sn_EX_107

TABLE OF CONTENTS

		Page

ARTICLE I DEFINITIONS		3
Section 1.01	Definitions	3

ARTICLE II AGREEMENT TO SELL AND PURCHASE		11
Section 2.01	Anadarko Commitment and Related Matters	11
Section 2.02	Anadarko Related Commitment and Related Matters	13
Section 2.03		14
Section 2.03	Closing	14
Section 2.04	Deliveries	15
Section 2.05	Deliveries Upon Execution of KNOC PSA. Promptly following the execution of the KNOC PSA:	15
Section 2.06	Deliveries Upon the Closings	16
Section 2.07	Conditions of GSO Associates’ and GSO Holdings’ Obligations at the Closing	18
Section 2.08	Conditions of the Common Unit Purchaser’s Obligations at Committed Closing	20
Section 2.09	Conditions of Intrepid’s Obligations at the Closing	20
Section 2.10	Nature of Obligations	21
Section 2.11	Further Assurances	21
Section 2.12	UCC Filings After January 12, 2017	21

ARTICLE III REPRESENTATIONS AND WARRANTIES RELATED TO THE GENERAL PARTNER AND THE PARTNERSHIP		21
Section 3.01	Existence and Power	21
Section 3.02	Authority; Enforceability	22
Section 3.03	Capitalization; Issuance of Units	22
Section 3.04	Subsidiaries	23
Section 3.05	Litigation	23
Section 3.06	No Conflicts	24
Section 3.07	Approvals	24
Section 3.08	No Liabilities	24
Section 3.09	Investment Company Status	24
Section 3.10	No Registration Required	25
Section 3.11	Certain Fees	25
Section 3.12	No Integration	25
Section 3.13	No Restrictions on Dividends	25
Section 3.14	Springfield Gathering	25

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE PREFERRED UNIT PURCHASERS		26
Section 4.01	Existence	26
Section 4.02	Authorization, Enforceability	26
Section 4.03	No Breach	26
Section 4.04	Approvals	27
Section 4.05	Certain Fees	27
Section 4.06	Restricted Securities	27
Section 4.07	Financing	28

ARTICLE V REPRESENTATIONS AND WARRANTIES OF SN		29
Section 5.01	Existence	29

Section 5.02	Authorization, Enforceability	29
Section 5.03	No Conflicts	30
Section 5.04	Approvals	30
Section 5.05	Certain Fees	30
Section 5.06	The GSO Allocated Shares, the Intrepid Allocated Shares and the Warrants	30
Section 5.07	Investment Company Status	31
Section 5.08	Stock Exchange Listing and Reporting Requirements	31
Section 5.09	No Registration Required	31
Section 5.10	No Integration	31
Section 5.11	Restricted Securities	31
Section 5.12	Litigation	32
Section 5.13	Solvency	32
Section 5.14	No Obligation to be Guarantor or Restricted Subsidiary	33

ARTICLE VI INDEMNIFICATION, COSTS AND EXPENSES		33
Section 6.01	Indemnification	33
Section 6.02	Indemnification Procedure	35
Section 6.03	Survival	37

ARTICLE VII TERMINATION		37
Section 7.01	Termination	37
Section 7.02	Notice of Termination	38
Section 7.03	Effect of Termination	38
Section 7.04	Termination of Commitment Related to KNOC Closing	38

ARTICLE VIII MISCELLANEOUS		38
Section 8.01	Expenses	38
Section 8.02	Interpretation	38
Section 8.03	Amendments and Waivers	38
Section 8.04	Binding Effect	40
Section 8.05	Communications	40
Section 8.06	Entire Agreement; Integrated Transaction	41
Section 8.07	Governing Law; Submission to Jurisdiction	42
Section 8.08	Waiver of Jury Trial	42
Section 8.09	Execution in Counterparts	42
Section 8.10	Successors and Assigns	42
Section 8.11	Severability	42
Section 8.12	Interim Actions	43
Section 8.13	No Recourse	44
Section 8.14	Creditors	44
Section 8.15	Public Disclosure; Confidentiality	44
Section 8.16	Time is of the Essence	45
Section 8.17	Remedies Generally	45

EXHIBITS

EXHIBIT A	–	Form of Amended and Restated Agreement of Limited Partnership of SN EF UnSub, LP
EXHIBIT B	–	Form of Limited Liability Company Agreement of SN EF UnSub GP, LLC
EXHIBIT C-1	–	Form of GSO Warrant Agreement
EXHIBIT C-2	–	Form of Intrepid Warrant Agreement
EXHIBIT D	–	Form of Management Services Agreement
EXHIBIT E	–	Form of Joint Development Agreement
EXHIBIT F	‒	APC/KM PSA
EXHIBIT G	‒	Hydrocarbon Marketing Agreement
EXHIBIT H-1	‒	Form of GSO Registration Rights Agreement
EXHIBIT H-2	‒	Form of Intrepid Registration Rights Agreement
EXHIBIT I	‒	Opinion Matters
EXHIBIT J	‒	Equity Commitment Letters
EXHIBIT K-1	‒	Form of GSO Non-Solicitation Agreement
EXHIBIT K-2	‒	Form of Intrepid Non-Solicitation Agreement
EXHIBIT L	‒	GSO Voting Agreement
EXHIBIT M	‒	Allocation of SN Shares and Warrants
EXHIBIT N	‒	SN Letter Agreement

SCHEDULES

SCHEDULE 3.07 – Partnership Approvals

SCHEDULE 3.08 – Liabilities

SCHEDULE 4.04 – Preferred Unit Purchasers Approvals

SCHEDULE 5.04 – SN Approvals

AMENDED and restated

SECURITIES PURCHASE AGREEMENT

This AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT (this “Agreement”), is entered into on February 28, 2017 (the “Effective Date”), by and among Sanchez Energy Corporation, a Delaware corporation (“SN”); SN UR Holdings, LLC, a Delaware limited liability company (“SN GP Member”); SN EF UnSub Holdings, LLC, a Delaware limited liability company (“Common Unit Purchaser”); SN EF UnSub, LP, a Delaware limited partnership (the “Partnership”); SN EF UnSub GP, LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner”); Intrepid Private Equity V-A, LLC, a Delaware limited liability company (“Intrepid”); GSO ST Holdings Associates LLC, a Delaware limited liability company (“GSO Associates”); and GSO ST Holdings LP, a Delaware limited partnership (“GSO Holdings” and together with Intrepid, the “Preferred Unit Purchasers” and, collectively with GSO Associates and Intrepid, the “Purchasers”). Capitalized terms used but not defined herein shall have the meanings assigned to such terms in accordance with Article I.

R E C I T A L S:

WHEREAS, on January 12, 2017, the Partnership entered into the APC/KM PSA as a Buyer Party, an executed copy of which APC/KM PSA is attached as Exhibit F hereto, pursuant to which the Partnership has agreed to purchase, and Anadarko has agreed to sell to the Partnership, the Acquired Properties;

WHEREAS, upon execution of the APC/KM PSA, Anadarko sent a Sale Notice to KNOC whereby KNOC will have thirty (30) days to elect to sell the KNOC Properties to the Buyer Parties under the same terms and conditions that Anadarko proposes to transfer the Acquired Properties under the APC/KM PSA;

WHEREAS, if KNOC elects to sell the KNOC Properties to the Buyer Parties pursuant to the terms included in the Sale Notice (the “KNOC Election”), then the Partnership and other Buyer Parties will execute a purchase agreement with KNOC pursuant to the terms of the Sale Notice, this Agreement and as otherwise agreed among the parties (such purchase agreement, if any, the “KNOC PSA”);

WHEREAS, the Anadarko Closing (as defined below) and the KNOC Closing (as defined below) may occur on different days, provided that in such case the KNOC Closing shall not occur unless the Anadarko Closing has previously occurred (“Separate Closings”), or on the same day (a “Dual Closing”);

WHEREAS, on the terms and subject to the conditions set forth in this Agreement, at the Anadarko Closing, the Partnership will issue to the Common Unit Purchaser 100,000 newly issued Common Units in consideration for a contribution of $100,000,000.00 (the “Common Unit Funding Amount”);

WHEREAS, on the terms and subject to the conditions set forth in this Agreement, at the Anadarko Closing and, if applicable, the KNOC Closing, GSO Holdings has committed to contribute to the Partnership in the aggregate up to $800,000,000.00 (the “Preferred Unit GSO Commitment Amount”), with the actual amount to be contributed by GSO Holdings at the Anadarko Closing (whether it occurs in a Separate Closing or as part of a Dual Closing) to be set forth in the Closing Notice, provided that if the Anadarko Closing occurs in a Separate Closing the amount to be contributed by GSO Holdings shall be $500.0 million (the actual amount so contributed at the Anadarko Closing and less the amount of the Intrepid Contribution, if any, the “Preferred Unit Anadarko Funding Amount”) and, if applicable, the actual amount (which shall be determined by SN but shall not be less than $200.0 million and not greater than $300.0 million) to be contributed by GSO Holdings at the KNOC Closing (whether it occurs in a Separate Closing or as part of a Dual Closing) to be set forth (i) in the Closing Notice if a Dual Closing is to occur and (ii) in the Supplemental Closing Notice if Separate Closings will occur (the

“Preferred Unit KNOC Funding Amount” and, together with the “Preferred Unit Anadarko Funding Amount”, the “Preferred Funding Amounts”);

WHEREAS, on the terms and subject to the conditions set forth in this Agreement, at the Anadarko Closing, Intrepid has committed to contribute to the Partnership an amount equal to $15,000,000 (the “Intrepid Contribution”);

WHEREAS, on the terms and subject to the conditions set forth in this Agreement, (i) at the Anadarko Closing, the Partnership will issue to (A) GSO Holdings, a number of newly issued Preferred Units equal to the Preferred Unit Anadarko Funding Amount divided by the Preferred Unit Purchase Price and (B) Intrepid a number of newly issued Preferred Units equal to the Intrepid Contribution divided by the Preferred Unit Purchase Price and (ii) if applicable, at the KNOC Closing, the Partnership will issue to GSO Holdings a number of newly issued Preferred Units equal to the Preferred Unit KNOC Funding Amount divided by the Preferred Unit Purchase Price;

WHEREAS, in accordance with this Agreement and the Partnership Agreement, the Partnership will utilize the Common Unit Funding Amount, Preferred Funding Amounts and the Intrepid Contribution, together with the proceeds of the Credit Facility and Senior Debt drawn at the Preferred Unit Closings, to (i) pay to Anadarko consideration for the sale by Anadarko to the Partnership of the Acquired Properties pursuant to the APC/KM PSA, (ii) if applicable, pay to KNOC consideration for the sale by KNOC to the Partnership of the KNOC Properties pursuant to the KNOC PSA and (iii) the payment of certain fees and expenses as provided herein;

WHEREAS, concurrently with the execution of the APC/KM PSA, the Partnership, SN and SN Maverick entered into the SN Letter Agreement, an executed copy of which is attached hereto as Exhibit N, and concurrently with the execution and delivery of the Original SPA (as defined herein) the Partnership and SN Maverick entered into the Hydrocarbons Marketing Agreement (as defined herein) an executed copy of which is attached hereto as Exhibit G;

WHEREAS, at the Anadarko Closing, the Partnership will enter into the Management Services Agreement and the Joint Development Agreement, which agreements will be in the form of Exhibit D and Exhibit E hereto, respectively;

WHEREAS, as partial consideration for the commitment by GSO Holdings to contribute the Preferred Unit Anadarko Funding Amount and the Preferred Unit KNOC Funding Amount to the Partnership pursuant to this Agreement, SN has agreed, on the terms and subject to the conditions set forth in this Agreement and in the GSO Warrant Agreement, that at the Anadarko Closing, SN will issue to GSO Holdings the GSO Allocated Shares and the Warrants, which Warrants shall be issued pursuant to the GSO Warrant Agreement in the form attached as Exhibit C-1;

WHEREAS, GSO Holdings has directed SN to issue at the Anadarko Closing the GSO Allocated Shares and the Warrants included in the GSO Warrant Agreement to the funds managed by GSO that are identified in Exhibit M in the proportions set forth in Exhibit M (collectively, the “GSO Funds”);

WHEREAS, as partial consideration for the obligation of Intrepid to contribute the Intrepid Contribution to the Partnership pursuant to this Agreement, SN has agreed, on the terms and subject to the conditions set forth in this Agreement and in the Intrepid Warrant Agreement, that at the Anadarko Closing, SN will issue to Intrepid the Intrepid Allocated Shares and the Warrants included in the Intrepid Warrant Agreement, which shall be in the form attached as Exhibit C-2;

WHEREAS, at the Anadarko Closing SN and the GSO Funds will enter into the GSO Registration Rights Agreement in the form attached as Exhibit H-1, and SN and Intrepid will enter into the Intrepid Registration

Rights Agreement in the form attached as Exhibit H-2, in each case relating to the registration of the SN Common Stock to be issued to the GSO Funds and Intrepid at the Anadarko Closing and the SN Common Stock subject to issuance upon exercise of the applicable Warrants;

WHEREAS, as a condition to and inducement for the SN Parties to enter into the Original SPA, contemporaneously with the execution of the Original SPA, the GSO Funds executed and delivered to the Partnership and SN two equity commitment letters, enforceable by SN and the Partnership, with respect to certain of GSO Holdings’ obligations hereunder, copies of which are attached hereto as Exhibits J-1 and J-2 (the “Equity Commitment Letters”);

WHEREAS, the parties hereto intend that the General Partner and the Partnership shall constitute bankruptcy remote, non-guarantor, unrestricted special purpose Subsidiaries of SN; and

WHEREAS, the parties hereto desire to amend and restate the original Securities and Purchase Agreement executed by and among SN, SN GP Member, Common Unit Purchaser, the Partnership, the General Partner, GSO Associates and GSO Holdings on January 12, 2017 (“Original SPA”) in its entirety (including the Exhibits and Schedules thereto) to give effect to the foregoing and to the other agreements as further set forth herein.

NOW THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby amend and restate the Original SPA in its entirety and agree as follows:

ARTICLE I
DEFINITIONS

Section 1.01 Definitions. As used in this Agreement, the following terms have the meanings indicated:

“Acquired Properties” means the properties, assets and rights to be acquired, directly or indirectly, by the Partnership from Anadarko at the Closing (as such term is defined in the APC/KM PSA) pursuant to the “UnSub Assignment” (as such term is defined in the APC/KM PSA) in the form attached as Exhibit C-2 to the APC/KM PSA.

“Affiliate” of any Person means any other Person, directly or indirectly, Controlling, Controlled by or under common Control with such particular Person. For purposes of this Agreement, (i) The Blackstone Group, L.P. and all private equity funds, portfolio companies, parallel investment entities, and alternative investment entities owned, managed, or Controlled by The Blackstone Group, L.P. or its Affiliates that are not part of the credit-related businesses of The Blackstone Group L.P. shall not be considered or otherwise deemed to be an “Affiliate” of GSO or its Affiliates that are part of the credit-related businesses of The Blackstone Group L.P., but any fund or account managed, advised or sub-advised by or Controlled by GSO or its Affiliates within the credit-related businesses of The Blackstone Group L.P. shall constitute an Affiliate of GSO, and (ii) none of GSO or its Affiliates or any fund or account managed, advised or sub-advised by or Controlled by GSO or its Affiliates shall constitute an Affiliate of the Partnership or the General Partner.

“Agreement” has the meaning set forth in the introductory paragraph of this Agreement.

“Anadarko” means Anadarko Onshore and Kerr-McGee Oil and Gas Onshore LP, a Delaware limited partnership.

“Anadarko Closing” means the issuance and sale of the Common Units and the Preferred Units to the Common Unit Purchaser and the Preferred Unit Purchasers, respectively, in consideration for the Common Unit

Funding Amount, the Preferred Unit Anadarko Funding Amount and Intrepid Contribution, respectively, in accordance with Section 2.01(a).

“Anadarko Closing Date” means the date that is the “Closing Date”, as such term is defined in the APC/KM PSA.

“Anadarko Onshore” means Anadarko E&P Onshore LLC, a Delaware limited liability company.

“APC/KM PSA” means that certain Purchase and Sale Agreement among Anadarko E&P Onshore LLC, Kerr-McGee Oil and Gas Onshore LP, SN Maverick, the Partnership and Blackstone Newco, dated January 12, 2017, an executed copy of which is attached as Exhibit F hereto.

“Basic Documents” means, collectively, this Agreement, the Partnership Agreement, the GP LLC Agreement, the APC/KM PSA, the KNOC PSA if such document is executed, the Management Services Agreement, the Joint Development Agreement, the Hydrocarbons Marketing Agreement, the GSO Warrant Agreement, the Intrepid Warrant Agreement, the GSO Registration Rights Agreement, the Intrepid Registration Rights Agreement, the Equity Commitment Letters, the SN Letter Agreement, the definitive documents relating to the Credit Facility and the Senior Debt, if any, the GSO Voting Agreement, the GSO Non-Solicitation Agreement, the Intrepid Non-Solicitation Agreement and the Drilling Commitment Agreement.

“Blackstone” means The Blackstone Group, L.P. and all private equity funds, portfolio companies, parallel investment entities, and alternative investment entities owned, managed, or Controlled by The Blackstone Group, L.P. or its Affiliates that are not part of the credit-related businesses of The Blackstone Group L.P.

“Blackstone Newco” means Gavilan Resources, LLC, a Delaware limited liability company.

“Business Day” means any day other than a Saturday, Sunday or a day on which commercial banks are authorized or required to close in Houston, Texas.

“Buyer Party” and “Buyer Parties” have the meaning set forth in the APC/KM PSA.

“Citi” means Citigroup Global Markets Inc., Citibank, N.A., Citicorp USA, Inc., Citicorp North America Inc. and/or any of their Affiliates.

“Class A Common Interests” has the meaning assigned to such term in Section 2.01(b).

“Class B Common Interests” has the meaning assigned to such term in Section 2.01(b).

“Closing Notice” means a written notice prepared and delivered by SN to GSO Holdings not less than thirteen (13) Business Days prior to the Anadarko Closing Date, which notice shall specify (i) if there will be Separate Closings, the Preferred Unit Anadarko Funding Amount in the Anadarko Closing that occurs in a Separate Closing (which amount shall be $500.0 million) and shall include wiring instructions for receipt of such Preferred Unit Anadarko Funding Amount and (ii) if there will be a Dual Closing, the Preferred Unit Anadarko Funding Amount in such Dual Closing and the Preferred Unit KNOC Funding Amount in such Dual Closing (which combined amount shall be determined by SN, but shall not exceed $800.0 million and shall not be less than $700.0 million) and shall include wiring instructions for receipt of the Preferred Unit Anadarko Funding Amount and the Preferred Unit KNOC Funding Amount, and in all cases, the Closing Notice shall be subject to deemed adjustment with respect to any Initial Debt Replacement Units in accordance with Section 2.01(c). If there will be a Dual Closing, the Anadarko Closing Date and the KNOC Closing Date will occur on the same day.

“Commission” means the United States Securities and Exchange Commission.

“Commitment Fee” means a fee payable by SN to GSO Holdings as of the date of the Original SPA in immediately available funds accordance with Section 2.04(a)(vii) of the Original SPA, which Commitment Fee shall be in an amount equal to $20.0 million.

“Common Indemnified Parties” has the meaning specified in Section 6.01(b).

“Common Unit Funding Amount” has the meaning specified in the recitals of this Agreement.

“Common Unit Purchaser” has the meaning set forth in the introductory paragraph of this Agreement.

“Common Units” means the “Common Units” as such term is defined in the Partnership Agreement.

“Contract” means any contract, agreement, indenture, note, bond, mortgage, deed of trust, loan, instrument, lease, license, commitment or other arrangement, understanding, undertaking, commitment or obligation, whether written or oral.

“Control” has the meaning set forth in the Partnership Agreement.

“Credit Facility” means the up to $500.0 million senior secured first lien reserve based revolving credit facility among the Partnership, as borrower, and J.P. Morgan and Citi, as joint lead arrangers and joint book runners, J.P. Morgan as administrative agent, and J.P. Morgan, Citi and the syndicate of banks and financial institutions named therein as the lenders; provided, however, that if J.P. Morgan and Citi are unable to fully syndicate such facility, SN may in its discretion reduce, but subject to the rights of GSO Holdings set forth in Section 2.01(c), the amount of such credit facility by up to $300.0 million in the aggregate (the “Facility Reduction Amount”) and incur Senior Debt in an amount up to such reduction.

“Damages” means losses, judgments, liabilities, damages and fines and all reasonable costs, fees, outlays, expenses, expenditures and disbursements of every nature (including costs of investigation and fees and expenses of attorneys, accountants, consultants, expert witnesses and other witnesses).

“Delaware Act” means the Delaware Limited Liability Company Act, 6 Del. C. § 18-101 et seq., as amended from time to time, and any successor to the Delaware Act.

“Deposit” has the meaning set forth in the APC/KM PSA.

“Drilling Commitment Agreement” means the Development Agreement to be entered into at the Anadarko Closing (whether it occurs in a Separate Closing or at the Dual Closing), by and among Anadarko, SN Maverick, the Partnership and Blackstone Newco, and, solely for the purpose specified therein, SN, the form of which is attached as Exhibit N to the APC/KM PSA.

“DRULPA” means the Delaware Revised Uniform Limited Partnership Act, 6 Del. C §17-101 et seq. as amended from time to time and any successor to DRULPA.

“Dual Closing” has the meaning specified in the recitals of this Agreement.

“Effective Date” has the meaning set forth in the introductory paragraph to this Agreement.

“Equity Commitment Letters” has the meaning set forth in the recitals.

interests convertible or exchangeable into equity interests, and (iii) warrants, options or other rights to purchase or otherwise acquire or receive equity interests.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Facility Reduction Amount” has the meaning set forth in the definition of the term “Credit Facility”.

“Fee Letter” means that certain Project Lightning Fee Letter, dated January 12, 2017, among J.P. Morgan, Citi and the Partnership.

“Final Availability Cushion” has the meaning assigned to such term in Section 2.02(b).

“Final Debt Replacement Election” has the meaning assigned to such term in Section 2.02(b).

“Final Debt Replacement Units” has the meaning assigned to such term in Section 2.02(b).

“Final Non-Syndicated Debt” has the meaning set forth in Section 2.02(b).

“Fundamental Representations” means those representations and warranties set forth in Sections 3.01, 3.02, 3.03, 3.04, 3.05 (solely as such representation relates to the absence of proceedings as of the Effective Date), 3.06, 3.09, 3.10, 3.13, 4.01, 4.02, 5.01, 5.02, 5.03, 5.06, 5.09, 5.10, 5.12 (solely as such representation relates to the absence of proceedings as of the Effective Date) and 5.14.

“GAAP” means generally accepted accounting principles in the United States.

“General Partner” has the meaning set forth in the introductory paragraph to this Agreement.

“Governmental Authority” means the United States of America or any other nation, any state or other political subdivision thereof, or any entity exercising executive, legislative, judicial, regulatory or administrative functions of government.

“GP LLC Agreement” means the Amended and Restated Limited Liability Company Operating Agreement of the General Partner in the form attached as Exhibit B hereto.

“GSO” means GSO Capital Partners LP, a Delaware limited partnership.

“GSO Allocated Shares” means the 1,455,000 shares of SN Common Stock to be issued by SN to the GSO Funds at the Anadarko Closing, such number of shares subject to adjustment in accordance with the last sentence of Section 6.01(b).

“GSO Associates” has the meaning set forth in the introductory paragraph to this Agreement.

“GSO Funds” has the meaning set forth in the recitals.

“GSO Holdings” has the meaning set forth in the introductory paragraph to this Agreement.

“GSO Non-Solicitation Agreement” means the Non-Solicitation Agreement to be entered into at the Anadarko Closing by and among SN, SOG and GSO, substantially in the form attached as Exhibit K-1 hereto.

“GSO Registration Rights Agreement” means the Registration Rights Agreement to be entered into at the Anadarko Closing between SN and the GSO Funds, substantially in the form attached as Exhibit H-1 hereto.

“GSO Voting Agreement” means the Voting and Standstill Agreement, executed on February 6, 2017 by and between the GSO Funds and SN, attached as Exhibit L hereto.

“GSO Warrant Agreement” means the Warrant Agreement to be entered into at the Anadarko Closing between the GSO Funds and SN, substantially in the form attached as Exhibit C-1 hereto.

“Hydrocarbon Marketing Agreement” means the Hydrocarbons Purchase and Marketing Agreement entered into on January 12, 2017 between SN Maverick and the Partnership attached as Exhibit G hereto.

“Indebtedness” means, with respect to any specified Person at any date, without duplication, (a) all indebtedness of such Person for borrowed money, (b) all obligations of such Person for a deferred purchase price (other than trade payables incurred in the ordinary course of such Person’s business), (c) all obligations of such Person evidenced by notes, bonds, debentures or other similar instruments, (d) all obligations of such Person under capital leases, (e) all obligations of such Person, contingent or otherwise, as an account party or applicant under or in respect of acceptances, letters of credit, surety bonds or similar arrangements, regardless of whether drawn, (f) all obligations of such Person created or arising under any conditional sale or title retention agreement, (g) the liquidation value or redemption price, as the case may be, of all preferred or redeemable stock of such Person, (h) all net obligations of such Person payable under any rate, currency, commodity or other swap, option or derivative agreement, (i) all obligations secured by (or for which the holder of such obligation has an existing right, contingent or otherwise, to be secured by) any Lien on property owned by such Person, regardless of whether such Person has assumed or become liable for the payment of such obligation and (j) all obligations of others guaranteed by such Person.

“Indemnified Party” has the meaning specified in Section 6.02(a).

“Indemnifying Party” has the meaning specified in Section 6.02(a).

“Initial Availability Cushion” has the meaning assigned to such term in Section 2.01(c).

“Initial Debt Replacement Election” has the meaning assigned to such term in Section 2.01(c).

“Initial Debt Replacement Units” has the meaning assigned to such term in Section 2.01(c).

“Intrepid” has the meaning set forth in the introductory paragraph to this Agreement.

“Intrepid Allocated Shares” means the 45,000 shares of SN Common Stock to be issued by SN to Intrepid at the Anadarko Closing, such number of shares subject to adjustment in accordance with the last sentence of Section 6.01(b).

“Intrepid Contribution” has the meaning specified in the recitals of this Agreement.

“Intrepid Non-Solicitation Agreement” means the Non-Solicitation Agreement to be entered into at the Anadarko Closing by and among SN, SOG and Intrepid, substantially in the form attached as Exhibit K-2 hereto.

“Intrepid Registration Rights Agreement” means the Registration Rights Agreement to be entered into at the Anadarko Closing between SN and Intrepid, substantially in the form attached as Exhibit H-2 hereto.

“Intrepid Warrant Agreement” means the Warrant Agreement to be entered into at the Anadarko Closing between the Intrepid and SN, substantially in the form attached as Exhibit C-2 hereto.

“Joint Development Agreement” means the Joint Development Agreement to be entered into between the Partnership, Blackstone Newco and SN Maverick substantially in the form attached as Exhibit D hereto.

“J.P. Morgan” means J.P. Morgan Chase Bank, N.A.

“KNOC” means Eagle Ford TX LP, a Texas limited partnership.

“KNOC Closing” means the issuance and sale of the KNOC Preferred Units to GSO Holdings and, if Intrepid elects to participate in accordance with the terms hereof, Intrepid in consideration for the Preferred Unit KNOC Funding Amount in accordance with Section 2.02(a); provided, however, that in no event will the KNOC Closing occur unless the Anadarko Closing has previously occurred or occurs concurrently with the KNOC Closing.

“KNOC Closing Date” means, the day upon which closing occurs pursuant to the KNOC PSA, which date shall occur (i) on the day of the Anadarko Closing if a Dual Closing occurs or (ii) on a date after the Anadarko Closing has occurred if the KNOC Closing occurs in a Separate Closing.

“KNOC Election” has the meaning set forth in the recitals.

“KNOC Participation Agreement” means that certain Maverick Basin Area Participation Agreement, dated March 17, 2011, by and among Anadarko and KNOC.

“KNOC Properties” means KNOC’s pro rata share of the Interests (as defined in the KNOC Participation Agreement).

“KNOC PSA” has the meaning set forth in the recitals.

“Knowledge of SN” means the actual knowledge, after due inquiry, of any of Antonio R. Sanchez, III, Eduardo A. Sanchez, Patricio D. Sanchez and Cameron W. George.

“Law” means any federal, state, local or foreign order, writ, injunction, judgment, settlement, award, decree, statute, law (including common law), rule or regulation.

“Lien” means any mortgage, claim, encumbrance, pledge, lien (statutory or otherwise), security agreement, conditional sale or trust receipt or a lease, consignment or bailment, preference or priority, assessment, deed of trust, charge, easement, servitude or other encumbrance upon or with respect to any property of any kind.

“Management Services Agreement” means the Management Services Agreement to be entered into at the Anadarko Closing by and between the Partnership and SOG, substantially in the form attached hereto as Exhibit D.

“Non-Syndicated Debt” has the meaning set forth in Section 2.01(c).

“NYSE” has the meaning assigned to such term in Section 5.07.

“Original SPA” has the meaning specified in the recitals of this Agreement.

“Partnership” has the meaning assigned to such term in the introductory paragraph of this Agreement.

“Partnership Agreement” means the Amended and Restated Agreement of Limited Partnership of the Partnership to be entered into at the Anadarko Closing by and among the General Partner, Common Unit Purchaser and the Preferred Unit Purchasers, substantially in the form attached as Exhibit A hereto.

“Permits” means any approvals, authorizations, consents, licenses, permits, variances, waivers, grants, franchises, concessions, exemptions, orders, registrations or certificates of a Governmental Authority.

“Person” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, association or other entity or a Governmental Authority.

“Preferred Funding Amounts” has the meaning specified in the recitals of this Agreement.

“Preferred Unit Anadarko Funding Amount” has the meaning specified in the recitals of this Agreement.

“Preferred Unit Closings” means the Anadarko Closing and the KNOC Closing.

“Preferred Unit GSO Commitment Amount” has the meaning specified in the recitals of this Agreement.

“Preferred Unit KNOC Funding Amount” has the meaning specified in the recitals of this Agreement.

“Preferred Unit Purchase Price” means a cash purchase price of $1,000 per Preferred Unit.

“Preferred Unit Purchasers” has the meaning set forth in the introductory paragraph of this Agreement.

“Preferred Units” means “Preferred Units”, as defined in the Partnership Agreement.

“Purchased Preferred Units” means those Preferred Units purchased by the Preferred Unit Purchasers in accordance with Section 2.01(a) and, if applicable, Section 2.02(a).

“Purchaser Indemnified Parties” has the meaning specified in Section 6.01(a).

“Purchasers” has the meaning set forth in the introductory paragraph to this Agreement.

“Restricted Subsidiary” has the meaning assigned to such term in the SN Credit Agreement, or in any indenture or other agreement pertaining to indebtedness of SN.

“Rights” has the meaning assigned to such term under the SN Rights Plan.

“Sale Notice” has the meaning assigned to such term under Section 22.2 of the KNOC Participation Agreement.

“Securities Act” means the Securities Act of 1933, as amended from time to time, and the rules and regulations of the Commission promulgated thereunder.

“Senior Debt” means the senior credit facility (other than, for the avoidance of doubt, the Credit Facility) and/or securities or note issuance among the Partnership, as borrower or issuer, J.P. Morgan and Citi as joint lead arrangers and joint book runners (or other equivalent roles), J.P. Morgan as administrative agent (or equivalent role) and J.P. Morgan, Citi and the syndicate of banks and the financial institutions as the lenders or holders in an original principal amount up to $300 million, but in no event shall the original principal amount of the Senior Debt exceed the Facility Reduction Amount.

“Separate Closings” has the meaning specified in the recitals of this Agreement.

“SN” has the meaning set forth in the introductory paragraph to this Agreement.

“SN Common Stock” means the common stock, par value $0.01 per share of SN. For purposes of this Agreement, references to a share or shares of SN Common Stock shall be deemed to include the Right(s)

associated with such share or shares that are issued pursuant to the SN Rights Plan or any similar successor plan hereafter adopted by SN.

“SN Credit Agreement” means the Second Amended and Restated Credit Agreement, dated as of June 30, 2014, among Sanchez Energy Corporation, Royal Bank of Canada, as Administrative Agent, and the lenders party thereto, as amended, restated, modified, renewed, refunded, replaced or refinanced from time to time.

“SN GP Member” has the meaning set forth in the introductory paragraph to this Agreement.

“SN Letter Agreement” means that certain Letter Agreement, dated as of January 12, 2017, by and among SN, SN Maverick and the Partnership, attached as Exhibit P hereto.

“SN Maverick” means SN EF Maverick, LLC, a Delaware limited liability company.

“SN Parties” means SN, SN GP Member, the General Partner, the Partnership and the Common Unit Purchaser.

“SN Rights Plan” means that certain Rights Agreement, dated as of July 28, 2015, between SN and Continental Stock Transfer & Trust Company, as rights agent, including the exhibits attached thereto, as such rights agreement may be amended, modified or supplemented from time to time.

“SOG” means Sanchez Oil & Gas Corporation, a Delaware corporation.

“Springfield Gathering Agreements” means (a) the Second Amended and Restated Lease Dedication and Gas Gathering Agreement between Springfield Pipeline LLC, a Texas limited liability company (“Springfield”), and SN and (b) the Second Amended and Restated Lease Dedication and Oil Gathering Agreement between Springfield and SN, in each case to be entered into upon termination of the Marketing Transition Services Agreement pursuant to the APC/KM PSA.

“Subsidiary” means, with respect to any Person, any corporation, limited liability company, partnership, association or business entity of which (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or Controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, (ii) if a limited liability company, partnership, association or other business entity (other than a corporation), a majority of the membership interests, partnership interests or other similar ownership interests thereof with voting rights is at the time owned or Controlled, directly or indirectly, by that Person or one or more Subsidiaries of that Person or a combination thereof. For purposes hereof, a Person or Persons shall be deemed to have a majority ownership interest in a limited liability company, partnership, association or other business entity (other than a corporation) if such Person or Persons shall be allocated a majority of the limited liability company, partnership, association or other business entity gains or losses or shall be or Control, directly or indirectly, the manager, managing member, managing director (or a board comprised of any of the foregoing) or general partner of such limited liability company, partnership, association or other business entity.

“Supplemental Closing Notice” means a written notice prepared and delivered by SN to GSO Holdings not less than thirteen (13) Business Days prior to the KNOC Closing Date that will occur in a Separate Closing, which notice shall specify the Preferred Unit KNOC Funding Amount (which amount shall be determined by SN, but shall not exceed $300.0 million and shall not be less than $200.0 million, such amount not in duplication of any amounts funded at the Anadarko Closing that has or, prior to the KNOC Closing, will occur in a Separate Closing), which Supplemental Closing Notice shall be subject to deemed adjustment with respect to any Final Debt Replacement Units in accordance with Section 2.02(b); provided that such written notice shall only be

delivered if Separate Closings will occur. A Supplemental Closing Notice may be only be delivered by SN to GSO Holdings if a Closing Notice for the Anadarko Closing that will occur in a Separate Closing has previously been delivered by SN to GSO Holdings.

“Third Party Claim” has the meaning specified in Section 6.02(b).

“Unrestricted Subsidiary” has the meaning assigned to such term in the SN Credit Agreement, or in any indenture or other agreement pertaining to Indebtedness of SN or any of its Subsidiaries (other than the General Partner or the Partnership or any of its Subsidiaries).

“Warrants” means the Warrants issued in accordance with the GSO Warrant Agreement and the Intrepid Warrant Agreement, as applicable.

ARTICLE II
AGREEMENT TO SELL AND PURCHASE

Section 2.01 Anadarko Commitment and Related Matters.

(a) At, or prior to, the Anadarko Closing (whether in a Separate Closing or as part of a Dual Closing), on the terms and subject to the conditions set forth in this Agreement, (i) GSO Holdings shall contribute and fund to the Partnership by wire transfer of immediately available funds the Preferred Unit Anadarko Funding Amount, (ii) Intrepid shall contribute and fund to the Partnership by wire transfer of immediately available funds the Intrepid Contribution and (iii) the Common Unit Purchaser shall contribute and fund to the Partnership by wire transfer of immediately available funds the Common Unit Funding Amount. At the Anadarko Closing (whether in a Separate Closing or as part of a Dual Closing), on the terms and subject to the conditions set forth in this Agreement, each of the Preferred Unit Anadarko Funding Amount, Intrepid Contribution and Common Unit Funding Amount shall be paid by wire transfer of immediately available funds to an account of the Partnership designated in writing by SN in the Closing Notice; provided that, the Intrepid Contribution may be paid by Intrepid by wire transfer of immediately available funds to an account of GSO Holdings designated in writing by GSO Holdings to Intrepid at or contemporaneously with the Anadarko Closing and such payment shall be, upon GSO Holdings’ contribution thereof to the Partnership, deemed a contribution of the Intrepid Contribution by Intrepid to the Partnership, in consideration for the issuance by the Partnership (x) to the Common Unit Purchaser 100,000 Common Units, (y) to Intrepid a number of Preferred Units equal to the Intrepid Contribution divided by the Preferred Unit Purchase Price and (z) subject to increase in accordance with Section 2.01(c), to GSO Holdings a number of Preferred Units equal to the Preferred Unit Anadarko Funding Amount divided by the Preferred Unit Purchase Price. Each of the Preferred Unit Anadarko Funding Amount, Intrepid Contribution and the Common Unit Funding Amount shall be used, together with the proceeds of the Senior Debt, if any, and drawings on the Credit Facility as of the Anadarko Closing, to fund the portion of the “Purchase Price” (as defined in the APC/KM PSA) attributable to the Acquired Properties, with any excess funds being retained by the Partnership for its general business purposes and reimbursement of the Purchasers’ expenses to the extent required under the Basic Documents.

(b) At the Anadarko Closing (whether in a Separate Closing or as part of a Dual Closing), on the terms and subject to the conditions set forth in this Agreement, (i) GSO Associates and SN GP Member shall each make the applicable nominal contribution to the General Partner set forth in the GP LLC Agreement and (ii) the General Partner shall issue to the SN GP Member 99 Class A common membership interest (the “Class A Common Interests”) and to GSO Associates 1 Class B common membership interest (the “Class B Common Interest”). Funds contributed to the General Partner pursuant to this Section 2.01(b) shall be paid by wire transfer of immediately available funds to an account designated by the General Partner pursuant to a written notice

delivered to SN GP Member and GSO Associates no later than two (2) Business Days before the Anadarko Closing.

(c) Notwithstanding anything to the contrary contained herein, not less than thirteen (13) Business Days prior to the Anadarko Closing (whether in a Separate Closing or as part of a Dual Closing), SN shall notify GSO Holdings whether (i)(a) it intends to cause the Partnership to incur any Senior Debt on the day of the Anadarko Closing or (b) if the lenders to the Credit Facility have not achieved a “Successful Syndication” (as such term is defined in the Fee Letter) and the maximum size of the “Demand Facility” (as such term is defined in the Fee Letter) that may be requested by the lenders pursuant to a “Term Loan” (as such term is defined in the Fee Letter) (the “Non-Syndicated Debt”), or (ii) if the availability under the Credit Facility will be less than (A) $65.0 million immediately following the Anadarko Closing if Separate Closings will occur or (B) $100.0 million immediately following the Dual Closings if a Dual Closing will occur (such shortfall in clause (ii)(A) or (ii)(B), the “Initial Availability Cushion”), and following delivery of such notification GSO Holdings may elect within seven (7) Business Days thereafter to, in its sole discretion by written notice provided to SN (any such election, a “Initial Debt Replacement Election”), irrevocably commit in writing to purchase on the day of the Anadarko Closing (whether in a Separate Closing or as part of a Dual Closing) an additional number of Preferred Units equal to (i) to the extent applicable (a) all or part of the Senior Debt proposed to be incurred by the Partnership on the day of the Anadarko Closing (whether in a Separate Closing or as part of a Dual Closing), and/or (b) all or a part of the Initial Availability Cushion and/or (c) the Non-Syndicated Debt, divided by (ii) the Preferred Unit Purchase Price (such number of additional Preferred Units, the “Initial Debt Replacement Units”). Following receipt of a timely Initial Debt Replacement Election and in accordance with such election, on the day of the Anadarko Closing (whether in a Separate Closing or as part of a Dual Closing), (i) the Partnership shall not incur to the extent applicable (x) the portion of the proposed Senior Debt corresponding to the portion of the proposed Senior Debt to be funded by GSO Holdings as set forth in the Initial Debt Replacement Election and/or (y) borrowings under the Credit Facility in an amount corresponding to the portion of the Initial Availability Cushion to be funded by GSO Holdings as set forth in the Initial Debt Replacement Election and/or (z) the Non-Syndicated Debt, (ii) GSO Holdings shall purchase the Initial Debt Replacement Units, (iii) the maximum number of Preferred Units authorized to be issued by the Partnership shall be increased by the Initial Debt Replacement Units, (iv) the Preferred Unit Anadarko Funding Amount shall automatically be increased by the product of (A) the Initial Debt Replacement Units to be purchased by GSO Holdings at the Anadarko Closing (whether in a Separate Closing or as part of a Dual Closing) and (B) the Preferred Unit Purchase Price and (v) the number of Preferred Units to be issued at the Anadarko Closing (whether in a Separate Closing or as part of a Dual Closing) to GSO Holdings shall be increased by the Initial Debt Replacement Units purchased on the day of the Anadarko Closing. In addition, at the Anadarko Closing (whether in a Separate Closing or as part of a Dual Closing), SN shall pay to GSO Holdings a fee equal to the product of (a) two and one-half percent (2.5%) and (b) the product of (i) the Preferred Unit Purchase Price and (ii) the number of Initial Debt Replacement Units actually purchased by GSO Holdings at the Anadarko Closing. If GSO Holdings delivers to SN an Initial Debt Replacement Election, it shall furnish a copy of same to Intrepid and Intrepid shall have the right, exercisable for five (5) Business Days after Intrepid’s receipt of the Initial Debt Replacement Election, to elect to pay to the Partnership at the Anadarko Closing by wire transfer of immediately available funds to an account designated by the Partnership an amount equal to three percent (3.0%) of the product of the Preferred Unit Purchase Price and the number of Initial Debt Replacement Units and if Intrepid makes such contribution, the Partnership will issue to Intrepid at the Anadarko Closing an additional number of Preferred Units equal to three percent (3.0%) of the number of Initial Debt Replacement Units and to GSO Holdings ninety-seven percent (97.0%) of the number of Initial Debt Replacement Units; provided, however, that if Intrepid does not elect to participate in such Initial Debt Replacement Units then GSO Holdings shall have the rights set forth in Section 3.1(c)(i) of the Partnership Agreement. In addition, at the Anadarko Closing (whether in a Separate Closing or as part of a Dual Closing), SN shall pay to Intrepid a fee equal to the product of (a) two and one-half percent (2.5%) and (b) the product of (i) the Preferred Unit Purchase Price and (ii) the number of Initial Debt Replacement Units actually purchased by Intrepid at the Anadarko Closing.

(d) Not less than thirteen (13) Business Days prior to the Anadarko Closing Date, SN shall provide, based upon information available to them at such time, notice to GSO Holdings in writing of the proposed key terms of the Credit Facility and Senior Debt, if any Senior Debt is contemplated. In addition, SN and the Partnership shall, and the Common Unit Purchaser shall cause the Partnership to, keep GSO Holdings reasonably apprised of the expected Anadarko Closing Date and apprised of whether the Anadarko Closing is expected to occur on the same day as the KNOC Closing, and shall use their commercially reasonable efforts (based upon information available to them) (i) to notify GSO Holdings not later than thirteen (13) Business Days prior to the Anadarko Closing Date, provided that, any failure to so notify GSO Holdings shall not limit GSO Holding’s obligations hereunder, including with respect to funding the Preferred Unit Anadarko Funding Amount at the Anadarko Closing (whether in a Separate Closing or as part of a Dual Closing) or the Preferred Unit KNOC Funding Amount at the KNOC Closing (whether in a Separate Closing or as part of a Dual Closing) and (ii) to deliver the Closing Notice to GSO Holdings not later than thirteen (13) Business Days prior to the Anadarko Closing Date, which Closing Notice shall be prepared by SN.

(e) SN will use its commercially reasonable efforts if the KNOC Election is timely made to cause the Anadarko Closing and the KNOC Closing to occur at the Dual Closing; provided that SN shall have no liability to any Person if the Anadarko Closing and the KNOC Closing do not occur on the same day.

Section 2.02 Anadarko Related Commitment and Related Matters .

(a) SN shall promptly deliver to GSO Holdings a copy of the KNOC Election upon SN’s receipt of same. At the KNOC Closing (whether in a Separate Closing or as part of a Dual Closing), if applicable, on the terms and subject to the conditions set forth in this Agreement, GSO Holdings shall contribute and fund to the Partnership by wire transfer of immediately available funds the Preferred Unit KNOC Funding Amount in consideration for the issuance by the Partnership to GSO Holdings of a number of Preferred Units equal to the Preferred Unit KNOC Funding Amount divided by the Preferred Unit Purchase Price. Funds contributed to the Partnership pursuant to this Section 2.02(a) shall be paid by wire transfer of immediately available funds to an account designated by the General Partner pursuant to a written notice delivered to GSO Holdings no later than two (2) Business Days before the KNOC Closing (whether in a Separate Closing or as part of a Dual Closing). If the KNOC Election is made, GSO Holdings shall promptly furnish a copy of same to Intrepid after GSO Holdings receives same from SN and Intrepid shall have the right, exercisable for five (5) Business Days after Intrepid’s receipt of the copy of such KNOC Election, to elect to pay to the Partnership at the KNOC Closing by wire transfer of immediately available funds to an account designated by the Partnership an amount equal to three percent (3.0%) of the Preferred Unit KNOC Funding Amount and if Intrepid makes such contribution, the Partnership will issue to Intrepid at the KNOC Closing an additional number of Preferred Units equal to three percent (3.0%) of the quotient of the Preferred Unit KNOC Funding Amount divided by the Preferred Unit Purchase Price and to GSO Holdings ninety-seven percent (97.0%) of the quotient of the Preferred Unit KNOC Funding Amount divided by the Preferred Unit Purchase Price; provided, however, that if Intrepid does not elect to participate in such Final Debt Replacement Units then GSO Holdings shall have the rights set forth in Section 3.1(c)(i) of the Partnership Agreement.

(b) Notwithstanding anything to the contrary contained herein, but only if the KNOC Closing will occur in a Separate Closing, not less than thirteen (13) Business Days prior to the KNOC Closing that will occur in a Separate Closing, if such closing is to occur, SN shall notify GSO Holdings whether (i)(a) it intends to cause the Partnership to incur any Senior Debt at the KNOC Closing or (b) if the lenders to the Credit Facility have not achieved a “Successful Syndication” (as such term is defined in the Fee Letter) and the maximum size of the “Demand Facility” (as such term is defined in the Fee Letter) that may be requested by the lenders pursuant to a “Term Loan” (as such term is defined in the Fee Letter) (the “Final Non-Syndicated Debt”) or (ii) if the availability under the Credit Facility will be less than $100.0 million at the KNOC Closing (such shortfall, the “Final Availability Cushion”), and following delivery of such notification GSO Holdings may elect within seven (7) Business Days thereafter to, in its sole discretion by written notice provided to SN (any such election, a “Final Debt Replacement Election”), irrevocably commit in writing to purchase at the KNOC Closing an additional

number of Preferred Units equal to (i) to the extent applicable (a) all or part of the Senior Debt proposed to be incurred by the Partnership, and/or (b) all or a part of the Final Availability Cushion and/or (c) the Final Non-Syndicated Debt, divided by (ii) the Preferred Unit Purchase Price (such number of additional Preferred Units, the “Final Debt Replacement Units”). Following receipt of a timely Final Debt Replacement Election and in accordance with such election, at the KNOC Closing that will occur in a Separate Closing, (i) the Partnership shall not incur to the extent applicable (x) the portion of the proposed Senior Debt corresponding to the portion of the proposed Senior Debt to be funded by GSO Holdings as set forth in the Final Debt Replacement Election and/or (y) borrowings under the Credit Facility in an amount corresponding to the portion of the Final Availability Cushion to be funded by GSO Holdings as set forth in the Final Debt Replacement Election and/or (z) the Final Non-Syndicated Debt, (ii) GSO Holdings shall purchase on the day of the KNOC Closing that will occur in a Separate Closing, the Final Debt Replacement Units, (iii) the maximum number of Preferred Units authorized to be issued by the Partnership shall be increased on the day of the KNOC Closing that will occur in a Separate Closing, by the Final Debt Replacement Units, (iv) the Preferred Unit KNOC Funding Amount shall automatically be increased on the day of the KNOC Closing that will occur in a Separate Closing, by the product of (A) the Final Debt Replacement Units to be purchased by GSO Holdings at the KNOC Closing and (B) the Preferred Unit Purchase Price and (v) the number of Preferred Units to be issued at the KNOC Closing that will occur in a Separate Closing, to GSO Holdings shall be increased by the Final Debt Replacement Units. In addition, if there are Separate Closings, then at the KNOC Closing that will occur in a Separate Closing, if such closing occurs, SN shall pay to GSO Holdings a fee equal to the product of (a) two and one-half percent (2.5%) and (b) the product of (i) the Preferred Unit Purchase Price and (ii) the number of Final Debt Replacement Units actually purchased by GSO Holdings at the KNOC Closing. If GSO Holdings delivers to SN an Final Debt Replacement Election, it shall furnish a copy of same to Intrepid and Intrepid shall have the right, exercisable for five (5) Business Days after Intrepid’s receipt of the Final Debt Replacement Election, to elect to pay to the Partnership at the KNOC Closing by wire transfer of immediately available funds to an account designated by the Partnership an amount equal to three percent (3.0%) of the product of the Preferred Unit Purchase Price and the number of Final Debt Replacement Units and if Intrepid makes such contribution, the Partnership will issue to Intrepid at the KNOC Closing an additional number of Preferred Units equal to three percent (3.0%) of the number of Final Debt Replacement Units and to GSO Holdings ninety-seven percent (97.0%) of the number of Final Debt Replacement Units; provided, however, that if Intrepid does not elect to participate in such Final Debt Replacement Units then GSO Holdings shall have the rights set forth in Section 3.1(c)(i) of the Partnership Agreement.

(c) SN will, or will cause its Affiliates to, promptly provide GSO Holdings with copies of all notices provided to and received from KNOC regarding its response to the Sale Notice sent to KNOC by Anadarko on January 12, 2017. Additionally, SN will use commercially reasonable efforts to notify GSO Holdings within fifteen (15) days of the Anadarko Closing (whether in a Separate Closing or as part of a Dual Closing) if it anticipates that KNOC will exercise the KNOC Election. If KNOC makes the KNOC Election, SN will, or will cause its Affiliates to, keep GSO Holdings reasonably apprised of the expected KNOC Closing Date (whether in a Separate Closing or as part of a Dual Closing), and shall use their commercially reasonable efforts (based upon information available to them) (i) to notify GSO Holdings not later than thirteen (13) Business Days prior to the KNOC Closing Date (whether in a Separate Closing or as part of a Dual Closing), which notice may be combined with the notice provided in Section 2.01(d), provided that, any failure to so notify GSO Holdings shall not limit GSO Holding’s obligations hereunder, including with respect to funding the Preferred Unit KNOC Funding Amount at the KNOC Closing (whether in a Separate Closing or as part of a Dual Closing) and (ii) to deliver the Supplemental Closing Notice to GSO Holdings not later than thirteen (13) Business Days prior to the KNOC Closing Date, which Supplemental Closing Notice shall be prepared by SN.

Section 2.03 Closing.

(a) On the terms and subject to the conditions hereof, the consummation of the funding of each of the Preferred Unit Anadarko Funding Amount, Intrepid Contribution and the Common Unit Funding Amount shall take place on the Anadarko Closing Date (whether in a Separate Closing or as part of a Dual Closing) at the offices of Kirkland and Ellis LLP located at 600 Travis Street, Suite 3300, Houston, Texas 77002, at the same time as the “Closing” (as such term is defined in the APC/KM PSA).

(b) If the KNOC Election occurs, then on the terms and subject to the conditions hereof, the consummation of the funding of the Preferred Unit KNOC Funding Amount shall take place on the KNOC Closing Date (whether in a Separate Closing or as part of a Dual Closing) at the offices of Kirkland and Ellis LLP located at 600 Travis Street, Suite 3300, Houston, Texas 77002, at the same time as the closing under the KNOC PSA.

Section 2.04 Deliveries.

(a) Deliveries of SN Parties.

(i) On the Effective Date, SN shall deliver to the Purchasers counterparts of this Agreement, duly executed by the SN Parties;

(ii) On the date of the Original SPA, SN GP Member delivered to GSO Holdings and GSO Associates an executed copy of the limited liability company agreement of the General Partner, duly executed by the General Partner and SN GP Member;

(iii) On the date of the Original SPA, Common Unit Purchaser delivered to GSO Holdings and GSO Associates an executed copy of the agreement of limited partnership of the Partnership, duly executed by the General Partner and Common Unit Purchaser;

(iv) On the date of the Original SPA, SN delivered to GSO Holdings and GSO Associates a copy of the APC/KM PSA, duly executed by the parties thereto, including evidence that SN Maverick has paid the Deposit on behalf of SN Maverick and the Partnership;

(v) On the date of the Original SPA, SN delivered to GSO Holdings and GSO Associates a counterpart of (A) the SN Letter Agreement, duly executed by SN, SN Maverick and the Partnership, and (B) the Hydrocarbon Marketing Agreement, duly executed by SN Maverick and the Partnership;

(vi) On the date of the Original SPA, SN delivered to GSO Holdings and GSO Associates copies of the duly executed commitments for the Credit Facility and the fee letter with respect to the Credit Facility providing the market “flex” provisions applicable to the Senior Debt;

(vii) On the date of the Original SPA, SN delivered payment to GSO Holdings of the Commitment Fee; and

(viii) On the date of the Original SPA, SN delivered to GSO Holdings and GSO Associates a copy of the Sale Notice furnished to KNOC.

(b) Deliveries by Purchasers.

(i) On the Effective Date, the Purchasers shall each deliver a counterpart of this Agreement duly executed by each of the Purchasers to the SN Parties; and

(ii) On the date of the Original SPA, GSO Holdings delivered copies of each of the Equity Commitment Letters, duly executed by GSO or the GSO Funds, as applicable, to SN and the Partnership.

Section 2.05 Deliveries Upon Execution of KNOC PSA. Promptly following the execution of the KNOC PSA:

(a) SN will deliver or cause to be delivered to GSO Holdings a copy of the KNOC PSA (including all schedules, exhibits and annexes thereto), duly executed by the parties thereto; and

(b) GSO Holdings will deliver to SN an equity commitment letter in form and substance consistent in all material respects with the Equity Commitment Letter attached as Exhibit J-1 hereto with such changes as are appropriate to address (i) the commitment of the GSO Investors (as defined in such Equity Commitment Letter attached as Exhibit J-1 hereto) to fund to the Partnership the amount necessary for the Partnership to fund the Preferred Unit KNOC Funding Amount instead of the Preferred Unit Anadarko Funding Amount and (ii) in Section 2 of such equity commitment letter the conditions to the KNOC Closing instead of the Anadarko Closing as are addressed in Section 2 of the Equity Commitment Letter attached as Exhibit J-1 hereto; provided, that KNOC shall not be a third party beneficiary of such equity commitment letter unless specifically requested by KNOC.

Section 2.06 Deliveries Upon the Closings.

(a) Deliveries of SN - Anadarko Closing. At the Anadarko Closing (whether in a Separate Closing or as part of a Dual Closing), SN will deliver or cause to be delivered:

(i) a counterpart of the GP LLC Agreement, duly executed by the SN GP Member and the General Partner, to the Purchasers;

(ii) a counterpart of the Partnership Agreement, duly executed by the Common Unit Purchaser and the General Partner, to the Purchasers;

(iii) a counterpart of each of the Management Services Agreement which shall be duly executed by SOG and the Partnership, the Joint Development Agreement, duly executed by SN Maverick, Blackstone Newco and the Partnership, and the Drilling Commitment Agreement, duly executed by the parties thereto, to the Purchasers;

(iv) the GSO Registration Rights Agreement, duly executed by SN, to GSO Holdings;

(v) the GSO Allocated Shares and a counterpart of the GSO Warrant Agreement, duly executed by SN, to GSO Holdings (which in accordance with the direction of GSO Holdings will be issued to the GSO Funds, but delivered at the Anadarko Closing to GSO Holdings on behalf of the GSO Funds);

(vi) fully executed copies of the definitive agreements for the Credit Facility and, if applicable, Senior Debt, subject to Section 2.01(c), to GSO Holdings and GSO Associates;

(vii) payment by SN to GSO Holdings of the fee due in accordance with the final sentence of Section 2.01(c) in respect of the Initial Debt Replacement Units to be issued and sold to GSO Holdings at the Anadarko Closing, if any, by wire transfer of immediately available funds to an account specified by GSO Holdings not less than two (2) Business Days prior to the Anadarko Closing;

(viii) an opinion of (a) Kirkland & Ellis LLP, as counsel to SN addressing such matters set forth in substantially the same form attached hereto as Exhibit I-1 hereto and (b) Akin, Gump, Strauss, Hauer & Feld

LLP, as counsel to SN, addressing such matters set forth in substantially the same form attached hereto as Exhibit I-2, to GSO Holdings and GSO Associates;

(ix) a counterpart of the GSO Non-Solicitation Agreement, duly executed by SN and SOG

(x) the Intrepid Allocated Shares and a counterpart of the Intrepid Warrant Agreement, duly executed by SN, to Intrepid;

(xi) a counterpart of the Intrepid Non-Solicitation Agreement, duly executed by SN and SOG; and

(xii) a counterpart of the Intrepid Registration Rights Agreement, duly executed by SN, to Intrepid.

(b) Deliveries of Purchasers - Anadarko Closing. At the Anadarko Closing (whether in a Separate Closing or as part of a Dual Closing), the applicable Purchaser executing such document shall deliver to each SN Party, as applicable, the following:

(i) a counterpart of the GP LLC Agreement, duly executed by GSO Associates;

(ii) a counterpart of the Partnership Agreement, duly executed by GSO Holdings;

(iii) a counterpart of the GSO Warrant Agreement, duly executed by the GSO Funds;

(iv) a counterpart of the GSO Registration Rights Agreement, duly executed by the GSO Funds;

(v) a counterpart of the GSO Non-Solicitation Agreement; duly executed by GSO;

(vi) a counterpart of the Partnership Agreement, duly executed by Intrepid;

(vii) a counterpart of the Intrepid Warrant Agreement, duly executed by Intrepid;

(viii) a counterpart of the Intrepid Registration Rights Agreement, duly executed by Intrepid; and

(ix) a counterpart of the Intrepid Non-Solicitation Agreement; duly executed by GSO.

(i) SN shall deliver payment of the fee due in accordance with the final sentence of Section 2.02(b) in respect of the Final Debt Replacement Units to be issued and sold to GSO Holdings at the KNOC Closing that occurs in a Separate Closing, if any, by wire transfer of immediately available funds to an account specified by GSO Holdings not less than two (2) Business Days prior to the KNOC Closing.

(d) Delivery of Funds.

(i) At the Anadarko Closing (whether in a Separate Closing or as part of a Dual Closing), GSO Holdings shall deliver the Preferred Unit Anadarko Funding Amount to the Partnership by wire transfer of immediately available funds pursuant to Section 2.01(a);

(ii) At the Anadarko Closing (whether in a Separate Closing or as part of a Dual Closing), Intrepid shall deliver the Intrepid Contribution to the Partnership by wire transfer of immediately available funds pursuant to Section 2.01(a);

(iii) At the Anadarko Closing (whether in a Separate Closing or as part of a Dual Closing), the Common Unit Purchaser shall deliver the Common Unit Funding Amount to the Partnership by wire transfer of immediately available funds pursuant to Section 2.01(a);

(iv) At the Anadarko Closing (whether in a Separate Closing or as part of a Dual Closing), GSO Associates shall deliver to the General Partner such nominal amounts as set forth in the GP LLC Agreement pursuant to Section 2.01(b); and

(v) At the Anadarko Closing (whether in a Separate Closing or as part of a Dual Closing), the SN GP Member shall deliver to the General Partner such nominal amounts as set forth in the GP LLC Agreement pursuant to Section 2.01(b).

(vi) At the KNOC Closing (whether in a Separate Closing or as part of a Dual Closing), if applicable, GSO Holdings shall deliver the Preferred Unit KNOC Funding Amount, if any, to the Partnership by wire transfer of immediately available funds pursuant to Section 2.02(b).

Section 2.07 Conditions of GSO Associates’ and GSO Holdings’ Obligations at the Closing. The obligations of GSO Holdings and/or GSO Associates to wire funds at the Anadarko Closing pursuant to Section 2.06(d)(i) and Section 2.06(d)(iv) and, if applicable, the KNOC Closing pursuant to Section 2.06(d)(vi), and the obligations of GSO Holdings and GSO Associates to deliver the documents specified in Section 2.06(b), as applicable, are subject to the satisfaction (or waiver by GSO Holdings and GSO Associates) on or prior to the Anadarko Closing Date (whether in a Separate Closing or as part of a Dual Closing), and, as applicable, the KNOC Closing Date, of the following conditions:

(a) no statute, order, rule, decree or regulation has been entered by any Governmental Authority having jurisdiction over the parties hereto or the subject matter of this Agreement that restrains or prohibits the transactions contemplated by this Agreement and that remains in effect at the applicable Preferred Unit Closing and there shall not be pending any suit, action or proceeding by any Governmental Authority or other Person seeking to restrain, preclude, enjoin or prohibit the transactions contemplated by this Agreement;

(b) solely with respect to (i) the Anadarko Closing (whether in a Separate Closing or as part of a Dual Closing), the simultaneous “Closing” (as such term is defined in the APC/KM PSA) and (ii) the KNOC Closing (whether in a Separate Closing or as part of a Dual Closing), if applicable, the simultaneous consummation of the transactions contemplated by the KNOC PSA and the Anadarko Closing shall have occurred or in the case of a Dual Closing shall occur immediately before or concurrently with the KNOC Closing;

(c) solely with respect to the Anadarko Closing (whether in a Separate Closing or as part of a Dual Closing), the Partnership shall not have been assigned any interest under the Springfield Gathering Agreements, and SN and Anadarko shall have executed and delivered at the Anadarko Closing the Marketing Transition Services Agreement (as such term is defined in the APC/KM PSA) in accordance with the APC/KM PSA;

(d) all of (i) the Fundamental Representations of SN contained in Article III and Article V of this Agreement shall be true and correct at and as of each of the Anadarko Closing Date and KNOC Closing Date, as applicable, (other than representations and warranties as of an earlier specified date, which representations and warranties shall be true and correct at and as of such date), (ii) the representations and warranties of SN contained in Sections 3.08, 3.14 and 5.13 shall be true and correct in all material respects at and as of each of the Anadarko

Closing Date and KNOC Closing Date, and (iii) all of the other representations and warranties of SN contained in Article III and Article V of this Agreement not specified in clauses (i) or (ii) of this Section 2.07(d), excluding for purposes of this determination any qualification in such representations or warranties of materiality or material adverse effect therein (other than representations and warranties as of an earlier specified date, which representations and warranties shall be true and correct at and as of such date) shall be true and correct at and as of each of the Anadarko Closing Date and the KNOC Closing Date, as applicable, except where the failure of any such representations and warranties to be true and correct has not had, and is not reasonably likely to have, individually or in the aggregate, a material and adverse effect on the General Partner and the Partnership considered as a whole, or GSO Holdings;

(e) solely with respect to the Anadarko Closing (whether in a Separate Closing or as part of a Dual Closing), the simultaneous funding by the Common Unit Purchaser of the Common Unit Funding Amount;

(f) solely with respect to the Anadarko Closing (whether in a Separate Closing or as part of a Dual Closing), the closings of the Credit Facility and, if applicable, the Senior Debt shall have occurred or shall occur simultaneous with such Anadarko Closing, and the Partnership shall have unused availability under the Credit Facility of not less than $100.0 million, provided that, if a KNOC Election is not made or the KNOC Closing will not occur in a Dual Closing, the Partnership shall have unused availability under the Credit Facility of not less than $65.0 million, in each case subject to Section 2.01(c);

(g) solely with respect to the KNOC Closing (whether in a Separate Closing or as part of a Dual Closing), the Partnership shall have unused availability under the Credit Facility of not less than $100.0 million;

(h) each of the SN Parties shall have performed in all material respects all of the covenants required to be performed by it hereunder at or prior to each of the Anadarko Closing (whether in a Separate Closing or as part of a Dual Closing) and the KNOC Closing (whether in a Separate Closing or as part of a Dual Closing), as applicable;

(i) solely with respect to the Anadarko Closing (whether in a Separate Closing or as part of a Dual Closing), if GSO Holdings together with any of its Affiliates is or would become an Acquiring Person (as defined in the SN Rights Plan) as of such Anadarko Closing (taking into account all SN Common Stock issuable upon exercise of the Warrants and any warrants issued to any Affiliate of GSO Holdings), then the Board of Directors shall have taken all actions necessary to cause the SN Rights Plan to be amended, in a form reasonably acceptable to SN and GSO Holdings, to provide that none of GSO Holdings or any of its Affiliates shall be deemed an Acquiring Person, by designating such Persons as an Exempt Person (as defined in the SN Rights Plan) or otherwise; provided, however, that SN shall be entitled to (i) place a limitation on the maximum percentage of shares beneficially owned (as defined in the SN Rights Plan) by GSO Holdings and any of its Affiliates so long as such limitation is a higher ownership percentage than is represented by the Allocated GSO Shares and Warrants issuable at the Anadarko Closing to GSO Holdings and/or the GSO Funds and/or their Affiliates (including, without limitation, warrants to purchase Allocated GSO Shares issued to Affiliates of GSO Holdings and/or the GSO Funds), including for the avoidance of doubt the shares of SN Common Stock for which the Warrants (and such warrants issued to any such Affiliate) may be exercisable by GSO Holdings and/or the GSO Funds and/or their Affiliates after the Anadarko Closing (provided, that SN will place separate percentage limits on Affiliates associated with Blackstone, on the one hand, and Affiliates associated with GSO, on the other hand) and (ii) provide in such amendment that, (x) at such time as GSO Holdings together with any of its Affiliates no longer Beneficially Owns 4.9% or more of the SN Common Stock (provided, that SN will place separate percentage limits on Affiliates associated with Blackstone, on the one hand, and Affiliates associated with GSO, on the other hand), then such Person may no longer be an Exempt Person and/or may be an Acquiring Person thereafter, and (y) Persons not subject to or bound by the GSO Voting Agreement (or substantially similar

agreement with SN) shall not be entitled to the benefits of the exemptions provided for in such amendment. As used in this clause (h) “Affiliates” has the meaning ascribed to such term in the SN Rights Plan; provided, further, that in no event will the amendment to the SN Rights Plan be structured to prohibit such Exempt Persons from maintaining their respective then-current percentage ownership in SN or from exercising Rights to acquire Allocated GSO Shares to maintain their then-current respective percentage interests;

(j) solely with respect to the Anadarko Closing (whether in a Separate Closing or as part of a Dual Closing), the Board of Directors of SN shall have reserved for issuance a number of shares of SN Common Stock equal to the number of shares issuable upon exercise of the GSO Warrants;

(k) neither the General Partner nor the Partnership shall be, and shall not be required to become, a guarantor or a Restricted Subsidiary under any credit agreement, indenture or other loan agreement or other material agreement relating to indebtedness of, or guaranteed by, SN or any of its Subsidiaries (other than the General Partner and the Partnership); and

(l) solely with respect to the Anadarko Closing (whether in a Separate Closing or as part of a Dual Closing), the GSO Allocated Shares and the SN Common Stock subject to issuance upon the exercise of the GSO Warrants shall be approved for listing on the NYSE, subject to the official notice of issuance.

Section 2.08 Conditions of the Common Unit Purchaser’s Obligations at Committed Closing. The obligation of the Common Unit Purchaser and SN GP Member to wire funds at the Anadarko Closing pursuant to Section 2.06(d)(iii) and Section 2.06(d)(v), and the obligation of SN to deliver, or cause to be delivered, (a) those Anadarko Closing deliverables set forth in Section 2.06(a) is subject to the satisfaction (or waiver by the SN Parties) on or prior to the Anadarko Closing Date and (b) the KNOC Closing deliverables set forth in Section 2.06(c) is subject to the satisfaction (or waiver by the SN Parties) on or prior to the KNOC Closing Date, of the following conditions:

(c) all of the Fundamental Representations of the Preferred Unit Purchasers contained in this Agreement shall be true and correct at and as of each of the Anadarko Closing Date and KNOC Closing Date, as applicable, (other than representations and warranties as of an earlier specified date, which representations and warranties shall be true and correct on and as of such date) and all of the other representations and warranties of the Preferred Unit Purchasers contained in Article IV of this Agreement excluding for purposes of this determination any qualification in such representations or warranties of materiality or material adverse effect therein shall be true and correct at and as of each of the Anadarko Closing Date and KNOC Closing Date, as applicable, (other than representations and warranties as of an earlier specified date, which representations and warranties shall be true and correct at and as of such date) except where the failure of any such representation has not had, and is not reasonably like to have, individually and in the aggregate, a material and adverse effect on the General Partner and the Partnership considered as a whole, or the Common Unit Purchaser;

(d) solely with respect to (i) the Anadarko Closing (whether in a Separate Closing or as part of a Dual Closing), the simultaneous funding of the Preferred Unit Anadarko Funding Amount and (ii) the KNOC Closing (whether in a Separate Closing or as part of a Dual Closing), the simultaneous funding of the Preferred Unit KNOC Funding Amount; and

(e) each of GSO Associates and GSO Holdings shall have performed in all material respects all of the covenants required to be performed by them hereunder at or prior to each of the Anadarko Closing Date and KNOC Closing Date.

Section 2.09 Conditions of Intrepid’s Obligations at the Closing. The obligations of Intrepid to wire funds at the Anadarko Closing pursuant to Section 2.06(d)(ii) and the obligations of Intrepid to deliver the documents specified in Section 2.06(b), as applicable, are subject solely to the simultaneous funding of the Preferred Unit Anadarko Funding Amount at the Anadarko Closing.

Section 2.10 Nature of Obligations. The obligations hereunder of GSO Holdings and GSO Associates, on the one hand, and Intrepid, on the other hand, are several and not joint. For the avoidance of doubt and notwithstanding anything to the contrary herein, the obligation of GSO Holdings to contribute the Preferred Unit Anadarko Funding Amount in accordance with Section 2.01(a) and to perform its other obligations hereunder and under the Equity Commitment Letters are not conditioned by or subject to in any manner (and the Preferred Unit GSO Commitment Amount shall not be subject to reduction) any termination of this Agreement with respect to Intrepid, Intrepid’s failure to contribute the Intrepid Contribution in accordance with Section 2.01(a) or Intrepid otherwise failing to perform its other obligations hereunder.

Section 2.11 Further Assurances. From time to time after the date hereof, without further consideration, each of SN, SN GP Member, the General Partner, the Partnership, the Common Unit Purchaser and the Purchasers shall use their reasonable best efforts to take, or cause to be taken, all actions necessary or appropriate to consummate the transactions contemplated by this Agreement and the other Basic Documents.

Section 2.12 UCC Filings After January 12, 2017 . The parties hereto acknowledge that on January 12, 2017, SN caused filings on UCC Form 1s to be filed on behalf of the Partnership in the States of Delaware and Texas and in such other locations as were directed by GSO Holdings with respect to the Liens and security interests of the Partnership under the Hydrocarbons Marketing Agreement to secure payments that become due to the Partnership thereunder.

ARTICLE III
REPRESENTATIONS AND WARRANTIES
RELATED TO THE GENERAL PARTNER AND THE PARTNERSHIP

Section 3.01 Existence and Power.

(a) The General Partner has been duly formed and is validly existing as a limited liability company in good standing under the Laws of the State of Delaware, has the full limited liability company power and authority to own or lease its properties and assets and to conduct its business, and is duly registered or qualified as a foreign limited liability company, as the case may be, for the transaction of business under the Laws of each jurisdiction in which the character of the business conducted by it or the nature or location of the properties owned or leased by it makes such registration or qualification necessary, except where the failure to be so

qualified, in good standing or have such power or authority would not, individually or in the aggregate, have a material adverse effect on the General Partner. All limited liability company action required to be taken by the General Partner for the execution and delivery of this Agreement and the other Basic Documents to which it is or will be a party and the consummation of the transactions contemplated hereby and thereby have been, or prior to the applicable Preferred Unit Closing shall have been, duly and validly taken. Upon the execution and delivery of the GP LLC Agreement by the parties thereto, the General Partner will have all requisite power and authority to issue, sell and deliver the Class A Common Interests and the Class B Common Interests, in accordance with and upon the terms set forth in this Agreement and the GP LLC Agreement.

(b) The Partnership has been duly formed and is validly existing as a limited partnership under the Laws of the jurisdiction of the State of Delaware, has the full limited partnership power and authority to own or lease its properties and assets and to conduct its business, and is duly registered or qualified as a foreign limited partnership, as the case may be, for the transaction of business under the Laws of each jurisdiction in which the character of the business conducted by it or the nature or location of the properties owned or leased by it makes such registration or qualification necessary, except where the failure to be so qualified, in good standing or have such power or authority would not, individually or in the aggregate, have a material adverse effect on the Partnership. All limited partnership action required to be taken by the Partnership for the execution and delivery by the Partnership of this Agreement and the other Basic Documents to which it is or will be a party and the consummation of the transactions contemplated hereby and thereby have been, or prior to the applicable Preferred Unit Closing shall have been, duly and validly taken. Upon execution of the Partnership Agreement, the Partnership will have all requisite power and authority to issue, sell and deliver the non-economic general partner interest, the Common Units to be issued to the Common Units Purchaser in accordance with Section 2.01(a) and the Preferred Units to be issued to the Preferred Unit Purchasers in accordance with Section 2.01(a) and Section 2.02(a).

Section 3.02 Authority; Enforceability.

(a) The limited liability company agreement of the General Partner and agreement of limited partnership of the Partnership, each as of the Effective Date, have been duly authorized, executed and delivered by (i) in the case of the General Partner, SN GP Member and (ii) in the case of the Partnership, by Common Unit Purchaser and the General Partner, and constitute valid and legally binding agreements, enforceable in accordance with their respective terms, except as the enforceability of such agreements may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

(b) Each of the Basic Documents to which the General Partner or the Partnership is or will be a party have been duly and validly authorized and executed, or when executed shall be duly and validly authorized and executed by each of the General Partner or the Partnership, as the case may be, and constitutes, or will when executed constitute, the legal, valid and binding obligations of each of the General Partner or the Partnership that is a party thereto, as the case may be, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Section 3.03 Capitalization; Issuance of Units.

(a) As of the Effective Date:

(i) The General Partner’s authorized Equity Interests consist of 100 Common Units which membership interests have been duly authorized and validly issued in accordance with the governing documents of the General Partner and applicable Law; and

(ii) The Partnership’s authorized Equity Interests consist solely of (A) a non-economic general partner interest held by the General Partner and (B) 100 common limited partner interests held by Common Unit Purchaser, which partnership interests have been duly authorized and validly issued in accordance with the governing documents of the Partnership and applicable Law.

(b) Immediately following the Anadarko Closing (whether in a Separate Closing or as part of a Dual Closing), after giving effect to the execution of the GP LLC Agreement and the Partnership Agreement by the parties thereto:

(i) The outstanding Equity Interests of the General Partner, shall consist of the 99 Class A Common Interests issued to SN GP Member and 1 Class B Common Interest issued to GSO Associates, which membership interests, when issued, will have been duly authorized and validly issued in accordance with the GP LLC Agreement and applicable Law, will be free of any and all Liens and restrictions on transfer, other than restrictions on transfer under the GP LLC Agreement under or applicable state and federal securities Laws and will be fully paid and non-assessable (except as such non-assessability may be affected by Sections 18-607 and 18-804 of the Delaware Act); and

(ii) The outstanding Equity Interests of the Partnership, shall consist of (A) the non-economic general partner interest held by the General Partner, (B) the Common Units issued to the Common Unit Purchaser pursuant to Section 2.01(a) and (C) the Preferred Units issued to the Preferred Unit Purchasers pursuant to Section 2.01(a), subject to increase in accordance with Section 2.01(c), which Equity Interests will be duly authorized and validly issued in accordance with the Partnership Agreement and applicable Law, free and clear of any and all Liens and restrictions on transfer, other than restrictions on transfer under the Partnership Agreement or under applicable state and federal securities Laws, fully paid and the Common Units and Preferred Units will be non-assessable (except as such non-assessability may be affected by Sections 17-303, 17-607 and 17-804 of DRULPA).

(i) The outstanding Equity Interests of the Partnership, shall consist of (A) the non-economic general partner interest held by the General Partner, (B) the Common Units issued to the Common Unit Purchaser pursuant to Section 2.01(a) and (C) the Preferred Units issued to the Preferred Unit Purchasers pursuant to Section 2.01(a) and Section 2.02(a), subject to increase in accordance with Section 2.01(c) and, if the KNOC Closing occurs in a Separate Closing, Section 2.02(b), respectively, which partnership interests will be duly authorized and validly issued in accordance with the Partnership Agreement and applicable Law, free and clear of any and all Liens and restrictions on transfer, other than restrictions on transfer under the Partnership Agreement or under applicable state and federal securities Laws, fully paid and the Common Units and Preferred Units will be non-assessable (except as such non-assessability may be affected by Sections 17-303, 17-607 and 17-804 of DRULPA).

(d) Except as set forth in this Agreement or (i) with respect to the General Partner, the GP LLC Agreement or (ii) with respect to the Partnership, the Partnership Agreement, there are no Persons entitled to preemptive, statutory or other similar contractual rights to subscribe for any Class A Common Interests, Class B Common Interests, any general partner interest of the Partnership, Common Units, Preferred Units or any other Equity Interests of either the General Partner or the Partnership.

(e) Except for the Class A Common Interests, the Class B Common Interest, the non-economic interest of the General Partner, the Common Units and the Preferred Units to be issued pursuant to this Agreement, there are no options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for, membership interest, general partner interest, limited partner interest or any other ownership interests in the General Partner or the Partnership, as applicable.

Section 3.04 Subsidiaries of the General Partner and the Partnership. Except for its non-economic general partnership interest in the Partnership, the General Partner does not have any Subsidiary and does not own, directly or indirectly, any Equity Interests in any other Person. The Partnership does not have any Subsidiaries and does not own, directly or indirectly, any Equity Interests in any other Person.

Section 3.05 Litigation. As of the Effective Date, there are no, and as of the Anadarko Closing (whether in a Separate Closing or as part of a Dual Closing) and, if occurring, the KNOC Closing (whether in a Separate Closing or as part of a Dual Closing), there will not be any, legal or governmental proceedings pending to which the General Partner or the Partnership is a party or to which any property or asset of the General Partner or the Partnership is subject or which challenges the validity of any of the Basic Documents or the right of the General Partner or the Partnership to enter into any of the Basic Documents to which it is a party or to consummate the transactions contemplated hereby or thereby and, to the Knowledge of SN, no such proceedings are threatened by any Governmental Authorities or others.

Section 3.06 No Conflicts. None of (a) the offering, issuance and sale by (i) the General Partner of the Class A Common Interests or Class B Common Interests or (ii) the Partnership of the non-economic general partners interest, the Common Units or the Preferred Units, and, in each case, the application of the proceeds therefrom, (b) the execution, delivery and performance by the General Partner or the Partnership of the Basic Documents to which it is or will be a party, or (c) the consummation of the transactions contemplated hereby or thereby (i) constitutes or will constitute a violation of the other organizational documents of the General Partner or the Partnership, (ii) constitutes or will constitute a breach or violation of, or a default (or an event which, with notice or lapse of time or both, would constitute such a default) under, any Contract to which the General Partner or the Partnership is a party or by which any of them or any of their respective properties may be bound or (iii) violates or will violate any statute, Law, Permit or regulation or any order, judgment, decree or injunction of any court or Governmental Authority or body having jurisdiction over the General Partner or the Partnership or any of their respective properties in a proceeding to which any of them or their property is or was a party, except, in cases of clauses (ii) and (iii) above, for any such conflict, breach, violation or default that would not, individually or in the aggregate, have a material adverse effect on the Partnership and the General Partner, taken as a whole.

Section 3.07 Approvals. Except as set forth on Schedule 3.07, no authorization, consent, approval, waiver, license, qualification or written exemption from, nor any filing, declaration, qualification or registration with, any Governmental Authority or any other Person is required in connection with (a) the execution, delivery or performance by any of the General Partner or the Partnership of any of the Basic Documents, (b) the General Partner’s issuance at the Anadarko Closing (whether in a Separate Closing or as part of a Dual Closing) and sale of the Class A Common Interests or Class B Common Interests, or (c) the Partnership’s issuance at (i) the Anadarko Closing (whether in a Separate Closing or as part of a Dual Closing) of the non-economic general partner interest and the Common Units to be issued to the Common Unit Purchaser pursuant to Section 2.01(a) (ii) the Anadarko Closing (whether in a Separate Closing or as part of a Dual Closing) and, if occurring the KNOC Closing (whether in a Separate Closing or as part of a Dual Closing), of the Preferred Units to be issued to the Preferred Unit Purchasers pursuant to Section 2.01(a) and, if applicable, Section 2.02(a).

Section 3.08 No Liabilities. Except (i) as arising under this Agreement, the APC/KM PSA or, if entered into, the KNOC PSA, (ii) as set forth on Schedule 3.08 and (iii) for obligations of the General Partner and the

Partnership arising under any document contemplated (x) hereby, (y) in the APC/KM PSA or (z) if entered into, the KNOC PSA, to be entered into by the Partnership at or prior to the Anadarko Closing (whether in a Separate Closing or as part of a Dual Closing), as of the Effective Date and as of the time immediately prior to the Anadarko Closing (whether in a Separate Closing or as part of a Dual Closing) or, if the KNOC PSA is entered into, immediately prior to the KNOC Closing (whether in a Separate Closing or as part of a Dual Closing), neither the General Partner or the Partnership is or will be subject to any liabilities or obligations of any nature (whether known or unknown and whether absolute, accrued, contingent or otherwise) nor has conducted any business other than in connection with the foregoing.

Section 3.09 Investment Company Status. Neither the General Partners nor the Partnership is, and upon the issuance and sale of the Class A Common Interests, the Class B Common Interests, the non-economic general partner interest, the Common Units and the Preferred Units as herein contemplated and the application of the net proceeds therefrom, neither the General Partner nor the Partnership will be, an “investment company” or an entity “controlled” by an “investment company” as such terms are defined in the Investment Company Act of 1940, as amended, and the rules and regulations of the SEC promulgated thereunder.

Section 3.10 No Registration Required. Assuming the accuracy of the representations and warranties of the Purchasers contained in this Agreement and their compliance with the agreements set forth in this Agreement, the sale and issuance at the Closing of the Class A Common Interests, the Class B Common Interests, the non-economic general partner interests, the Common Units and the Preferred Units pursuant to this Agreement is exempt from the registration requirements of the Securities Act, and neither the General Partner nor the Partnership nor, to the Knowledge of SN, any authorized representative acting on behalf of the General Partner or the Partnership has taken or will take any action hereafter that would cause the loss of such exemption.

Section 3.11 Certain Fees. Except for fees payable to J.P. Morgan, Citi and the other lenders in respect of the Credit Facility or Senior Debt that have been disclosed in writing to GSO Holdings prior to the Effective Date and pursuant to the terms of the Fee Letter, no fees or commissions are or will be payable by the General Partner or the Partnership, and each of the Preferred Unit Purchasers and their Affiliates shall not be subject to any liability or other obligation with respect, to brokers, finders or investment bankers in connection with or relating to the issuance of the Class A Common Interests, the Class B Common Interests, the non-economic general partner interests, the Common Units, the Preferred Units, the Initial Debt Replacement Units, the Final Debt Replacement Units, the GSO Allocated Shares, the Intrepid Allocated Shares, the Warrants, the issuance of SN Common Stock upon exercise of the Warrants or the consummation of the transactions contemplated by this Agreement; provided that, SN shall pay for any fees payable to J.P. Morgan, Citi and the other lenders that are not provided for pursuant to the Fee Letter.

Section 3.12 No Integration. Neither the General Partner nor the Partnership has, directly or indirectly through any representative, made any offers or sales of any security or solicited any offers to buy any security that is or will be integrated with the issuance and sale of the Class A Common Interests, the Class B Common Interests, the non-economic general partner interests, the Common Units or the Preferred Units in a manner that would require the offer and sale of any of the Class A Common Interests, Class B Common Interests, the non-economic general partner interests, Common Units or Preferred Units to be registered under the Securities Act.

Section 3.13 No Restrictions on Dividends. Neither the General Partner nor the Partnership is a party to or otherwise subject to or bound by any instrument or agreement that limits or prohibits or could limit or prohibit, directly or indirectly, the General Partner or the Partnership from (a) redeeming the Preferred Units pursuant to their terms or (b) paying any dividends or making other distributions on the Preferred Units that may be issued, except as may be set forth in the GP LLC Agreement, the Partnership Agreement, the Credit Facility or any documents relating to the Senior Debt, if applicable.

Section 3.14 Springfield Gathering. At the Closing and assuming the “Closing” (as such term is defined in the APC/KM PSA) has occurred, the Partnership shall not have been assigned any interest under the Springfield Gathering Agreements, and SN and Anadarko shall have executed and delivered at the Anadarko Closing the Marketing Transition Services Agreement (as such term is defined in the APC/KM PSA) in accordance with the APC/KM PSA.

ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF
THE PREFERRED UNIT PURCHASERS

Except as otherwise expressly limited to a specific date herein, as of the Effective Date, the Anadarko Closing Date, and if the KNOC Closing (whether in a Separate Closing or as part of a Dual Closing) occurs, the KNOC Closing Date, GSO Holdings (severally and not jointly with Intrepid) represents and warrants to the SN Parties with respect to representations and warranties related to GSO Associates, GSO Holdings and the GSO Funds, and Intrepid (severally and not jointly with GSO Holdings and GSO Associates) represents and warrants to the SN Parties with respect to representations and warrants related to Intrepid, as follows:

Section 4.01 Existence. GSO Associates is duly organized and validly existing as a limited liability company and in good standing under the Laws of its state of formation, with all necessary power and authority to own properties and to conduct its business as currently conducted. GSO Holdings is duly organized and validly existing as a limited partnership and in good standing under the Laws of its state of formation, with all necessary power and authority to own properties and to conduct its business as currently conducted. Each of the GSO Funds is duly organized as a limited partnership and in good standing under the Laws of its state of formation, with all necessary power and authority to own properties and to conduct its business as currently conducted. Intrepid is duly organized and validly existing as a limited liability company and in good standing under the Laws of its state of formation, with all necessary power and authority to own properties and to conduct its business as currently conducted.

Section 4.02 Authorization, Enforceability. GSO Associates and Intrepid have all necessary limited liability company, and GSO Holdings and the GSO Funds have all necessary limited partnership legal power and authority to enter into, deliver and perform its obligations (if any) under the Basic Documents to which it is or will be a party. The execution, delivery and performance by such Purchaser and the GSO Funds of the Basic Documents to which it is or will be a party and the consummation by it of the transactions contemplated hereby and thereby have been or, when executed, will be duly and validly authorized by all necessary legal action of such Purchaser and the GSO Funds, and no further consent or authorization of such Purchaser or the GSO Funds is required. The Basic Documents to which such Purchaser or the GSO Funds is or will be a party have been or, prior to the Closing, will be duly executed and delivered by such Purchaser or the GSO Funds, as the case may be, and constitute or, when executed, will constitute legal, valid and binding obligations of such Purchaser or the GSO Funds, as the case may be; except as, the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity and except as the rights to indemnification may be limited by applicable Law (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Section 4.03 No Breach. None of the execution, delivery or performance by such Purchaser or the GSO Funds of the Basic Documents to which it is, or prior to the Anadarko Closing (whether in a Separate Closing or as part of a Dual Closing) or, as applicable, the KNOC Closing (whether in a Separate Closing or as part of a Dual Closing), will be a party or the consummation by such Purchaser or the GSO Funds of the transactions contemplated hereby or thereby will (a) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any material agreement to which such Purchaser is a party or by

which such Purchaser or the GSO Funds are bound or to which any of the property or assets of such Purchaser or the GSO Funds is subject, (b) conflict with or result in any violation of the provisions of the organizational documents of each such Purchaser, or (c) violate any statute, order, rule or regulation of any court or Governmental Authority or body having jurisdiction over each such Purchaser or the GSO Funds or the property or assets of each such Purchaser or the GSO Funds, except in the case of clauses (a) and (c), for such conflicts, breaches, violations or defaults as would not prevent the consummation of the transactions contemplated by the Basic Documents to which each Purchaser or the GSO Funds, as the case may be, is or, prior to the Anadarko Closing and if applicable, the KNOC Closing, will be a party.

Section 4.04 Approvals. Except as set forth on Schedule 4.04, no authorization, consent, approval, waiver, license, qualification or written exemption from, nor any filing, declaration, qualification or registration with, any Governmental Authority or any other Person is required in connection with the execution, delivery or performance by such Purchaser or the GSO Funds of any of the Basic Documents.

Section 4.05 Certain Fees. No fees or commissions are or will be payable by such Purchaser or the GSO Funds to brokers, finders or investment bankers with respect to the purchase by GSO Associates of the Class B Common Interest or the purchase of any of the Purchased Preferred Units by GSO Holdings and Intrepid, respectively, the issuance to the GSO Funds of the GSO Allocated Shares and GSO Warrants, the issuance to Intrepid of the Intrepid Allocated Shares and Intrepid Warrants or the consummation of the transactions contemplated by this Agreement, in each case, for which an SN Party may be liable.

Section 4.06 Restricted Securities. Except for possible permitted transfers subject to the terms of (a) in the case of Class B Common Interest, the GP LLC Agreement or (b) in the case of the Purchased Preferred Units, the Partnership Agreement, GSO Associates is acquiring the Class B Common Interest, such Preferred Unit Purchaser is acquiring its respective Purchased Preferred Units (as issued and delivered to GSO Holdings and Intrepid, respectively, pursuant to Section 2.01(a)), the GSO Funds are acquiring the GSO Allocated Shares and the GSO Warrants, and any SN Common Stock acquired upon exercise of the GSO Warrants, and Intrepid is acquiring the Intrepid Allocated Shares and the Intrepid Warrants, and any SN Common Stock acquired upon exercise of the Intrepid Warrants, for its own account, for the purpose of investment only and not with a view to, or for sale in connection with, any distribution thereof in violation of applicable securities Laws. Such Purchaser and the GSO Funds has such knowledge, sophistication and experience in financial and business matters so as to be capable of evaluating the merits and risks of its proposed investment in (a) in the case of GSO Associates, the Class B Common Interest, (b) in the case of the Preferred Unit Purchasers, each such Preferred Unit Purchaser’s investment in its respective Purchased Preferred Units, (c) in the case of the GSO Funds, the GSO Allocated Shares, the GSO Warrants and any SN Common Stock issued upon exercise of the GSO Warrants and (d) in the case of Intrepid, the Intrepid Allocated Shares, the Intrepid Warrants and any SN Common Stock issued upon exercise of the Intrepid Warrants and is capable of bearing the economic risk of such investment. Such Purchaser and each GSO Fund is an “accredited investor” as that term is defined in Rule 501 of Regulation D (without regard to Rule 501(a)(4)) promulgated under the Securities Act. Such Purchaser and each of the GSO Funds acknowledges and understands as applied to such party that the acquisition by (a) GSO Associates of the Class B Common Interest, (b) GSO Holdings and Intrepid of their respective portion of the Purchased Preferred Units, (c) the GSO Funds of the GSO Allocated Shares and the GSO Warrants and (d) Intrepid of the Intrepid Allocated Shares and the Intrepid Warrants has not been, and prior to the Closing will not be, and any SN Common Stock acquired upon exercise of the GSO Warrants or Intrepid Warrants, as applicable, will not be, registered under the Securities Act in each case in reliance on an exemption therefrom and that each of SN, the General Partner and the Partnership is relying upon the truth and accuracy of, and such Purchaser’s and the GSO Funds’ compliance with, the representations, warranties, agreements, acknowledgments and understandings of each of the Purchasers and the GSO Funds set forth herein in order to determine the availability of such exemptions and the eligibility of GSO Associates to acquire the Class B Common Interest, the Preferred Unit Purchasers to acquire their respective portion of the Purchased Preferred Units, the GSO Funds to acquire the

GSO Allocated Shares, the GSO Warrants and any SN Common Stock acquired upon exercise of the GSO Warrants, and Intrepid to acquire the Intrepid Allocated Shares, the Intrepid Warrants and any SN Common Stock acquired upon exercise of the Intrepid Warrants and the Class B Common Interest, the Purchased Preferred Units, the GSO Allocated Shares, the Intrepid Allocated Shares the GSO Warrants, the Intrepid Warrants and any SN Common Stock acquired upon exercise of the GSO Warrants or Intrepid Warrants will, upon such acquisition, be characterized as “restricted securities” under state and federal securities Laws. Such Purchaser and each of the GSO Funds further acknowledge and understand, as to the equity interests being acquired by it, that (x) none of the Class B Common Interest, the Purchased Preferred Units, the GSO Allocated Shares, the Intrepid Allocated Shares, the GSO Warrants, the Intrepid Warrants, and any SN Common Stock acquired upon exercise of the GSO Warrants or Intrepid Warrants may be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of except pursuant to an effective registration statement under the Securities Act or pursuant to an available exemption from the registration requirements of the Securities Act, and in compliance with other applicable state and federal securities Laws and (y) when issued at the Closing, the Class B Common Interest, the Purchased Preferred Units, the GSO Allocated Shares, the Intrepid Allocated Shares, the GSO Warrants, the Intrepid Warrants and when issued upon exercise of the GSO Warrants or Intrepid Warrants, any SN Common Stock so issued, will bear a legend substantially as set forth below:

“These securities have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state or other jurisdiction. These securities may not be sold or offered for sale, pledged or hypothecated except pursuant to an effective registration statement under the Securities Act or pursuant to an exemption from registration thereunder, in each case in accordance with all applicable securities laws of the states or other jurisdictions, and in the case of a transaction exempt from registration, such securities may only be transferred if the transfer agent for such securities has receive documentation satisfactory to it that such transaction does not require registration under the Securities Act.”

Section 4.07 Financing.

(a) At the Anadarko Closing (whether in a Separate Closing or as part of a Dual Closing) and, if applicable, the KNOC Closing (whether in a Separate Closing or as part of a Dual Closing), GSO Holdings will have all funds necessary for its payment of up to the Preferred Unit Anadarko Funding Amount at the Anadarko Closing (whether in a Separate Closing or as part of a Dual Closing) and the Preferred Unit KNOC Funding Amount at the KNOC Closing (whether in a Separate Closing or as part of a Dual Closing), in each case in accordance with this Agreement, and for all other actions necessary for GSO Associates and GSO Holdings to consummate the transactions contemplated in this Agreement and to perform its obligations hereunder. At the Anadarko Closing (whether in a Separate Closing or as part of a Dual Closing), Intrepid will have all funds necessary for its payment of the Intrepid Contribution at the Anadarko Closing (whether in a Separate Closing or as part of a Dual Closing) in accordance with this Agreement, and for all other actions necessary for Intrepid to consummate the transactions contemplated in this Agreement and to perform its obligations hereunder. Each of the Purchasers understands that its obligations to consummate the transactions contemplated by this Agreement (including the payment of all amounts when due) are not subject to the availability to the Purchasers or Intrepid of any financing or funding.

(b) On January 12, 2017, GSO Holdings delivered to SN and the Partnership a true, complete and correct copy of each of the executed Equity Commitment Letters pursuant to which the applicable investor party or parties thereto has or have committed, on the terms and subject to the conditions set forth therein, to invest in GSO Holdings the cash amount set forth therein.

(i) Neither of the Equity Commitment Letters has been modified or amended and no modification or amendment is contemplated, and the commitment thereunder has not been terminated, reduced, withdrawn or rescinded in any respect and no such termination, reduction, withdrawal or recession is contemplated. There are no side letters or other Contracts or arrangements related to the funding therein that contradicts or reduces the obligations of the Affiliates of GSO thereunder to perform subject to the conditions and on the terms set forth therein. Each of the Equity Commitment Letters is in full force and effect and is the legal, valid, binding and enforceable obligations of GSO Holdings and each of the other parties thereto, as the case may be. There are no conditions precedent or other contingencies related to the funding of the full amount (or any portion) except as set forth in the Equity Commitment Letters and this Agreement. No event has occurred which, with or without notice, lapse of time or both, could reasonably be expected to constitute a default or breach on the part of GSO Holdings or any other party thereto under either of the Equity Commitment Letters. GSO Holdings has not incurred any obligation, commitment, restriction or other liability of any kind, and is not contemplating or aware of any obligation, commitment, restriction or other liability of any kind, in either case which would impair or adversely affect such resources, funds or capabilities. The Equity Commitment Letters designate SN as an intended third party beneficiary thereof who may enforce the rights of GSO Holdings pursuant to such Equity Commitment Letter as if each SN was a party thereto. All commitments and other fees, if any, required to be paid under the Equity Commitment Letters prior to the Effective Date have been paid in full.

ARTICLE V
REPRESENTATIONS AND WARRANTIES OF SN

Except as otherwise expressly limited to a specific date herein, as of the Effective Date, the Anadarko Closing Date, and if the KNOC Closing (whether in a Separate Closing or as part of a Dual Closing) occurs, the KNOC Closing Date, SN represents and warrants to the Partnership, the General Partner and each of the Purchasers as follows:

Section 5.01 Existence.

(a) SN is duly organized and validly existing as a corporation and in good standing under the Laws of its state of formation, with all necessary power and authority to own, lease and operate its properties and to conduct its business as currently conducted, and is duly registered or qualified as a foreign corporation, as the case may be, for the transaction of business under the Laws of each jurisdiction in which the character of the business conducted by it or the nature or location of the properties owned or leased by it makes such registration or qualification necessary, except where the failure to be so qualified, in good standing or have such power or authority would not, individually or in the aggregate, have a material adverse effect on SN. SN has all requisite corporate power and authority to execute and deliver this Agreement and the other Basic Documents to which it is or will be a party and to perform its obligations hereunder and thereunder.

(b) SN GP Member is duly organized and validly existing as a limited liability company and in good standing under the Laws of its state of formation, with all necessary power and authority to own properties and to conduct its business as currently conducted.

(c) Common Unit Purchaser is duly organized and validly existing as a limited liability company and in good standing under the Laws of its state of formation, with all necessary power and authority to own properties and to conduct its business as currently conducted.

Section 5.02 Authorization, Enforceability. Each of SN, SN GP Member and Common Unit Purchaser has all necessary legal power and authority to enter into, deliver and perform its obligations under the Basic Documents to which it is or will be a party. The execution, delivery and performance by SN, SN GP Member and Common Unit Purchaser of the Basic Documents and the consummation by it of the transactions

contemplated hereby and thereby have been or, when executed, will be duly and validly authorized by all necessary legal action, and no further consent or authorization of SN, SN GP Member or Common Unit Purchaser is required. The Basic Documents to which SN, SN GP Member or Common Unit Purchaser, as the case may be, is or will be a party have been or will be duly executed and delivered by SN, SN GP Member and/or Common Unit Purchaser, as the case may be, and constitute or, when executed, will constitute the legal, valid and binding obligations of SN, SN GP Member or Common Unit Purchaser, as the case may be, except or the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity and except as the rights to indemnification may be limited by applicable Law (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Section 5.03 No Conflicts. None of (a) the execution, delivery and performance by SN, SN GP Member or Common Unit Purchaser of the Basic Documents to which it is or will be a party or (b) the consummation of the transactions contemplated hereby or thereby (i) constitutes or will constitute a violation of the other organizational documents of SN, SN GP Member or Common Unit Purchaser, (ii) constitutes or will constitute a breach or violation of, or a default (or an event which, with notice or lapse of time or both, would constitute such a default) under, the SN Credit Agreement or any indenture or any other agreement pertaining to indebtedness to which SN or any of its Subsidiaries is a party or any Contract to which SN is a party or by which any of them or any of their respective properties may be bound or (iii) violates or will violate any statute, Law, Permit or regulation or any order, judgment, decree or injunction of any court or Governmental Authority or body having jurisdiction over SN, SN GP Member or Common Unit Purchaser or any of their respective properties in a proceeding to which any of them or their property is or was a party, except, in cases of clauses (ii) and (iii) above, for any such conflict, breach, violation or default that would not, individually or in the aggregate, have a material adverse effect on SN.

Section 5.04 Approvals. Except as set forth on Schedule 5.04, no authorization, consent, approval, waiver, license, qualification or written exemption from, nor any filing, declaration, qualification or registration with, any Governmental Authority or any other Person is required in connection with the execution, delivery or performance by SN, SN GP Member or Common Unit Purchaser of any of the Basic Documents to which it is a party, other than consents, waivers, licenses, qualifications, exemptions, filings, declarations, qualifications or registrations that have been or prior to Closing are obtained or made. Prior to the Anadarko Closing, and if applicable, the KNOC Closing, SN shall use its commercially reasonable efforts to take, or shall cause the SN Parties to take, all actions necessary to cause the conditions to Closing set forth in Sections 2.07 and 2.09 to be satisfied at and as of the Closing.

Section 5.05 Certain Fees. No fees or commissions are or will be payable by SN GP Member or the Common Unit Purchaser to brokers, finders or investment bankers with respect to the purchase of any of the Common Unit Purchaser’s Class A Common Interests or the Common Units or the consummation of the transactions contemplated by this Agreement, in each case, for which any the General Partner, the Partnership, GSO Holdings or Intrepid may be liable.

Section 5.06 The GSO Allocated Shares, the Intrepid Allocated Shares and the Warrants. When issued to the GSO Funds and Intrepid at the Anadarko Closing (whether in a Separate Closing or as part of a Dual Closing), the GSO Allocated Shares and Intrepid Allocated Shares will be duly authorized, validly issued, fully paid and nonassessable. The offer and sale by SN of the GSO Warrants to the GSO Funds and the Intrepid Warrants to Intrepid has been duly authorized by SN pursuant to its organizational documents and applicable Law and, when issued and delivered to the GSO Funds and Intrepid in accordance with the terms of this Agreement and the GSO Warrant Agreement and Intrepid Warrant Agreement will each be validly issued, fully paid (to the extent required by applicable Law and, as applicable, each of the GSO Warrant Agreement and Intrepid Warrant Agreement), non-assessable and issued in compliance with all applicable Laws, including

securities Laws, and will be free and clear of any and all Liens and restrictions on transfer, other than restrictions on transfer under the GSO Warrant Agreement and Intrepid Warrant Agreement, as applicable, or arising under applicable state and federal securities Laws. Neither the execution, delivery and performance by SN of the GSO Warrant Agreement or the Intrepid Warrant Agreement, or the issuance of the GSO Allocated Shares, the Intrepid Allocated Shares, the GSO Warrants, the Intrepid Warrants or SN Common Stock upon exercise of the GSO Warrants or the Intrepid Warrants and compliances by SN with its objections under each of the GSO Warrant Agreement and Intrepid Warrant Agreement will, whether with or without the giving of notice, the passage of time or both, require any consent, approval or notice under, or will constitute a breach or violation of the organization documents of SN, conflict with or constitute a material breach of, or default under, or result in the creation or imposition of any Lien upon the property or assets of SN pursuant to any Contract to which SN is a party, or result in a violation of any applicable material Law, judgment, order, writ or decree of any Governmental Authority with jurisdiction over SN or its assets. The SN Common Stock to be issued upon exercise of the Warrants will, when issued, be validly issued, fully paid and non-assessable. The shares of SN Common Stock subject to issuance upon exercise of the Warrants have been reserved for issuance by SN and will be so reserved until the exercise in full of the Warrants. The holders of the outstanding Equity Interests of SN are not entitled to subscribe for any of the Warrants or the SN Common Stock to be issued upon exercise of the Warrants. The GSO Funds and Intrepid, as applicable, will have the right on the terms and subject to the conditions set forth in the GSO Registration Rights Agreement and Intrepid Registration Rights Agreement, to require SN to register the GSO Allocated Shares and Intrepid Allocated Shares and the SN Common Stock subject to issuance upon exercise of the warrants for resale on a registration statement to be filed by SN with the Commission.

Section 5.07 Investment Company Status. SN is not, and upon the issuance and sale of the GSO Allocated Shares and the Intrepid Allocated Shares and Warrants as herein contemplated will not be, an “investment company” or an entity “controlled” by an “investment company” as such terms are defined in the Investment Company Act of 1940, as amended, and the rules and regulations of the SEC promulgated thereunder.

Section 5.08 Stock Exchange Listing and Reporting Requirements. The SN Common Stock is registered pursuant to Section 12(b) of the Exchange Act and is listed on the New York Stock Exchange (the “NYSE”) and SN has taken no action designed to, or likely to have the effect of, terminating the registration of the SN Common Stock under the Exchange Act or delisting the SN Common Stock from the NYSE, and SN has not received any notification that the Commission or the NYSE is contemplating terminating such registration or listing. Prior to the Anadarko Closing, the GSO Allocated Shares and the SN Allocated Shares and the SN Common Stock subject to issuance upon exercise of the Warrants will be approved for listing on the NYSE, subject only to notice of official issuance.

Section 5.09 No Registration Required. Assuming the accuracy of the representations and warranties of the Preferred Unit Purchasers contained in this Agreement and their compliance with the agreements set forth in this Agreement, the sale and issuance at the Anadarko Closing of the GSO Allocated Shares and the Intrepid Allocated Shares and the Warrants pursuant to this Agreement (and, when issued, the issuance of SN Common Stock upon exercise of the Warrant) is exempt from the registration requirements of the Securities Act, and SN has not and, to the Knowledge of SN, no authorized representative acting on behalf of any of SN has taken or will take any action hereafter that would cause the loss of such exemption. The issuance and sale of the GSO Allocated Shares and the Intrepid Allocated Shares and the Warrants and the issuance of SN Common Stock upon exercise of the Warrants does not contravene the rules and regulations of the NYSE.

Section 5.10 No Integration. SN has not, directly or indirectly through any representative, made any offers or sales of any security or solicited any offers to buy any security that is or will be integrated with the issuance and sale of the GSO Allocated Shares, Intrepid Allocated Shares or the Warrants in a manner that would require the offer and sale of the GSO Allocated Shares, Intrepid Allocated Shares or the Warrants to be registered under the Securities Act.

Section 5.11 Restricted Securities. Except for possible permitted transfers subject to the terms of (a) in the case of Class A Common Interest, the GP LLC Agreement or (b) in the case of the Common Units, the Partnership Agreement, SN GP Member is acquiring the Class A Common Interests and Common Unit Purchaser is acquiring the Common Units for its own account, for the purpose of investment only and not with a view to, or for sale in connection with, any distribution thereof in violation of applicable securities Laws. Each of SN GP Member and Common Unit Purchaser has such knowledge, sophistication and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in (a), in the case of SN GP Member, the Class A Common Interests and (b), in the case of Common Unit Purchaser, the Common Units and is capable of bearing the economic risk of such investment. Each of SN GP Member and Common Unit Purchaser is an “accredited investor” as that term is defined in Rule 501 of Regulation D (without regard to Rule 501(a)(4)) promulgated under the Securities Act. Each of SN GP Member and Common Unit Purchaser acknowledges and understands that (a) (i), in the case of SN GP Member, the acquisition of the Class A Common Interests and (ii), in the case of Common Unit Purchaser, the acquisition of the Common Units, have not been registered under the Securities Act in reliance on an exemption therefrom and that each of the General Partner and the Partnership is relying upon the truth and accuracy of, and SN GP Member’s and Common Unit Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of SN GP Member and Common Unit Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of SN GP Member to acquire the Class A Common Interests and Common Unit Purchaser to acquire the Common Units; (b) the Class A Common Interests and the Common Units will, upon such acquisition, be characterized as “restricted securities” under state and federal securities Laws. Each of SN GP Member and Common Unit Purchaser further acknowledges and understands that the Class A Common Interests and the Common Units (x) may not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of except pursuant to an effective registration statement under the Securities Act or pursuant to an available exemption from the registration requirements of the Securities Act, and in compliance with other applicable state and federal securities Laws and the Warrants and (y) will bear a legend substantially as set forth below.

Section 5.12 Litigation. As of the Effective Date, there are no, and as of the Anadarko Closing (whether in a Separate Closing or as part of a Dual Closing), and if occurring, the KNOC Closing (whether in a Separate Closing or as part of a Dual Closing), there will not be any, legal or governmental proceedings pending to which SN, SN GP Member or Common Unit Purchaser is a party that challenges the validity of any of the Basic Documents or the right of SN, SN GP Member or Common Unit Purchaser to enter into any of the Basic Documents to which it is or will be a party or to consummate the transactions contemplated hereby or thereby and, to the Knowledge of SN, no such proceedings are threatened by any Governmental Authorities or others.

Section 5.13 Solvency. As of the Effective Date and giving pro forma effect to the “Closing” (as defined in the APC/KM PSA) and the Anadarko Closing (whether in a Separate Closing or as part of a Dual Closing) and the consummation of the transactions contemplated by this Agreement and the Basic Documents and the APC/KM PSA and to the KNOC Closing (assuming KNOC exercises its tag right and delivers the election notice), assuming (a) such transactions were to occur at or concurrently with the Effective Date and concurrently with the funding by the Partnership, SN Maverick and Blackstone Newco of the “Purchase Price”

(as defined in the APC/KM PSA) and that (b) (i) Anadarko and Blackstone Newco have each satisfied the conditions to SN Maverick and the Partnership’s obligations to consummate the transactions contemplated by the APC/KM PSA and that the representations and warranties of Anadarko and Blackstone Newco set forth in the APC/KM PSA are accurate (for such purposes, such representations and warranties shall be true and correct without giving effect to any knowledge, materiality or “material adverse effect” qualification or expectation), (ii) the Purchasers and the GSO Funds have each satisfied the conditions to the SN Parties’ obligations to consummate the transactions contemplated by this Agreement and that the representations and warranties of the Purchasers and the GSO Funds set forth in this Agreement are accurate (for such purposes, such representations and warranties shall be true and correct without giving effect to any knowledge, materiality or “material adverse effect” qualification or expectation) and (iii) each of Anadarko, Blackstone Newco, GSO, the Purchasers and the GSO Funds, as applicable, have complied with the terms of any other Basic Document to which it is a party and that any representations or warranties made by Anadarko, Blackstone Newco, GSO, the Purchasers and the GSO Funds, as applicable, set forth in such Basic Document are accurate (for such purposes, such representations and warranties shall be true and correct without giving effect to any knowledge, materiality or “material adverse effect” qualification or expectation), (x) the amount of the “fair saleable value” of the assets of SN will, as of such time, exceed the sum of (A) the value of all “liabilities of such SN, including contingent and other liabilities,” as of such time, as such quoted terms are generally determined in accordance with applicable laws governing determinations of the insolvency of debtors, and (B) the amount that will be required to pay the probable liabilities of SN, as of such date, on its existing debts (including contingent and other liabilities) as such debts become absolute and mature, (y) SN will not have, as of such date, an unreasonably small amount of capital for the operation of the businesses in which it is engaged or proposed to be engaged following such date, and (z) SN will be able to pay its liabilities, as of such date, including contingent and other liabilities, as they mature. For purposes of this definition, “not have an unreasonably small amount of capital for the operation of the businesses in which it is engaged or proposed to be engaged” and “able to pay its liabilities, as of such date, including contingent and other liabilities, as they mature” means that SN will be able to generate enough cash from operations, asset dispositions or refinancing, or a combination thereof, to meet its obligations as they become due.

Section 5.14 No Obligation to be Guarantor or Restricted Subsidiary. As of the Effective Date, the Anadarko Closing Date and, if occurring, the KNOC Closing Date, neither the General Partner nor the Partnership or any of its Subsidiaries is required, or upon the Anadarko Closing and if applicable, the KNOC Closing, the consummation of the transactions contemplated hereby and by the other Basic Documents and the consummation by the Partnership of the transactions to be effected in connection with the “Closing” (as that term is defined in the APC/KM PSA) and if applicable, the consummation by the Partnership of the transaction to be effected in connection with the closing of the KNOC PSA, will be required, to become a guarantor or a Restricted Subsidiary under the SN Credit Agreement (or any amendment or replacement thereof), or under any indenture or other agreement pertaining to indebtedness of SN or any of its Subsidiaries (other than the General Partner or the Partnership or any of its Subsidiaries). SN shall have taken, or caused to be taken, all actions necessary or appropriate to cause each of the General Partner and the Partnership to constitute an Unrestricted Subsidiary of SN and its Subsidiaries (other than the General Partner or the Partnership or any of its Subsidiaries) under the SN Credit Agreement (or any amendment or replacement thereof), and under any indenture or other agreement pertaining to indebtedness of SN or any of its Subsidiaries (other than the General Partner or the Partnership or any of its Subsidiaries).

ARTICLE VI
INDEMNIFICATION, COSTS AND EXPENSES

Section 6.01 Indemnification.

(a) SN agrees to indemnify and hold harmless each of the Purchasers, and each of their officers, managers, directors, employees, Affiliates, members, partners, stockholders, and agents, and the successors to and permitted assigns of the foregoing (and their respective officers, managers, directors, employees, Affiliates (including as to GSO Holdings and GSO Associates, GSO or its Affiliates or any fund or account managed, advised or sub-advised by GSO or its Affiliates, members, partners, stockholders, agents and successors and permitted assigns and solely for purposes of this Section 6.01(a), The Blackstone Group, L.P. and all private equity funds, portfolio companies, parallel investment entities, and alternative investment entities owned, managed, or Controlled by The Blackstone Group, L.P. or its Affiliates and any officer, director, employee, member, partner or stockholder of The Blackstone Group, L.P. or its Affiliates that are not part of the credit-related businesses of The Blackstone Group L.P.) (collectively, the “Purchaser Indemnified Parties”) from and against any and all Damages incurred or suffered by any of the Purchaser Indemnified Parties as a result of or arising out of (i) any failure of any representation or warranty in Article III or Article V to be true and correct and (ii) any breach of a covenant or agreement, or failure to perform or observe any duty, made or to be performed by the SN Parties pursuant to this Agreement. Without duplication of any Damages paid under the preceding sentence, if this Agreement is terminated pursuant to Section 7.01(b) or Section 7.01(c), and the termination of the APC/KM PSA referred to in Section 7.01(b) or the KNOC PSA referred to in Section 7.01(c) was not the result of a breach by GSO Holdings of its obligations under Section 2.01(a), Section 2.01(b), Section 2.02(a) or Section 7.01(e), as applicable, or the APC/KM PSA is terminated pursuant to Section 7.1(c) thereof and such termination of the APC/KM PSA is not the result of a breach by GSO Holdings of its obligation under Section 2.01(a) or Section 2.01(b) and any Purchaser Indemnified Parties, other than Intrepid and its Affiliates, suffers or incurs Damages (including unreimbursed out-of-pocket expenses incurred in due diligence or negotiating the Basic Documents) as a result of a claim brought by a third-party (other than The Blackstone Group, L.P. and all private equity funds, portfolio companies, parallel investment entities, and alternative investment entities owned, managed, or Controlled by The Blackstone Group, L.P. or its Affiliates and any officer, director, employee, member, partner or stockholder of The Blackstone Group, L.P. or its Affiliates that are not part of the credit-related businesses of The Blackstone Group L.P.) against the Purchaser Indemnified Parties, other than Intrepid and its Affiliates, in connection with such termination, then SN shall indemnify and hold harmless the Purchaser Indemnified Parties, other than Intrepid and its Affiliates, for all such Damages, but in no event shall the aggregate amount payable by SN pursuant to this sentence exceed the Preferred Unit GSO Commitment Amount; provided that any such payment shall not be in duplication of any amounts received by The Blackstone Group, L.P. and all private equity funds, portfolio companies, parallel investment entities, and alternative investment entities owned, managed, or Controlled by The Blackstone Group, L.P. or its Affiliates and any officer, director, employee, member, partner or stockholder of The Blackstone Group, L.P. or its Affiliates that are not part of the credit-related businesses of The Blackstone Group L.P. independently of any Purchaser Indemnified Party’s claims hereunder.

(b) GSO Holdings agrees to indemnify and hold harmless the SN Parties and each of their respective officers, managers, directors, employees, Affiliates, members, partners, stockholders and agents and the successors and permitted assigns to the foregoing (and their respective officers, managers, directors, employees, Affiliates, members, partners, stockholders, agents, and successors and permitted assigns) (collectively, the “Common Indemnified Parties”) from and against any and all Damages incurred or suffered by a Common Indemnified Party as a result of or arising out of (i) any failure of any representation or warranty made by GSO Holdings (for the avoidance of doubt, regardless of whether or not given on behalf of GSO Holdings, GSO Associates or the GSO Funds) in Article IV to be true and correct or (ii) any breach of a covenant or agreement, or failure to perform or observe any duty, made or to be performed by GSO Holdings or GSO

Associates pursuant to this Agreement. Without duplication of any Damages paid under the preceding sentence, if (A) GSO Holdings breaches its obligation under Section 2.01(a) to contribute the Preferred Unit Anadarko Funding Amount at the Anadarko Closing (whether in a Separate Closing or as part of a Dual Closing) and any Common Indemnified Parties suffer or incur Damages as a result thereof, including, without limitation, the loss of all or any portion of the Deposit or (B) GSO Holdings breaches its obligation under Section 2.02(a) to contribute the Preferred Unit KNOC Funding Amount at the KNOC Closing (whether in a Separate Closing or as part of a Dual Closing) and any Common Indemnified Parties suffer or incur Damages as a result thereof, including, without limitation, the loss of all or any portion of any deposit due under the KNOC PSA, and in the case of (A) or (B), any Damages actually incurred by the Common Indemnified Parties to Anadarko or Blackstone Newco pursuant to the APC/KM PSA and/or the KNOC PSA, as applicable, and all reasonable, out-of-pocket third-party costs and expenses incurred by such Common Indemnified Parties in connection with any resulting breach of the APC/KM PSA and/or KNOC PSA, as applicable, then GSO Holdings shall indemnify and hold harmless the Common Indemnified Parties for all such Damages but in no event shall the aggregate amount payable by GSO Holdings pursuant to this sentence exceed the excess, if any, of the Preferred Unit GSO Commitment Amount over any amounts paid to the Partnership or SN under the Equity Commitment Letter.

(c) Intrepid agrees to indemnify and hold harmless the Common Indemnified Parties from and against any and all Damages incurred or suffered by a Common Indemnified Party as a result of or arising out of (i) any failure of any representation or warranty given by Intrepid in Article IV to be true and correct or (ii) any breach of a covenant or agreement, or failure to perform or observe any duty, made or to be performed by Intrepid pursuant to this Agreement.

(d) Intrepid agrees to indemnify and hold harmless the GSO Holdings from and against any and all Damages incurred or suffered by GSO Holdings as a result of or arising out of any breach of a covenant or agreement, or failure to perform or observe any duty, made or to be performed by Intrepid pursuant to this Agreement. Notwithstanding anything to the contrary provided herein, if Intrepid fails to pay the Intrepid Contribution to GSO Holdings or the Partnership at the Anadarko Closing in accordance with Section 2.06(d)(ii), then (i) no Preferred Units will be issued to Intrepid at the Anadarko Closing and the Preferred Units that were to be issued to Intrepid will instead be issued to GSO Holdings, (ii) the Intrepid Allocated Shares will not be issued to Intrepid and will instead be issued to the GSO Funds and (iii) the Intrepid Warrant Agreement will not be executed and the Warrants that were to be issued thereunder will instead be issued to the GSO Funds pursuant to the GSO Warrant Agreement (with the number of Intrepid Shares and Warrants subject to the Intrepid Warrant Agreement to be allocated among the GSO Funds as directed by GSO Holdings); provided that, in each case, GSO Holdings has funded to the Partnership in accordance with the terms of this Agreement, an amount equal to the Intrepid Contribution.

Section 6.02 Indemnification Procedure.

(a) A claim for indemnification for any matter not involving a third-party claim may be asserted by notice from the party that may be entitled to indemnification pursuant to this Article VI (the “Indemnified Party”) to the party that may be obligated to provide indemnification pursuant to this Article VI (the “Indemnifying Party”); provided, however, that failure to so notify the Indemnifying Party shall not release, waive or otherwise affect the Indemnifying Party’s obligations with respect thereto, except to the extent that the Indemnifying Party can demonstrate actual loss and prejudice as a result of such failure. The notice of claim shall state in reasonable detail the basis of the claim for indemnification.

(b) If any legal proceedings shall be instituted or any claim or demand shall be asserted by any third party in respect of which indemnification may be sought under Section 6.01(a), Section 6.01(b) or Section 6.01(c) hereof (a “Third Party Claim”), the Indemnified Party shall promptly give written notice of the assertion of the Third Party Claim to the Indemnifying Party; provided, however, that failure of the Indemnified Party to

so notify the Indemnifying Party shall not release, waive or otherwise affect the Indemnifying Party’s obligations with respect thereto, except to the extent that the Indemnifying Party can demonstrate actual loss and prejudice as a result of such failure. Subject to the provisions of this Section 6.02, the Indemnifying Party shall have the right, at its sole expense, to be represented by counsel of its choice, which must be reasonably satisfactory to the Indemnified Party, and to defend against, negotiate, settle or otherwise deal with any Third Party Claim which relates to any losses indemnified against by it hereunder; provided that, in order to defend against, negotiate, settle or otherwise deal with any such Third Party Claim, the Indemnifying Party must first acknowledge in writing to the Indemnified Party its unqualified obligation to indemnify the Indemnified Party as provided hereunder and provide to the Indemnified Party reasonable evidence that the Indemnifying Party has reasonably sufficient financial resources to enable it to fulfill its obligations under this Article VI. Notwithstanding the preceding sentence, the Indemnifying Party shall not have the right to defend against, negotiate, settle, or otherwise deal with any Third Party Claim (i) if the Third Party Claim is not solely for monetary damages (except where any non-monetary relief being sought is merely incidental to a primary claim for monetary damages), (ii) if the Third Party Claim involves criminal allegations, or (iii) if the Indemnifying Party fails to prosecute or defend, actively and diligently, the Third Party Claim. If the Indemnifying Party elects to defend against, negotiate, settle or otherwise deal with any Third Party Claim, it shall within fifteen (15) days of the Indemnified Party’s written notice of the assertion of such Third Party Claim (or sooner if the nature of the Third Party Claim so requires) notify the Indemnified Party of its intent to do so; provided that, the Indemnifying Party must conduct its defense of the Third Party Claim actively and diligently thereafter in order to preserve its rights in this regard. If the Indemnifying Party elects not to defend against, negotiate, settle, or otherwise deal with any Third Party Claim, fails to notify the Indemnified Party of its election as herein provided or contests its obligation to indemnify the Indemnified Party for losses relating to such Third Party Claim under this Agreement, the Indemnified Party may defend against, negotiate, settle, or otherwise deal with such Third Party Claim. If the Indemnified Party defends any Third Party Claim, then the Indemnifying Party shall reimburse the Indemnified Party for the expenses of defending such Third Party Claim upon submission of periodic bills, which reimbursement shall be made within thirty (30) days of the applicable submission. If the Indemnifying Party shall assume the defense of any Third Party Claim, the Indemnified Party may participate, at his, her or its own expense, in the defense of such Third Party Claim; provided, further, that such Indemnified Party shall be entitled to participate in any such defense with separate counsel at the expense of the Indemnifying Party if (i) so requested by the Indemnifying Party to participate or (ii) in the reasonable opinion of counsel to the Indemnified Party a conflict or potential conflict exists between the Indemnified Party and the Indemnifying Party that would make such separate representation advisable; provided further that the Indemnifying Party shall not be required to pay for more than one such counsel (plus any appropriate local counsel) for all Indemnified Parties in connection with any single Third Party Claim. Each party hereto shall provide reasonable access to each other party to such documents and information as may reasonably be requested in connection with the defense, negotiation or settlement of any Third Party Claim. Notwithstanding anything in this Section 6.02 to the contrary, the Indemnifying Party shall not enter into any settlement of any Third Party Claim without the written consent of the Indemnified Party if such settlement (i) would create any liability of the Indemnified Party for which the Indemnified Party is not entitled to indemnification hereunder, (ii) would provide for any injunctive relief or other non-monetary obligation affecting the Indemnified Party, or (iii) does not include an unconditional release of the Indemnified Party from all liability in respect of the Third Party Claim.

(c) After any final decision, judgment or award shall have been rendered by a Governmental Authority of competent jurisdiction and the expiration of the time in which to appeal therefrom, or a settlement shall have been consummated, or the Indemnified Party and the Indemnifying Party shall have arrived at a mutually binding agreement, in each case with respect to a Third Party Claim, the Indemnified Party shall forward to the Indemnifying Party notice of any sums due and owing by the Indemnifying Party pursuant to this Agreement with respect to such matter and the Indemnifying Party shall pay all of such remaining sums so due and owing to the Indemnified Party by wire transfer of immediately available funds within five (5) Business Days after the date of such notice.

(d) Notwithstanding anything to the contrary in this Agreement, GSO Holdings shall not have any liability in the aggregate for any Damages arising from or relating to this Agreement that exceeds the excess, if any, of the Preferred Unit GSO Commitment Amount minus any amounts funded to the Partnership pursuant to the Equity Commitment Letters. Notwithstanding anything to the contrary in this Agreement, Intrepid shall not have any liability in the aggregate for any Damages arising from or relating to this Agreement that exceeds the amount of the Intrepid Contribution.

(e) Notwithstanding anything to the contrary in this Article VI or any other provision of this Agreement, in no event shall the Purchasers or SN have any liability or indemnification obligation to any other party for punitive, consequential, special, indirect, diminution in value, loss of profit, penalty or other indirect or unforeseen Damages, whether in law or equity, arising from the performance of this Agreement or the transactions contemplated hereby; provided that if GSO Holdings breaches its obligations under Section 2.01(a) and Section 2.06(d)(i) to contribute the Preferred Unit Anadarko Funding Amount at the Anadarko Closing and/or GSO Holdings breaches its obligations under Section 2.02(a) and Section 2.06(d)(vi) to contribute the Preferred Unit KNOC Funding Amount at the KNOC Closing, and any Common Indemnified Parties suffer or incur Damages as a result thereof, including, without limitation, the loss of all or any portion of the Deposit or the deposit under the KNOC PSA, if any, and any damages payable to Anadarko or Blackstone Newco as a result thereof, then the loss of the Deposit and/or the deposit under the KNOC PSA, if any, and any Damages actually incurred by the Common Indemnified Parties to Anadarko or Blackstone Newco pursuant to the APC/KM PSA or the KNOC PSA, as applicable, in respect thereof shall be recoverable by the Common Indemnified Parties subject to the maximum specified in Section 6.02(d) above.

Section 6.03 Survival. All of the Fundamental Representations shall survive the execution and delivery of this Agreement and the consummation of the Closing for a period equal to the statute of limitations applicable to breach of contract under Delaware law. All of the representations and warranties other than the Fundamental Representations set forth in Articles III, IV and V shall survive the execution and delivery of this Agreement, and the consummation of the Closing for a period ending on the one (1) year anniversary of the Closing; provided that any claim made prior to such date shall survive the one (1) year anniversary of the Closing until finally determined in accordance with this Article VI. All covenants contemplated herein to be performed at or prior to the Closing shall survive the Closing for a period equal to the statute of limitations applicable to breach of contract under Delaware law. Notwithstanding the foregoing, the indemnity obligations of Intrepid provided for in the first sentence of Section 6.01(d) shall not survive the funding by Intrepid of the Intrepid Contribution.

ARTICLE VII
TERMINATION

Section 7.01 Termination. This Agreement may be terminated at any time prior to the Closing Date as follows:

(a) as to all parties, by mutual written consent of each SN Party, GSO Holdings and GSO Associates;

(b) as to all parties, by any SN Party, GSO Holdings or GSO Associates, if the APC/KM PSA shall have been validly terminated in accordance with its terms;

(c) by any SN Party, GSO Holdings or GSO Associates, solely with respect to the obligations under this Agreement related to actions to be taken pursuant to Section 2.02 and Section 2.06(d)(v), if the KNOC PSA shall have been validly terminated in accordance with its terms;

(d) as to all parties, by GSO Holdings or GSO Associates if the “Closing” (as defined in the APC/KM PSA) has not occurred on or before March 31, 2017;

(e) as to all parties, by GSO Holdings or GSO Associates if at any time the representations and warranties regarding the SN Parties contained in this Agreement shall fail to be true and correct or an SN Party shall at any time have failed to perform and comply with all agreements and covenants of such Person contained in this Agreement requiring performance or compliance prior to such time, and in either case, such failure (i) shall be such that, if not cured, the conditions set forth in Section 2.07(d) or Section 2.07(h) would not be fulfilled prior to or on either the Anadarko Closing Date or the KNOC Closing Date and (ii) if capable of being cured, shall not have been cured within 10 Business Days of the receipt of written notice thereof by such SN Party from either Purchaser;

(f) as to all parties, by any SN Party if at any time the representations and warranties regarding GSO Holdings or GSO Associates contained in this Agreement shall fail to be true and correct or either GSO Holdings or GSO Associates shall at any time have failed to perform and comply with all agreements and covenants of such Person contained in this Agreement requiring performance or compliance prior to such time, and in either case, such failure (i) shall be such that, if not cured, the conditions set forth in Section 2.08(c) or Section 2.08(e) would not be fulfilled prior to or on the Anadarko Closing Date or the KNOC Closing Date and (ii) if capable of being cured, shall not have been cured within 10 Business Days of the receipt of written notice thereof by GSO Holdings or GSO Associates, as applicable, from any SN Party; and

(g) solely as to Intrepid, by (i) any SN Party if at any time, the representations and warranties regarding Intrepid contained in this Agreement shall fail to be true and correct or Intrepid shall at any time have failed to perform and comply with all agreements and covenants of such Intrepid contained in this Agreement requiring performance or compliance prior to such time or (ii) GSO Holdings if Intrepid fails to contribute the Intrepid Contribution in full at the Anadarko Closing in accordance with Section 2.06(d)(ii) and GSO Holdings has instead contributed such amounts.

Section 7.02 Notice of Termination. GSO Associates and GSO Holdings may exercise their right to terminate this Agreement by giving written notice thereof from time to time to the SN Parties or, in the case of termination as to Intrepid in accordance with Section 7.01(g)(ii), Intrepid specifying the basis for the termination. Each SN Party may exercise its right to terminate this Agreement by giving written notice thereof from time to time to GSO Holdings and GSO Associates or, in the case of termination as to Intrepid in accordance with Section 7.01(g)(i), Intrepid specifying the basis for the termination.

Section 7.03 Effect of Termination. If a termination of this Agreement pursuant to the provisions of Section 7.01 shall occur with respect to any party, this Agreement shall become void and have no effect with respect to such party, and there shall be no further liability on such party in respect hereof, except that Article VIII shall survive any such termination; provided, however, that no such termination shall relieve any party of any liability resulting from any breach of this Agreement by such party prior to the time of such termination. In the event this Agreement is terminated by any SN Party pursuant to Section 7.01(f), GSO Holdings shall immediately remit to SN the Commitment Fee by wire transfer of immediately available funds.

Section 7.04 Termination of Commitment Related to KNOC Closing . If the KNOC Closing (whether in a Dual Closing or Separate Closing) has not occurred by midnight, Houston, Texas time on March 31, 2017, the Preferred Unit GSO Commitment Amount shall be reduced to $500.0 million unless GSO Holdings elects in its sole discretion for the Preferred Unit GSO Commitment Amount to remain at $800.0 million for such additional time as GSO Holdings determines to be appropriate.

ARTICLE VIII
MISCELLANEOUS

Section 8.01 Expenses.

(a) Except as provided in Section 8.01(b), all costs and expenses, including fees and disbursements of counsel, financial advisors and accountants, incurred in connection with the preparation, negotiation and due diligence of this Agreement or the other Basic Documents and the transactions contemplated thereby shall be paid by the party incurring such costs and expenses unless otherwise expressly stated in such Basic Document, provided that (i) if the Anadarko Closing occurs, then the Partnership shall reimburse GSO and its Affiliates for all of their reasonable, documented, third-party out-of-pocket costs and expenses incurred in connection with the transactions contemplated hereby and thereby and (ii) if the Anadarko Closing does not occur, then SN shall reimburse GSO and its Affiliates for all of their reasonable, documented, third-party out-of-pocket costs and expenses incurred in connection with the transactions contemplated hereby and thereby prior to termination of this Agreement; provided that from and after the Effective Date GSO shall promptly notify the Partnership and SN at such time as the costs and expenses for which GSO intends to seek reimbursement pursuant to this Section 8.01 equal increments of $250,000; and provided further that GSO and its Affiliates will not entitled to any such reimbursement if this Agreement is terminated by the Common Unit Purchaser pursuant to Section 7.01(f).

(b) At or promptly after the Anadarko Closing or upon any termination of this Agreement (i) as to Intrepid pursuant to Section 7.01(g) or (ii) as to all parties pursuant to Section 7.01 at a point in time when the Agreement could be terminated as to Intrepid pursuant to Section 7.01(g), all costs and expenses, including fees and disbursements of counsel, financial advisors and accountants, incurred by any SN Party or GSO Holdings and its Affiliates in connection with the amendment and restatement of this Agreement and the drafting and negotiation of the other Basic Documents in connection therewith, as applicable, shall be reimbursed by Intrepid to the party incurring such costs. For the avoidance of doubt, Intrepid shall be responsible for all reasonable and documented costs and expenses described in this Section 8.01(b) and in no event shall GSO or any SN Party (including the Partnership) be responsible for any of the reasonable and documented costs and expenses described in this Section 8.01(b).

Section 8.02 Interpretation. The provision of a table of contents, the division of this Agreement into Articles, Sections and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement. All references in this Agreement to Exhibits, Schedules, Appendices, Articles, Sections, subsections, clauses and other subdivisions refer to the corresponding Exhibits, Schedules, Appendices, Articles, Sections, subsections, clauses and other subdivisions of or to this Agreement unless expressly provided otherwise. The words “this Agreement,” “herein,” “hereby,” “hereunder” and “hereof,” and words of similar import, refer to this Agreement as a whole and not to any particular Article, Section, subsection, clause or other subdivision unless expressly so limited. The words “this Article,” “this Section,” “this subsection,” “this clause,” and words of similar import, refer only to the Article, Section, subsection and clause hereof in which such words occur. The word “including” (in its various forms) means including without limitation. All references to “$” or “dollars” shall be deemed references to the lawful currency of the United States of America. Each accounting term not defined herein will have the meaning given to it under GAAP as interpreted as of the date of this Agreement. Unless expressly provided to the contrary, the word “or” is not exclusive. Pronouns in masculine, feminine or neuter genders shall be construed to state and include any other gender, and words, terms and titles (including terms defined herein) in the singular form shall be construed to include the plural and vice versa, unless the context otherwise requires. Appendices, Exhibits and Schedules referred to herein are attached to and by this reference incorporated herein for all purposes. Reference herein to any federal, state, local or foreign Law shall be deemed to also refer to all rules and regulations promulgated thereunder, unless the context requires otherwise. The words “day” or “days” shall

mean calendar day, unless denoted as a Business Day. The words “will” and “will not” are expressions of command and not merely expressions of future intent or expectation. When used in this Agreement, the word “either” shall be deemed to mean “one or the other”, not “both”. Unless otherwise noted, references herein to a “party” are references to the applicable party to this Agreement.

Section 8.03 Amendments and Waivers.

(a) Any provision of this Agreement may be amended or waived if, but only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each SN Party, GSO Associates and GSO Holdings, or in the case of a waiver, by the party against whom the waiver is to be effective; provided, further that any amendment or waiver that affects the rights and obligations of Intrepid under this Agreement shall also require the written consent of Intrepid. For the purposes of clarity, no signature or consent of any third-party beneficiary to any provision of Article VI shall be required in order to amend or waive any provision of Article VI.

(b) No failure or delay by any party in exercising any right, power or privilege hereunder will operate as a waiver thereof nor will any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided will be cumulative and not exclusive of any rights or remedies hereunder, under any other Basic Document, or at law or in equity; accordingly, no exercise of any right or remedy shall be construed as an election of remedies by any party.

Section 8.04 Binding Effect. This Agreement shall be binding upon the parties and their respective successors and permitted assigns, and shall remain in full force and effect after the Anadarko Closing and if occurring, the KNOC Closing. Except as expressly provided in this Agreement, this Agreement shall not be construed so as to confer any right or benefit upon any Person other than the parties to this Agreement and their respective successors and permitted assigns.

Section 8.05 Communications. All notices and demands provided for hereunder shall be in writing and shall be given by registered or certified mail, return receipt requested, telecopy, air courier guaranteeing overnight delivery or personal delivery to the following addresses

(a) If to GSO Associates or GSO Holdings:

c/o GSO Capital Partners
GSO ST Holdings LP
1111 Bagby Street, #2050

Houston, Texas  77002
Attention:  Robert Horn
Email:  robert.horn@gsocap.com

with a copy to (which shall not constitute notice):

c/o GSO Capital Partners

345 Park Avenue, 31st Floor

New York, New York 10154

Email: GSO Legal@gsocap.com

GSOValuationsGroup@gsocap.com

with a copy to (which shall not constitute notice):

Andrews Kurth Kenyon LLP
600 Travis Street, Suite 4200
Houston, Texas 77002
Attention: G. Michael O’Leary

Jon Daly
Facsimile: (713) 220-4285
Email: moleary@akllp.com

jondaly@andrewskurth.com

(b) If to an SN Party:

1000 Main Street, Suite 3000

Houston, Texas 77002

Attention: Gregory Kopel

Email: gkopel@sanchezog.com

with a copy to (which shall not constitute notice):

Kirkland & Ellis LLP
600 Travis Street, Suite 3300
Houston, Texas 77002
Attention: John D. Pitts, P.C.
Email: john.pitts@kirkland.com

Intrepid Private Equity V-A, LLC

c/o Intrepid Private Equity Fund GP, LLC

540 Madison Avenue, 21st Floor

New York, NY 10022

Attention: Christopher Winchenbaugh

Email: Winchenbaugh@intrepidfp.com

with a copy to (which shall not constitute notice):

Baker Botts L.L.P.

910 Louisiana St.

Houston, TX 77002

Attention: Felix Phillips

Jeremy Moore

Email: felix.phillips@bakerbotts.com

jeremy.moore@bakerbotts.com

or to such other address as the parties hereto may designate in writing. All notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; upon actual receipt if sent by certified or registered mail, return receipt requested, or regular mail, if mailed; upon actual receipt of the overnight courier copy, if sent via facsimile; and upon actual receipt when delivered to an air courier guaranteeing overnight delivery.

Section 8.06 Entire Agreement; Integrated Transaction. This Agreement, the other Basic Documents and the other agreements and documents expressly referred to herein are intended by the parties as a final

expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein and therein. This Agreement, the other Basic Documents and the other agreements and documents expressly referred to herein or therein supersede all prior agreements and understandings between the parties with respect to such subject matter including those set forth in the Original SPA. Each of the parties hereto acknowledges and agrees that in executing this Agreement (i) the intent of the parties is this Agreement and the other Basic Documents shall constitute an unseverable and single agreement of the parties with respect to the transactions contemplated hereby and thereby, (ii) it waives, on behalf of itself and each of its Affiliates, any claim or defense based upon the characterization that this Agreement and the other Basic Documents are anything other than a true single agreement relating to such matters and (iii) the matters set forth in this Section 8.06 constitute a material inducement to enter into this Agreement and the other Basic Documents and to consummate the transactions contemplated hereby and thereby. Each of the parties hereto stipulates and agrees (i) not to challenge the validity, enforceability or characterization of this Agreement and the other Basic Documents as a single, unseverable instrument pertaining to the matters that are the subject of such agreements, (ii) this Agreement and the other Basic Documents shall be treated as a single integrated and indivisible agreement for all purposes, including the bankruptcy of any party and (iii) not to assert or take or omit to take any action inconsistent with the agreements and understandings set forth in this Section 8.06.

Section 8.07 Governing Law; Submission to Jurisdiction. This Agreement, and all claims or causes of action (whether in contract or tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement), will be construed in accordance with and governed by the laws of the State of Delaware without regard to principles of conflicts of laws. Any action against any party relating to the foregoing shall be brought in any federal or state court of competent jurisdiction located within the State of Delaware, and the parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of any federal or state court located within the State of Delaware over any such action. The parties hereby irrevocably waive, to the fullest extent permitted by applicable Law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the parties hereto 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.

Section 8.08 Waiver of Jury Trial. THE PARTIES TO THIS AGREEMENT EACH HEREBY WAIVES, AND AGREES TO CAUSE ITS AFFILIATES TO WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (i) ARISING UNDER THIS AGREEMENT OR (ii) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO IN RESPECT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS RELATED HERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE. THE PARTIES TO THIS AGREEMENT EACH HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT THE PARTIES TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

Section 8.09 Execution in Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which counterparts, when so executed and delivered, shall be deemed to be an original and all of which counterparts, taken together, shall constitute but one and the same agreement.

Section 8.10 Successors and Assigns. The provisions of this Agreement will be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns. No party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement (including any transfer by way of merger or operation of law) without the consent of each other party, and any such purported assignment in violation of this Section 8.10 shall be void ab initio. Notwithstanding the foregoing, GSO Holdings may assign its rights and obligations under this Agreement without the prior approval of any other party to this Agreement to any fund or account managed, advised or sub-advised by GSO or any of its Affiliates; provided that any such assignment shall not relieve GSO Holdings of any of its obligations hereunder.

Section 8.11 Severability. Whenever possible, each provision or portion of any provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable Law, but, if any provision or portion of any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable Law, such invalidity, illegality or unenforceability shall not affect the validity, legality or enforceability of any other provision or portion of any provision in such jurisdiction, and this Agreement shall be reformed, construed and enforced in such jurisdiction in such manner as will effect as nearly as lawfully possible the purposes and intent of such invalid, illegal or unenforceable provision.

Section 8.12 Interim Actions.

(a) SN shall consult in good faith with GSO Holdings and GSO Associates in connection with any amendment, modification or waiver of any right under or the satisfaction of any condition in the APC/KM PSA or KNOC PSA, as applicable, to be satisfied by Anadarko, it being understood that, except as specified in the immediately following sentence, the foregoing shall not be construed to require the consent of GSO Holdings and GSO Associates in order to effect any such termination amendment, modification or waiver. Notwithstanding anything to the contrary set forth in this Agreement, neither SN nor any of its Affiliates will take any of the following actions in respect of the APC/KM PSA, without the prior approval of GSO Holdings and GSO Associates, such approval not to be unreasonably withheld:

(i) Approve any amendment or modification to any provision of, or waive any right or condition under, the APC/KM PSA or KNOC PSA;

(ii) Enter into any agreements with any counterparty in respect of a “Hard Consent” (as such term is defined in the APC/KM PSA) or a consent required to assign any of the gathering or processing agreements (including, without limitation, either of the Springfield Gathering Agreements) included in the “Applicable Agreements” (as such term is defined in the APC/KM PSA), in order to obtain consents to assignment required to be obtained under the APC/KM PSA or KNOC PSA, as applicable, that would result in a $2,000,000 net cost to the Partnership (and such cost shall be shared proportionately among SN, Blackstone Newco and the Partnership with the Partnership bearing a 20% share) or that would have a material and adverse effect on the Partnership;

(iii) Enter into any hedge contracts on behalf of the Partnership, except to the extent such hedge contracts are consistent with Section 6.7 of the Partnership Agreement; provided, however, that prior to the Anadarko Closing SN shall use its commercially reasonable efforts to cause Anadarko to enter into hedges in respect of the Acquired Properties that are consistent with the hedge plan set forth in Schedule 11.9(a), Part I of the APC/KM PSA as such Schedule is in effect on the Effective Date;

(iv) Approve any amendment or modification of, or waive any right under, the Hydrocarbons Marketing Agreement; or

(v) Enter into the KNOC PSA if (A) the KNOC PSA is not on substantially the same terms and conditions as the APC/KM PSA (including, without limitation, the portion of the purchase price to be paid

by the Partnership at the KNOC Closing and the form of conveyance of properties to the Partnership by KNOC) or (B) the unadjusted base purchase price (which shall correspond to the definition of “Purchase Price” under the APC/KM PSA) payable to KNOC thereunder shall not exceed $1,137,500,000.00.

(b) SN shall consult in good faith with GSO Holdings and GSO Associates in connection with (i) SN’s actions or any of its Affiliates’ actions relating to each of the title defect and environmental defect process under Articles XIII and XIV, respectively, of the APC/KM PSA, or any similar provisions under the KNOC PSA, as applicable, including reviewing any interim and final defect notices prior to submission thereof to Anadarko or KNOC, as applicable, exercise of elections by or on behalf of the Partnership regarding curative matters, and arbitration and settlement title and environmental disputes and with respect to the settlement of any defect dispute after the consummation of the “Closing” (as such term is defined in the APC/KM PSA) contemplated by the APC/KM PSA or, as applicable, the exercise any analogous right under the KNOC PSA; (ii) the submission to Anadarko or KNOC, as applicable, of preliminary and final accounting settlement statements and agreements with Anadarko or KNOC, as applicable, on such settlement statements and any arbitration proceedings to resolve such matters; (iii) SN’s plan to hire any Anadarko employees or KNOC employees, as applicable, and the anticipated impact thereof on general and administrative expenditures and lease operating expenditures that would be chargeable by SN or its Affiliates to the Partnership in respect of the Acquired Properties or KNOC Properties, as applicable, and operations conducted thereon; and (iv) any public announcements proposed to be made by Anadarko and SN or its Affiliates regarding the APC/KM PSA; KNOC and SN or its Affiliates regarding the KNOC PSA; the Basic Documents or the transactions contemplated thereby; in each case to the extent applicable to either GSO Holdings and/or GSO Associates and their Affiliates. Furthermore, SN shall consult in good faith with GSO Holdings and GSO Associates in connection with any contemplated termination of the APC/KM PSA and/or KNOC PSA, it being understood that the foregoing shall not be construed to require the consent of GSO Holdings and GSO Associates in order to effect any such termination.

Section 8.13 No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement or any document, agreement, or instrument delivered contemporaneously herewith, and notwithstanding the fact that any party may be a partnership or limited liability company, each party hereto, by its acceptance of the benefits of this Agreement and the other Basic Documents, covenants, agrees and acknowledges that, except as may be set forth in each of the Equity Commitment Letters, no Persons other than the parties shall have any obligation hereunder and that it has no rights of recovery hereunder against, and no recourse hereunder or under any documents, agreements, or instruments delivered contemporaneously herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative or employee of any party (or any of their successors or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder or member of any party (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholder, manager or member of any of the foregoing, but in each case not including the parties, whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract or otherwise) by or on behalf of such party against such Persons and entities, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, or otherwise; it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any such Persons, as such, for any obligations of the applicable party under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered contemporaneously herewith, in respect of any oral representations made or alleged to be made in connection herewith or therewith, or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, such obligations or their creation.

Section 8.14 Creditors. None of the provisions of this Agreement shall be for the benefit of or enforceable by any creditors of SN or by any creditors of any Subsidiary or Affiliate of SN.

Section 8.15 Public Disclosure; Confidentiality. Unless required by Law (or the advice of counsel to an applicable party), no press release or public announcement related to the Partnership or the General Partner, this Agreement or the transactions contemplated herein or any other related announcement or communication shall be issued or made by any party without the advance approval of each other parties, in which case each party shall be provided a reasonable opportunity to review and provide suggested comments concerning the disclosure contained in such press release, announcement or communication prior to issuance, distribution or publication. In addition, except as required by Law (or the advice of counsel to an applicable party), no party shall, and each party shall cause its respective representatives not to, disclose the terms and conditions of this Agreement to any third party, in each case, without the prior written consent of each of the parties, except to authorized directors, managers, officers, legal counsel, accountants and financial advisors of such party or its Affiliates. In furtherance of the foregoing, each party shall treat the terms and conditions of this Agreement as confidential; provided, however, that GSO Holdings and its Affiliates shall be entitled to disclose the terms contemplated herein and high-level summary information regarding the General Partner’s and the Partnership’s operations (including total production volumes, total revenues, etc.) to its limited partners, owners, co-investors, prospective investors, and existing and potential investors in funds or accounts managed, advised or sub-advised by GSO, in each case, without the consent of any Person; provided, further, that nothing in this Section 8.15 shall derogate from the rights of any Purchaser to disclose any information it is permitted to disclose without the consent of any other Person under Section 6.6 of the Partnership Agreement. Notwithstanding anything to the contrary herein, nothing in this Section 8.15 shall limit SN or its Affiliates from publicly filing this Agreement and making additional disclosures therewith, in each case as required by applicable Law and securities regulations.

Section 8.16 Time is of the Essence. Time is of the essence in the performance of all obligations under this Agreement.

Section 8.17 Remedies Generally. The parties hereto agree that irreparable damage, for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that the provisions of this Agreement were not performed in accordance with its specific terms and that any remedy at law for any breach of the provisions of this Agreement would be inadequate. Accordingly, the parties hereto acknowledge and agree that each such party shall be entitled to an injunction, specific performance or other equitable relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in any court of the United States or any state having jurisdiction, this being in addition to any other remedy to which they are entitled at law or in equity. Each party hereby agrees that it will not oppose the granting of specific performance and other equitable relief on the basis that the other parties have an adequate remedy at law or that an award of specific performance is not an appropriate remedy for any reason at law or equity. The parties hereto acknowledge and agree that any other party seeking an injunction to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in accordance with this Section 8.17 shall not be required to provide any bond or other security in connection with any such injunction. Notwithstanding anything to the contrary provided herein, Intrepid covenants and agrees that (i) Intrepid’s sole right to determine if the conditions to the Anadarko Closing are satisfied are as set forth in Section 2.09 and Intrepid shall not have the right to claim that other conditions to the Anadarko Closing have not been satisfied, and (ii) GSO Holdings shall have the sole right to determine whether to pursue any claim or remedy against SN or any its Affiliates for any breach, violation or claim under this Agreement, including, without limitation, and claim for indemnification under Section 6.01(a).

[signature page follows]

IN WITNESS WHEREOF, the parties hereto execute this Agreement, effective as of the Effective Date.

	SN:

	SANCHEZ ENERGY CORPORATION


	By:	/s/ Howard J. Thill
	Name:	Howard J. Thill
	Title:	Executive Vice President and Chief Fiancial Officer


	SN GP MEMBER:

	SN UR HOLDINGS, LLC


	By:	/s/ Howard J. Thill
	Name:	Howard J. Thill
	Title:	Executive Vice President and Chief Fiancial Officer


	PARTNERSHIP:
	SN EF UNSUB, LP

	By:	SN EF UNSUB GP, LLC, its general partner


	By:	/s/ Patricio D. Sanchez
	Name:	Patricio D. Sanchez
	Title:	President and Chief Executive Officer


	GENERAL PARTNER:
	SN EF UNSUB GP, LLC


	By:	/s/ Patricio D. Sanchez
	Name:	Patricio D. Sanchez
	Title:	President and Chief Executive Officer


	COMMON UNIT PURCHASER:


	SN EF UNSUB HOLDINGS, LLC

	By:	/s/ Patricio D. Sanchez
	Name:	Patricio D. Sanchez
	Title:	Executive Vice President

	GSO ASSOCIATES:

	GSO ST HOLDINGS ASSOCIATES LLC


	By:	/s/ Marisa Beeney
	Name:	Marisa Beeney
	Title:	Authorized Signatory

	PREFERRED UNIT PURCHASERS:

	GSO ST HOLDINGS LP

	By:	GSO ST HOLDINGS ASSOCIATES LLC, its General Partner

	By:	/s/ Marisa Beeney
	Name:	Marisa Beeney
	Title:	Authorized Signatory

	INTREPID PRIVATE EQUITY V-A, LLC

	By: Intrepid Private Equity Fund GP, LLC, its manager


	By:	/s/ Hugh E. McGee III
	Name:	Hugh E. McGee III
	Title:	Managing Member

SN EF UnSub, LP

AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP

Dated as of March 1, 2017

THE UNITS ISSUED UNDER THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER ANY APPLICABLE STATE SECURITIES LAWS (THE “STATE ACTS”). SUCH UNITS MAY NOT BE SOLD, ASSIGNED, PLEDGED OR OTHERWISE DISPOSED OF AT ANY TIME WITHOUT EFFECTIVE REGISTRATION UNDER THE ACT OR PURSUANT TO AN EXEMPTION FROM THE ACT AND THE APPLICABLE STATE ACTS, AND COMPLIANCE WITH THE OTHER RESTRICTIONS ON TRANSFERABILITY SET FORTH HEREIN, INCLUDING (WITHOUT LIMITATION) THE PROVISIONS OF ARTICLE IX.

TABLE OF CONTENTS

		Page
Article I DEFINITIONS		1
Article II ORGANIZATIONAL MATTERS		14
2.1	Continuation of the Partnership	14
2.2	Limited Partnership Agreement	14
2.3	Name	15
2.4	Purpose	15
2.5	Principal Office: Registered Office	15
2.6	Term	15
2.7	Restriction on Jurisdiction of Organization	15
2.8	Foreign Qualification	15
Article III UNITS; CAPITAL CONTRIBUTIONS		15
3.1	Units and Capital Contributions	15
3.2	Capital Accounts	18
3.3	Negative Capital Accounts	19
3.4	No Withdrawal	19
3.5	Loans From Partners	20
3.6	Distributions of Property	20
3.7	Transfer of Capital Accounts	20
3.8	Certain Adjustments	20
Article IV DISTRIBUTIONS AND ALLOCATIONS; REDEMPTION		20
4.1	Distributions	20
4.2	Allocations	22
4.3	Special Allocations	23
4.4	Offsetting Allocations	25
4.5	Tax Allocations	25
4.6	Withholding and Indemnification for Payments on Behalf of a Partner	26
4.7	Order of Redemptions	27
Article V MANAGEMENT		27
5.1	Generally	27
5.2	Authority of the General Partner	27
5.3	Appointment, Withdrawal and Removal of the General Partner	27
5.4	Discharge of Duties; Reliance on Reports	28
5.5	Compensation and Reimbursements	28
5.6	Outside Activities	28
5.7	Information Rights	28
5.8	Enforcement of Affiliate Contracts	30
5.9	Independent Director; Separateness Covenants	31
Article VI RIGHTS AND OBLIGATIONS OF THE PARTNERS; INDEMNIFICATION; CONFIDENTIALITY		31
6.1	Limitation of Liability	31
6.2	No Right of Partition	31
6.3	Indemnification	31
6.4	Actions by the Partners	33
6.5	Corporate Opportunities; Conflicts of Interest; Related Matters	33
6.6	Confidentiality	36
6.7	Hedging	37

Article VII BOOKS, RECORDS, ACCOUNTING AND REPORTS; INSPECTION		37
7.1	Records and Accounting	37
7.2	Reports	37
7.3	Transmission of Communications	38
Article VIII TAX MATTERS		38
8.1	Preparation of Tax Returns	38
8.2	Tax Elections	38
8.3	Tax Controversies	39
8.4	Unitary/Combined Tax Reporting	39
Article IX TRANSFER OF UNITS		40
9.1	Transfer Restrictions	40
9.2	Effect of Transfer	41
9.3	Additional Restrictions on Transfer	41
9.4	Legend	42
9.5	Disposition Transaction	42
9.6	Expenses and Transfer Fees	42
9.7	Void Transfers	43
Article X ADMISSION OF PARTNERS		43
10.1	Substituted Partners	43
10.2	Additional Partners	43
Article XI WITHDRAWAL AND RESIGNATION OF PARTNERS		43
11.1	Withdrawal and Resignation of Partners	43
Article XII DISSOLUTION AND LIQUIDATION		43
12.1	Dissolution	43
12.2	Liquidation and Termination	44
12.3	Securityholders Agreement	45
12.4	Cancellation of Certificate	45
12.5	Reasonable Time for Winding Up	45
12.6	Return of Capital	45
12.7	Hart-Scott-Rodino	45
Article XIII VALUATION		45
13.1	Valuation of Units	45
13.2	Valuation of Securities	45
13.3	Valuation of Other Assets	46
13.4	Objection Procedure	46
Article XIV REDEMPTION AND EXIT PROVISIONS		46
14.1	Optional Redemption of Preferred Units at Election of the Partnership	46
14.2	Optional Redemption of Preferred Units at Election of Required Preferred Holders	47
14.3	Exit Transactions	47
Article XV GENERAL PROVISIONS		51
15.1	Amendments	51
15.2	Remedies	52
15.3	Successors and Assigns	52
15.4	Severability	52
15.5	Counterparts; Binding Agreement	52
15.6	Applicable Law	52
15.7	Addresses and Notices	52
15.8	Creditors	53
15.9	No Waiver	53

15.10	Further Action	53
15.11	No Offset Against Amounts Payable	53
15.12	Entire Agreement; Integrated Transaction	53
15.13	Delivery by Facsimile	53
15.14	Survival	54
15.15	Consent to Jurisdiction; Waiver of Trial by Jury	54
15.16	Construction; Interpretation	54
15.17	No Third Party Beneficiaries	55
15.18	Outside Counsel	55
15.19	Time is of the Essence	55
15.20	No Recourse	55
15.21	Public Disclosure	55
15.22	Partnership Covenants, Representations and Warranties	56

EXHIBITS

Exhibit A - Form of Purchase and Sale Agreement

SCHEDULE

Schedule A - Schedule of Limited Partners

AMENDED AND RESTATED AGREEMENT OF
LIMITED PARTNERSHIP OF SN EF UNSUB, LP

THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF SN EF UNSUB, LP, a Delaware limited partnership (the “Partnership”) is entered as of March 1, 2017 (the “Effective Date”), by and among SN EF UnSub GP, LLC, a Delaware limited liability company, as the general partner, and the Limited Partners as limited partners, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein. Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Securities Purchase Agreement.

RECITALS:

WHEREAS, the Partnership was formed as a limited partnership in accordance with the Delaware Act on December 21, 2016; and

WHEREAS, prior to the Effective Date, the Partnership was governed by the Agreement of Limited Partnership of the Partnership, dated December 21, 2016 (the “Original Partnership Agreement”); and

WHEREAS, Sanchez Parent, SN UR Holdings, LLC, a Delaware limited liability company, the General Partner, the Partnership, GSO ST Holdings LP, a Delaware limited partnership (the “Institutional Investor”), GSO ST Holdings Associates LLC, a Delaware limited liability company, SN EF UnSub Holdings, LLC a Delaware limited liability company (the “Sanchez Investor”), and Intrepid Private Equity V-A, LLC, a Delaware limited liability company (the “Intrepid Investor”), are all parties to that certain Amended and Restated Securities Purchase Agreement dated as of February 28, 2017 (the “Securities Purchase Agreement”); and

WHEREAS, pursuant to the Securities Purchase Agreement, (i) each of the Institutional Investor and the Intrepid Investor has severally, but not jointly, agreed to make capital contributions to the Partnership in exchange for Preferred Units to be issued to the Institutional Investor and the Intrepid Investor under the Securities Purchase Agreement and (ii) the Sanchez Investor has agreed to make capital contributions to the Partnership in exchange for Common Units issued to the Sanchez Investor under the Securities Purchase Agreement; and

WHEREAS, as a condition to, and in connection with, the Institutional Investor and the Sanchez Investor making the foregoing capital contributions to the Partnership with respect to the Units to be issued under the Securities Purchase Agreement and this Agreement, the Partners desire to enter into the mutual covenants and agreements set forth in this Agreement and to amend and restate the Original Partnership Agreement as set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

Article I
DEFINITIONS

The following capitalized terms used herein shall have the following meanings:

“Actual Unitary Tax Liability” has the meaning set forth in Section 8.4(b).

“Additional Partner” has the meaning set forth in Section 10.2.

“Additional Preferred Units Notice” has the meaning set forth in Section 3.1(c)(ii).

“Additional Sanchez Activities” has the meaning set forth in Section 6.5(a)(v).

“Adjusted Capital Account” means, as of the end of any Taxable Year, a Person’s Capital Account balance (i) reduced for any items described in Treasury Regulation Section 1.704-l(b)(2)(ii)(d)(4), (5), and (6), and (ii) increased for any amount such Person is obligated to contribute or is treated as being obligated to contribute to the Partnership pursuant to Treasury Regulation Section 1.704-l(b)(2)(ii)(c) (relating to partner liabilities to a partnership) or Treasury Regulation Sections 1.704-2(g)(1) and 1.704-2(i) (relating to minimum gain).

“Adjusted Resulting Tax Liability” has the meaning set forth in Section 8.4(d).

“Affiliate” of any Person means any other Person, directly or indirectly, Controlling, Controlled by or under common Control with such particular Person. For the purposes of this Agreement, The Blackstone Group, L.P. and all private equity funds, portfolio companies, parallel investment entities, and alternative investment entities owned, managed, or Controlled by The Blackstone Group, L.P. or its Affiliates that are not part of the credit-related businesses of the Blackstone Group L.P. shall not be considered or otherwise deemed to be an “Affiliate” of GSO or its Affiliates that are part of the credit-related businesses of The Blackstone Group L.P., but any fund or account managed, advised or subadvised or Controlled by GSO or its Affiliates within the credit-related businesses of The Blackstone Group L.P. shall be considered an Affiliate of GSO. For the avoidance of doubt, (i) GSO or its Affiliates or any fund or account managed, advised or subadvised by or Controlled by GSO or its Affiliates shall not be considered an Affiliate of the Partnership, and (ii) Affiliates of the Sanchez Investor shall include any member of the Sanchez Group.

“Agreement” means this Amended and Restated Agreement of Limited Partnership, as it may be amended, modified supplemented or restated from time to time in accordance with Section 15.1.

“AMI” means has the meaning set forth in the Joint Development Agreement.

“Anadarko Closing” has the meaning set forth in the Securities Purchase Agreement.

“Annual Statements” has the meaning set forth in Section 5.7(b).

“APC/KM PSA” means that certain Purchase and Sale Agreement among Anadarko E&P Onshore LLC, Kerr-McGee Oil and Gas Onshore LP, SN Maverick, the Partnership and Blackstone Newco, dated January 12, 2017, as it may be amended, modified, supplemented or restated from time to time.

“Approved Counterparty” means any Person that engages as a significant part of its operations in Hedging Arrangements if, at the time such Person enters into Hedging Arrangements with the Partnership, such Person or its credit support provider either (x) has a long term senior unsecured debt rating of at least “BBB-” by Standard & Poor’s Ratings Group, a division of The McGraw Hill Corporation (or any successor thereto), and at least “Baa3” by Moody’s Investor Services, Inc. (or any successor thereto) or (y) is either the “Administrative Agent” (or an Affiliate thereof) or a “Lender” (or an Affiliate thereof) under the Partnership’s then existing credit agreement.

“Available Cash” means, as of any time of determination, an amount equal to the difference between the following items, as determined by the General Partner, in consultation with the Institutional Investor, in its good faith discretion:

(a)all revenues, net cash proceeds from any divestitures, available liquidity (including cash on hand and cash available from committed financing sources), cash amounts received from hedging arrangements, lease bonus payments and other cash or cash equivalent amounts collected or received by the Partnership as of such time, less

(b)the sum of (i) the accrued and projected payments, costs and expenses of the Partnership to be paid by the Partnership as of such time, including such payments, costs and expenses in respect of operating and capital costs and expenses (including payments owed under the MSA), (ii) debt service costs in respect of the next six months, including, to the extent the General Partner determines in good faith that it is necessary to reserve cash therefor, any repayments of the principal amounts of any Indebtedness of the Partnership (including all fees, penalties or make-wholes in respect thereof) and losses from hedging arrangements, (iii) other current liabilities incurred by the Partnership as of such time and (iv) any other amounts in respect of which the General Partner established as a reserve to cover reasonably anticipated future payments in respect of the Partnership’s businesses not to exceed $10,000,000 in the aggregate.

“Base Preferred Return Amount” means, at any time of determination, an amount of cash Distributions that would be required to be made to the Preferred Partners in respect of each Preferred Unit then outstanding equal to the greater of (i) the amount required to cause the IRR with respect to each Preferred Unit to be equal to fourteen percent (14.0%) and (ii) the amount required to cause the Return on Investment with respect to each such Preferred Unit to be equal to the product of (x) 1.5 multiplied by (y) the Preferred Unit Purchase Price, each such figure to be determined inclusive of all cash Distributions previously made to the Preferred Partners (or if any such Preferred Unit has been Transferred since the Effective Date by the predecessor owner(s) of such Transferred Preferred Units) in respect of such Preferred Units, other than Excluded Amounts.

“Basic Documents” has the meaning assigned to such term in the Securities Purchase Agreement.

“Blackstone Newco” means Aguila Production, LLC.

“Board” means the board of directors of the General Partner.

“Book Value” means, with respect to any asset of the Partnership, the asset’s adjusted basis for federal income tax purposes, except that the Book Value of all assets of the Partnership may be adjusted to equal their respective Fair Market Values, in accordance with the rules set forth in Treasury Regulations Section 1.704-1(b)(2)(iv)(f) immediately prior to: (i) the date of the acquisition of any additional Interest by any new or existing Partner; (ii) the date of the distribution of more than a de minimis amount of assets of the Partnership to a Partner; (iii) the date an Interest is relinquished to the Partnership; provided, however, that adjustments pursuant to clauses (i), (ii) and (iii) above shall be made only if the General Partner reasonably determines that such adjustments are necessary or appropriate to reflect the relative economic interests of the Partners. The Book Values of any asset contributed (or deemed contributed under Treasury Regulations Section 1.704-l(b)(l)(iv)) by a Partner to the Partnership will be the Fair Market Value of the asset at the date of its contribution thereto.

“Business Day” means any day other than a Saturday, Sunday or a day on which commercial banks are authorized or required to close in Houston, Texas.

“Capital Account” means the capital account maintained for a Limited Partner pursuant to Section 3.2.

“Capital Contributions” means the aggregate dollar amounts of any cash, cash equivalents, promissory obligations (but only to the extent issued and repaid prior to the date hereof), or the Fair Market Value of other property which a Partner contributes or is deemed to have contributed to the Partnership with respect to any Unit pursuant to Section 3.1.

“Certificate of Limited Partnership” means the Certificate of Limited Partnership of the Partnership as filed with the Secretary of State of the State of Delaware, as the same may be amended, supplemented or restated from time to time.

“Certificated Units” has the meaning set forth in Section 3.1(a).

“Change of Control” has the meaning set forth in the Indenture.

“Citi” means Citigroup Global Markets Inc., Citibank, N.A., Citicorp USA, Inc., Citicorp North America, Inc. or any of their respective affiliates, as may be applicable.

“Class A Member” has the meaning set forth in the GP LLC Agreement.

“Class A Units” has the meaning set forth in the GP LLC Agreement.

“Class B Member” has the meaning set forth in the GP LLC Agreement.

“Code” means the United States Internal Revenue Code of 1986, as amended from time to time.

“Combined Reporting Partner” has the meaning set forth in Section 8.4(a).

“Common Partner” means any Partner holding Common Units with regard to such Person’s particular Interest designated as Common Units.

“Common Unit” means all outstanding Units with the rights, preferences, powers, restrictions, qualifications and limitations ascribed to Common Units as set forth in this Agreement, which include, for the purposes of clarity, the Common Units purchased on the Effective Date pursuant to the Securities Purchase Agreement (it being understood that in no instance shall any Preferred Unit be designated as a Common Unit).

“Confidential Information” has the meaning set forth in Section 6.6.

“Consolidated Total Net Leverage Ratio” has the meaning assigned to such term in the Credit Agreement.

“Control” mean the possession, directly or indirectly, of the power to direct, or cause the direction of, the management and policies of a Person whether through the ownership of voting securities, by contract or otherwise. The terms “Controlled” and “Controlling” shall have correlative meanings.

“Credit Agreement” means the credit agreement governing the senior secured, first-lien, reserve-based revolving credit facility, among the Partnership, as borrower, and JPMorgan Chase Bank, N.A. and Citi, as joint lead arrangers and joint book runners, JPMorgan Chase Bank, N.A. as administrative agent, and JPMorgan Chase Bank, N.A., Citi and the syndicate of banks and financial institutions named therein as the lenders, as amended or modified from time to time.

“Credit Agreement Agent” means the administrative agent under the Credit Agreement or a Replacement Credit Agreement.

“Delaware Act” means the Delaware Revised Uniform Limited Partnership Act, 6 Del. C. § 17-101, et seq., as it may be amended from time to time, and any successor to the Delaware Act.

“Director” means a Director on the Board.

“Disposition Transaction” means: (i) a Transfer of more than fifty percent (50%) of the Common Units of the Partnership in a single transaction or series of related transactions; (ii) any consolidation or merger of the Partnership with or into any other corporation or other entity, or any other reorganization (including, without limitation, any conversion, transfer, or domestication of the Partnership) in a single transaction or series of related transactions, in which the Partners of the Partnership immediately prior to such consolidation, merger or

reorganization own equity of the entity surviving such merger, consolidation or reorganization representing less than fifty percent (50%) of the Common Units immediately after such consolidation, merger or reorganization; or (iii) a sale, lease or other disposition in a single transaction or series of related transactions of more than fifty percent (50%) of the assets (which, for the avoidance of doubt, shall include securities of the Partnership’s Subsidiaries) of the Partnership and its Subsidiaries on a consolidated basis (measured either by book value in accordance with GAAP or by Fair Market Value). For the avoidance of doubt, a Sale Transaction (as such term is defined in Section 4.5 of the JDA) shall be a Disposition Transaction subject to the terms of this Agreement and the GP LLC Agreement, including Section 5.7(b) and Section 9.4 of the GP LLC Agreement.

“Distribution” means each distribution made by the Partnership to a Limited Partner, whether in cash, property or securities of the Partners and whether by liquidating distribution, redemption, repurchase or otherwise; provided, that none of the following shall be a Distribution: (i) any pro rata exchange of outstanding securities of the Partnership for newly issued securities of the Partnership, and any subdivision (by Unit split or otherwise) or any combination (by reverse Unit split or otherwise) of any outstanding Units; or (ii) any issuance of Units or other securities by the Partnership as contemplated by the Securities Purchase Agreement or this Agreement.

“Drilling Commitment Agreement” has the meaning set forth in the Securities Purchase Agreement.

“Dual Closing” has the meaning set forth in the Securities Purchase Agreement.

“Effective Date” has the meaning set forth in the preamble to this Agreement.

“Elective Redemption Notice” has the meaning set forth in Section 14.1.

“Equity Interests” means, with respect to any Person, all shares, participations, capital stock, partnership or limited liability company interests, units, participations or similar equity interests issued by such Person, however designated.

“Equity Securities” means (i) Units or other equity interests in the Partnership or its Subsidiaries, (ii) obligations, evidences of Indebtedness or other securities or interests convertible or exchangeable into Units or other equity interests in the Partnership or its Subsidiaries, and (iii) warrants, options or other rights to purchase or otherwise acquire Units or other equity interests in the Partnership or its Subsidiaries.

“Event of Withdrawal” has the meaning set forth in Section 5.3(a).

“Excluded Amounts” means (i) any Distributions on Preferred Units that are accrued (i.e., any Distributions that increase Unpaid Amounts), (ii) any payments made to the Institutional Investor or any other Preferred Partner or any of their respective Affiliates with respect to the Warrants or Sanchez Shares, (iii) commitment fees, transaction fees, monitoring fees, expense reimbursements, or management fees received by the Institutional Investor or any other Preferred Partner or any of their respective Affiliates and (iv) the Warrants or the Sanchez Shares.

“Exit Transaction” has the meaning set forth in Section 14.3(a).

“Exit Transaction Consideration” has the meaning set forth in Section 14.3(f).

“Fair Market Value” means, with respect to any asset or equity interest, its fair market value determined according to Article XIII.

“Family” means (i) an individual, (ii) such individual’s spouse, (iii) any other natural person who is related to such individual or such individual’s spouse within the second degree of kinship and (iv) any other natural person who has been adopted by such individual.

“Final Cash Redemption Amount” has the meaning set forth in Section 14.2.

“FIRPTA” means the Foreign Investment in Real Property Tax Act of 1980.

“Fiscal Period” means any interim accounting period within a Taxable Year established by the General Partner and which is permitted or required by Code Section 706.

“Fiscal Quarter” means each calendar quarter ending March 31, June 30, September 30 and December 31, or such other quarterly accounting period as may be established by the General Partner. It is understood and agreed that the first Fiscal Quarter shall be deemed the period of time commencing on the Effective Date and concluding on the date that is the last day of the Fiscal Quarter during which the Effective Date occurs.

“Fiscal Year” means the calendar year ending on December 31, or such other annual accounting period as may be established by the General Partner.

“Fund Indemnified Persons” has the meaning set forth in Section 6.3(b).

“Fund Indemnitors” has the meaning set forth in Section 6.3(b).

“GAAP” means United States generally accepted accounting principles, consistently applied and as in effect from time to time.

“General Partner” means SN EF UnSub GP, LLC, a Delaware limited liability company, and its successors and permitted assigns that are admitted to the Partnership as a general partner of the Partnership, in their capacities as general partner of the Partnership (except as the context otherwise requires).

“General Partner Interest” means the non-economic management interest of the General Partner in the Partnership (in its capacity as a general partner without reference to any limited partner interest that it may hold) and includes any and all rights, powers and benefits to which the General Partner is entitled as provided in this Agreement, together with all obligations of the General Partner to comply with the terms and provisions of this Agreement. The General Partner Interest does not include any rights to profits or losses or any rights to receive distributions from operations or upon the liquidation or winding-up of the Partnership.

“Governmental Authority” means any federal, state, municipal, national or other government, governmental department, commission, board, bureau, court, agency or instrumentality or political subdivision thereof or any entity or officer exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to any government or any court, in each case whether associated with a state of the United States of America, the United States of America or a foreign entity or government.

“GP LLC Agreement” means that certain Amended and Restated Limited Liability Company Agreement of the General Partner, dated as of the Effective Date, by and among the General Partner, SN UR Holdings, LLC and GSO ST Holdings Associates LLC, as amended from time to time.

“GSO” means GSO Capital Partners LP, a Delaware limited partnership.

“GSO Funds” has the meaning assigned to such term in the Securities Purchase Agreement.

“Hedging Arrangement” means any commodity hedging transaction pertaining to crude oil and natural gas, whether in the form of a swap agreement, option to acquire or dispose of a futures contract, whether on an organized commodities exchange or otherwise, or similar type of financial transaction.

“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended from time to time.

“Hydrocarbons Marketing Agreement” means the Hydrocarbons Purchase and Marketing Agreement, dated as of January 12, 2017, between SN EF Maverick, LLC and the Partnership.

“Indebtedness” means, with respect to any specified Person at any date, without duplication, (a) all indebtedness of such Person for borrowed money, (b) all obligations of such Person for a deferred purchase price (other than trade payables incurred in the ordinary course of such Person’s business, consistent with past practice), (c) all obligations of such Person evidenced by notes, bonds, debentures or other similar instruments, (d) all obligations of such Person under capital leases, (e) all obligations of such Person, contingent or otherwise, as an account party or applicant under or in respect of acceptances, letters of credit, surety bonds or similar arrangements, regardless of whether drawn, (f) all obligations of such Person created or arising under any conditional sale or title retention agreement, (g) the liquidation value or redemption price, as the case may be, of all preferred or redeemable stock of such Person, (h) all net obligations of such Person payable under any rate, currency, commodity or other swap, option or derivative agreement, (i) all obligations secured by (or for which the holder of such obligation has an existing right, contingent or otherwise, to be secured by) any Lien on property owned by such Person, regardless of whether such Person has assumed or become liable for the payment of such obligation and (j) all obligations of others guaranteed by such Person.

“Indenture” means that certain Indenture, dated as of June 27, 2014, among Sanchez Parent, the subsidiary guarantors named therein and U.S. Bank National Association, as trustee, as amended or supplemented on or prior to the date hereof, but without giving effect to any amendment or supplement entered into after the date hereof and regardless of whether the Indenture remains in effect.

“Indemnified Person” has the meaning set forth in Section 6.3(a).

“Independent Director” has the meaning assigned to such term in the GP LLC Agreement.

“Initial Reserve Report” has the meaning assigned to such term in the Credit Agreement.

“Institutional Investor” has the meaning set forth in the recitals to this Agreement.

“Interest” means, with respect to any Partner (or other holder of Units if such holder is not a Partner) as of any time, such Person’s limited partner interest in the Partnership, such Person’s Capital Account balance, and such Person’s interest in the income, gains, losses, deductions, tax credits, and Distributions of the Partnership, and voting rights, if any, as may be affected by the provisions of this Agreement and as may thereafter be adjusted, from time to time, as more particularly provided herein. The Interests are divided into, designated as, and represented by Units, as provided in this Agreement, and issued to the Partners, as provided in this Agreement. For the purposes of clarity, the Transfer or issuance of a Unit or Interest does not mean that after giving effect to such Transfer or issuance the Transferee or holder is a Partner unless all conditions for a Person to become a Partner hereunder and under applicable law have been satisfied.

“Intrepid Election Period” has the meaning set forth in Section 3.1(c)(i).

“Intrepid Investor” has the meaning set forth in the recitals to this Agreement.

“Investor Redemption Event” has the meaning set forth in Section 14.3(a).

“Investor Representative” means a Preferred Partner that is an Affiliate of GSO designated by the Required Preferred Holders.

“IRR” means, as of any measurement date, the cumulative internal rate of return, compounded monthly, with respect to a Preferred Unit (i.e., the annual discount rate for which the net present value of all cash inflows from all Capital Contributions made to acquire such Preferred Unit (which for this purpose shall include the entire Preferred Unit Purchase Price), as applicable, and all cash outflows from all Distributions in respect of such Preferred Unit, as applicable, are equal to $0), as calculated using the XIRR function in Microsoft Excel (taking into account the respective dates of each such Capital Contribution and Distribution, as well as the IRR measurement date) (or if such program is no longer available, such other software program for calculating IRR approved by the Investor Representative and the General Partner). IRR shall be calculated on the basis of the actual number of days elapsed over a 365-day year. In calculating IRR for Preferred Units and Return on Investment for Preferred Units as of any particular date, the aggregate amounts distributed pursuant to Section 4.1 with respect to any Preferred Unit on such date, and all amounts previously distributed under the subsections thereof, shall be taken into account, with the exception of any Excluded Amounts.

“Joint Development Agreement” means the Joint Development Agreement, dated as of the Effective Date, between the Partnership, Blackstone Newco and the SN Maverick, as it may be amended, modified, supplement or restated from time to time.

“KNOC Closing” has the meaning set forth in the Securities Purchase Agreement.

“KNOC PSA” has the meaning set forth in the Securities Purchase Agreement.

“Letters of Credit” has the meaning assigned to such term in the Credit Agreement.

“Liens” means any mortgage, pledge, assessment, security interest, lease, lien, adverse claim, levy, charge, right of first refusal or other encumbrance of any kind, or any conditional sale contract, title retention contract or other contract or agreement to give any of the foregoing.

“Limited Partner” means each of the Persons listed on the Schedule of Limited Partners attached as Schedule A hereto, and any Person admitted to the Partnership as a Substituted Partner or Additional Partner, but only so long as such Person is the owner of one or more Units, each in such Person’s capacity as a limited partner in the Partnership.

“Liquidation Assets” has the meaning set forth in Section 12.2(b).

“Liquidation FMV” has the meaning set forth in Section 12.2(b).

“Liquidation Statement” has the meaning set forth in Section 12.2(b).

“Losses” means the taxable loss of the Partnership as determined for federal income tax purposes, as adjusted by Section 3.2(b). Losses shall be determined net of any amounts allocable in Section 4.3 or Section 4.4.

“Material Contract” means any contract, agreement or series of related contracts or agreements that (i) is reasonably expected to result in revenue to, or costs or expenses incurred by, the Partnership or any of its Subsidiaries of more than $5.0 million during any calendar year or (ii) must be approved by the Board pursuant to Section 5.7 of the GP LLC Agreement prior to its execution.

“Maximum Lawful Rate” means a rate of interest which, when multiplied by the amount described in this Agreement that remains outstanding from time to time, and the product thereof is then added to all commitment or other fees or sums (if any) paid on the amount described in this Agreement which under laws are deemed to constitute interest, will equal (but will not exceed) the maximum nonusurious rate of interest which may be contracted for, charged or received under applicable law. If there shall be no Maximum Lawful Rate under applicable law, the Maximum Lawful Rate shall be deemed to be fifteen percent (15.0%) per annum.

“Minimum Hedging Threshold” has the meaning set forth in Section 6.7.

“MSA” means the Management Services Agreement, dated as of the Effective Date, by and between Sanchez Oil & Gas Corporation and the Partnership, as it may be amended, modified, supplemented or restated from time to time.

“Nonrecourse Deductions” means any and all items of loss, deduction, expenditure (described in Section 705(a)(2)(B) of the Code), Simulated Depletion or Simulated Loss, that, in accordance with the principles of Treasury Regulation Section 1.704-2(b)(1), are attributable to a Nonrecourse Liability.

“Nonrecourse Liability” has the meaning given to such term in Treasury Regulation Section 1.704-2(b)(3).

“NYMEX” means the New York Mercantile Exchange.

“Operating Agreement” has the meaning given to such term in the Joint Development Agreement.

“Organizational Limited Partner” means the Sanchez Investor, in its capacity as the organizational limited partner of the Partnership.

“Original Partnership Agreement” has the meaning set forth in the recitals to this Agreement.

“Participating Sellers” has the meaning set forth in Section 14.3(h).

“Partner Nonrecourse Debt” has the meaning given to the term “partner nonrecourse debt” in Treasury Regulation Section 1.704-2(b)(4).

“Partner Nonrecourse Debt Minimum Gain” has the meaning given to the term “partner nonrecourse debt minimum gain” in Treasury Regulation Section 1.704-2(i)(2).

“Partner Nonrecourse Deductions” means any and all items of loss, deduction, expenditure (including any expenditure described in Section 705(a)(2)(B) of the Code), Simulated Depletion or Simulated Loss that, in accordance with the principles of Treasury Regulation Section 1.704-2(i), are attributable to Partner Nonrecourse Debt.

“Partners” means the General Partner and the Limited Partners.

“Partnership” has the meaning set forth in the preamble to this Agreement.

“Partnership Minimum Gain” has the meaning given to the term “partnership minimum gain” in Treasury Regulation Section 1.704-2(b)(2) and the amount of which shall be determined in accordance with the principles of Treasury Regulation Section 1.704-2(d).

“Partnership Representative” has the meaning set forth in Section 8.3(b).

“Permitted Transferee” means, with respect to any Person, (i) any of such Person’s Affiliates (it being understood that in the case of the Sanchez Investor, such Affiliate must be wholly owned, directly or indirectly, by Sanchez Parent for purposes of being deemed a Permitted Transferee), or (ii) any transferee in connection with an Exit Transaction.

“Preference Accrual” means, with respect to each Preferred Unit at any time of determination, an amount equal to the excess of (i) the sum of (A) the Preferred Unit Purchase Price with respect to such Preferred Unit and (B) all Unpaid Amounts with respect to such Preferred Unit as of such time, over (ii) the aggregate cash Distributions that have been paid by the Partnership with respect to such Preferred Unit prior to such time pursuant to Section 4.1 that reduce Unreturned Capital; provided, that the Preference Accrual shall never be less than zero dollars ($0). With respect to a Preferred Unit, the Preference Accrual shall be compounded on a quarterly basis and shall accrue on a quarterly basis from and after the date on which the Capital Contribution is made in respect of such Preferred Unit.

“Preferred Distribution Rate” means an annual rate of ten percent (10.0%).

“Preferred Partner” means any Partner holding Preferred Units with regard to such Person’s particular Interest designated by Preferred Units.

“Preferred Payment Date” means each of March 31, June 30, September 30 and December 31 of each year (or if any of the foregoing dates is on a day that is not a Business Day, the next Business Day immediately following such date).

“Preferred Unit Purchase Price” means, with respect to each Preferred Unit, $1,000.

“Preferred Units” means all outstanding Units with the rights, preferences, powers, restrictions, qualifications and limitations ascribed to Preferred Units as set forth in this Agreement, which include, for the purposes of clarity, the Preferred Units purchased on the Effective Date pursuant to the Securities Purchase Agreement.

“Prime Rate” as of a particular date means the prime rate of interest as published on that date in the Wall Street Journal, and generally defined therein as “the base rate on corporate loans posted by at least 75% of the nation’s 30 largest banks.” If the Wall Street Journal is not published on a date for which the Prime Rate must be determined, the Prime Rate shall be the prime rate published in the Wall Street Journal on the nearest-preceding date on which the Wall Street Journal was published and if the Wall Street Journal ceases to publish such rate, then the Preferred Partner shall pick a substitute rate that most closely approximates such rate, as determined in the Preferred Partner’s good faith judgment.

“Pro Rata Share” means with respect to each Unit, the proportional amount such Unit would entitle the holder of such Unit to receive of the Total Equity Value if an amount equal to the Total Equity Value were distributed to all holders of Units in accordance with Section 4.1(d), and with respect to each holder of a Unit, such holder’s pro rata share of Total Equity Value represented by all Units owned by such Person.

“Profits” means the taxable income of the Partnership as determined for federal income tax purposes, as adjusted by Section 3.2(b). Profits shall be determined net of any amounts allocable in Section 4.3 or Section 4.4.

“Proportional Share” means, with respect to each Common Partner, as applicable, the quotient obtained by dividing (i) the total number of Common Units held by such Common Partner by (ii) the total number of Common Units held by all Common Partners.

“Proved Developed Producing Reserves” has the meaning adopted by the Board of Directors, Society of Petroleum Engineers, Inc., March 1997.

“Purchase Notice” has the meaning set forth in Section 3.1(c)(iii)

“Quarterly Distribution Amount” has the meaning set forth in Section 4.1(b).

“Quarterly Statements” has the meaning set forth in Section 5.7(a).

“Redeemed Preferred Units” has the meaning set forth in Section 14.1.

“Redemption Non-Payment” means the failure of the Partnership to timely pay the full Final Cash Redemption Amount for the total number of Preferred Units to be redeemed pursuant to Section 14.2.

“Redemption Request Notice” has the meaning set forth in Section 14.2.

“Regulatory Allocations” has the meaning set forth in Section 4.3(i).

“Reimbursing Partner” has the meaning set forth in Section 8.4(a).

“Renounced Business Opportunity” has the meaning set forth in Section 6.5(a)(ii).

“Replacement Credit Agreement” means a credit agreement that provides for revolving loans to the Partnership and is established among the Partnership and one or more commercial banks and other commercial lenders in replacement of the current Credit Agreement, which credit agreement shall be on terms and conditions that are generally considered market for a company similarly situated to the Partnership and that, in the aggregate, are at least as favorable to the Partnership as the Credit Agreement; provided that the financial covenants, voluntary prepayments, mandatory prepayments, and provisions relating to event of default, interest costs (including upfront lender fees and discounts), call protection or costs associated with voluntary or mandatory repayment, and restricted payments (including restrictions on Distributions) shall each be at least as favorable to the Partnership as the Credit Agreement; provided, further, that such credit agreement shall in no way limit or restrict the payment of distributions or redemption of the Preferred Units other than as permitted by the terms of the Partnership Agreement as in effect on the Effective Date.

“Required Preferred Holders” means, as of the date of determination, the Preferred Partners holding a majority of the then issued and outstanding Preferred Units.

“Resulting Tax Liability” has the meaning set forth in Section 8.4(b).

“Return on Investment” means an amount equal to (x) the aggregate cash Distributions made by the Partnership with respect to a Preferred Unit as of the date of calculation divided by (y) the Preferred Unit Purchase Price. In calculating Return on Investment as of any particular date, the aggregate amounts distributed pursuant to Section 4.1 with respect to any Preferred Unit on such date, and all amounts previously distributed under the subsections thereof, shall be taken into account, with the exception of any Excluded Amounts.

“Revolving Credit Facility” has the meaning assigned to such term in the Credit Agreement.

“Sanchez Common Stock” means the common stock, par value $0.01 per share, of Sanchez Parent.

“Sanchez Family” means (i) Antonio R. Sanchez, III and A.R. Sanchez, Jr., (ii) any spouse or descendant of any individual named in (i), (iii) any other natural person who is a member of the Family of any such individual referenced in (i)-(ii) above and (iv) any other natural person who has been adopted by any such individual referenced in (i)-(iii) above.

“Sanchez Group” means (i) any member of the Sanchez Family, (ii) Sanchez Energy Partners I, LP and SEP Management I, LLC, (iii) Sanchez Parent, (iv) Sanchez Investor, (v) Sanchez Production Partners LP, (vi) Sanchez Oil & Gas Corporation, (vii) Blackstone Newco and (viii) any Person Controlled by any one or more of the foregoing (other than the General Partner, the Partnership or any of their respective Subsidiaries).

“Sanchez Investor” has the meaning set forth in the recitals to this Agreement.

“Sanchez Letter Agreement” has the meaning set forth in the GP LLC Agreement.

“Sanchez Parent” means Sanchez Energy Corporation, a Delaware corporation.

“Sanchez Shares” means (i) the 1,455,000 shares of Sanchez Common Stock issued to the GSO Funds at the Anadarko Closing and (ii) the 45,000 shares of Sanchez Common Stock issued to the Intrepid Investor at the Anadarko Closing.

“Sanchez Shares and Warrants Amount” means $32,550,000.

“Schedule of Limited Partners” means the Schedule of Limited Partners attached as Schedule A hereto.

“Securities Purchase Agreement” has the meaning set forth in the recitals to this Agreement.

“Senior Debt” means credit facilities or issuances, including, but not limited to, the credit facility provided pursuant to the Credit Agreement.

“Senior Debt Agreements” means the Credit Agreement and any other credit agreement, note Securities Purchase Agreement, indenture or other agreements evidencing Senior Debt, collectively, and any documents related thereto.

“Simulated Basis” means the Book Value of any separate oil and gas property (as defined in Section 614 of the Code), as adjusted for Simulated Depletion.

“Simulated Depletion” means, with respect to each separate oil and gas property (as defined in Section 614 of the Code), a depletion allowance computed in accordance with federal income tax principles and in the manner specified in Treasury Regulation Section 1.704-l(b)(2)(iv)(k)(2). For purposes of computing Simulated Depletion with respect to any property, the Simulated Basis of such property shall be deemed to be the Book Value of such property, and in no event shall the allowance for Simulated Depletion, in the aggregate, exceed such Simulated Basis.

“Simulated Gain” means with respect to each separate oil and gas property (as defined in Section 614 of the Code), the simulated gain as computed in accordance with Treasury Regulation Section 1.704-l(b)(2)(iv)(k)(2) (i.e., the excess of the amount realized from the sale or other disposition of a separate oil and gas property over the Simulated Basis of such property). If the Book Value of any property the sale of which would result in Simulated Gain is increased as provided in this Agreement, the amount of such adjustment shall be taken into account as gain from the disposition of such property for purposes of computing Simulated Gain.

“Simulated Loss” means with respect to each separate oil and gas property (as defined in Section 614 of the Code), the simulated loss as computed in accordance with Treasury Regulation Section 1.704-l(b)(2)(iv)(k)(2) (i.e., the excess of the Simulated Basis of a separate oil and gas property over the amount realized from the sale or other disposition of such property). If the Book Value of any property the sale of which would result in Simulated Loss is decreased as provided in this Agreement, the amount of such adjustment shall be taken into account as loss from the disposition of such property for purposes of computing Simulated Loss.

“SN Maverick” means SN EF Maverick, LLC, a Delaware limited liability company.

“Special Approval” has the meaning set forth in the GP LLC Agreement.

“Stand-Alone Tax Liability” has the meaning set forth in Section 8.4(b).

“Subsidiary” means, with respect to any Person, any corporation, limited liability company, partnership, association or business entity of which (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or Controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, (ii) if a limited liability company, partnership, association or other business entity (other than a corporation), a majority of limited liability, partnership or other similar ownership interests thereof with voting rights at the time owned or Controlled, directly or indirectly, by any Person or one or more Subsidiaries of that Person or a combination thereof. For purposes hereof, a Person or Persons shall be deemed to have a majority ownership interest in a limited liability company, partnership, association or other business entity (other than a corporation) if such Person or Persons shall be allocated a majority of limited liability company, partnership, association or other business entity gains or losses or shall be or Control, directly or indirectly, the manager, managing member, managing director (or a board comprised of any of the foregoing) or general partner of such limited liability company, partnership, association or other business entity.

“Substituted Partner” has the meaning set forth in Section 10.1.

“Tax” or “Taxes” means any and all taxes and charges of any federal, state, local or foreign Governmental Authority, including income, profits, gross receipts, gains, franchise, estimated, alternative minimum, add-on minimum, sales, harmonized sales, use, transfer, registration, value added, ad valorem, excise, goods and services, land transfer, other transfer, natural resources, severance, stamp, occupation, premium, windfall profit, environmental, customs, duties, real property, personal property, capital stock, social security, unemployment, disability, payroll, workers’ compensation, welfare, license, employee and other withholding taxes, or other tax, fee, duty, levy, custom, tariff, impost, assessment, obligation, or charge of the same or of a similar nature to any of the foregoing, of any kind whatsoever, including any transferee liability and any interest, penalties or additions to tax or additional amounts in respect of the foregoing.

“Tax Distribution” has the meaning set forth in Section 4.1(a).

“Tax Matters Partner” has the meaning set forth in Section 6231 of the Code.

“Taxable Year” means the Partnership’s accounting period for federal income tax purposes determined pursuant to Section 8.2 or such other relevant period.

“Third Party Reserve Report” has the meaning set forth in Section 5.7(c).

“Total Equity Value” means the aggregate proceeds that would be received by the Partners if: (i) the assets of the Partnership were sold at their Fair Market Value; (ii) the Partnership satisfied and paid in full all of its

obligations and liabilities (including all Taxes, costs and expenses incurred in connection with such transaction and any reasonable amounts representing the General Partner’s reasonable and good faith estimate of the actual amount that may be paid with respect to any contingent liabilities); and (iii) such net sale proceeds were then distributed in accordance with Section 4.1(d), all as determined by the Board in its reasonable and good faith judgment.

“Transfer” means any direct or indirect sale, transfer, assignment, pledge, mortgage, exchange, hypothecation, gift, grant of a security interest or other direct or indirect disposition or encumbrance (whether with or without consideration, whether voluntarily or involuntarily or by operation of law) or the acts thereof, including derivative or similar transactions or arrangements whereby a portion or all of the economic interest in, or risk of loss or opportunity for gain with respect to, Units is transferred or shifted to another Person; provided that (i) any indirect transfer of Equity Interests in the Sanchez Investor that does not result in a Change of Control shall not be deemed a “Transfer” for purposes of this Agreement and (ii) a pledge under the Senior Debt Agreements of any or all of the General Partner Interests and/or Units shall not be deemed a “Transfer” for purposes of this Agreement. The terms “Transferee,” “Transferred,” and other forms of the word “Transfer” shall have the correlative meanings.

“Treasury Regulations” means the income tax regulations promulgated under the Code, as amended from time to time.

“Unit” means an Interest in the Partnership designated as a Common Unit or a Preferred Unit held by a Partner or other holder.

“Unitary/Combined Tax Report” has the meaning set forth in Section 8.4(a).

“Unpaid Amounts” means the aggregate amount of all Distributions (expressed in dollars) previously accrued but not paid in cash with respect to a Preferred Unit.

“Unreturned Capital” means, as of the date of determination, with respect to each Preferred Unit, an amount equal to the excess, if any, of (i) the Preferred Unit Purchase Price over (ii) the aggregate amount of Distributions previously made by the Partnership that constitute a return of the Capital Contributions (and not, by way of example, Distributions under Section 4.1(b), payments of Unpaid Amounts, or Base Preferred Return Amounts in excess of Unreturned Capital) with respect to such Unit (e.g., payments in respect of Unreturned Capital pursuant to Section 4.1(c), 4.1(d), 12.2(c), or 14.1).

“Warrant Agreements” means (i) the Warrant Agreement, dated as of the Effective Date, by and between Sanchez Parent and the GSO Funds and (ii) the Warrant Agreement, dated as of the Effective Date, by and between Sanchez Parent and the Intrepid Investor.

“Warrants” means the warrants to purchase a total of 2,000,000 shares of Sanchez Common Stock, subject to adjustment, pursuant to the Warrant Agreements.

Article II
ORGANIZATIONAL MATTERS

2.1Continuation of the Partnership. The General Partner and the Organizational Limited Partner have previously formed the Partnership as a limited partnership pursuant to the provisions of the Delaware Act. This amendment and restatement shall become effective on the date of this Agreement.

2.2Limited Partnership Agreement. The Partners hereby execute this Agreement for the purpose of providing for the affairs of the Partnership and the conduct of its business in accordance with the provisions of

the Delaware Act. Except as expressly provided to the contrary in this Agreement, the rights, duties, liabilities and obligations of the Partners and the administration, dissolution and termination of the Partnership shall be governed by the Delaware Act.

2.3Name. The name of the Partnership shall be “SN EF UnSub, LP”. The Partnership’s business may be conducted under its name and any other name or names as determined by the General Partner, including the name of the General Partner. The General Partner may change the name of the Partnership at any time and from time to time and shall notify the Limited Partners of such change in the next regular communication to the Limited Partners.

2.4Purpose. The purpose and business of the Partnership shall be (i) to acquire, hold, maintain, renew, drill, develop, exploit and operate oil and gas properties and related assets and other properties in the AMI; (ii) subject to Section 2.4(i), to engage in or perform any other activities deemed necessary or advisable by the General Partner; and (iii) subject to Section 2.4(i), to engage in or perform any other lawful acts or activities that are incident to or in furtherance of the foregoing that the General Partner deems necessary or advisable.

2.5Principal Office: Registered Office. The principal office of the Partnership shall be located at 1000 Main Street, Suite 3000, Houston, Texas 77002, or at such other place as the General Partner may from time to time designate, and all business and activities of the Partnership shall be deemed to have occurred at its principal office. Notice of any change to the principal office shall be promptly provided to all Limited Partners. The Partnership may maintain offices at such other place or places as the General Partner deems advisable. The address of the registered office of the Partnership in the State of Delaware shall be the office of the initial registered agent named in the Certificate of Limited Partnership or such other office (which need not be a place of business of the Partnership) as the General Partner may designate from time to time in the manner provided by applicable law, and the registered agent for service of process on the Partnership in the State of Delaware at such registered office shall be the registered agent named in the Certificate of Limited Partnership or such other Person or Persons as the General Partner may designate from time to time in the manner provided by applicable law.

2.6Term. The term of the Partnership commenced upon the initial filing of the Certificate of Limited Partnership in accordance with the Delaware Act and shall continue indefinitely unless sooner terminated as provided herein. The existence of the Partnership as a separate legal entity shall continue until the cancellation of the Certificate of Limited Partnership as provided in the Delaware Act.

2.7Restriction on Jurisdiction of Organization. The Partnership shall at all times be organized under the jurisdiction of the State of Delaware.

2.8Foreign Qualification. The General Partner is authorized to cause the Partnership to comply, to the extent procedures are available, with all requirements necessary to qualify the Partnership as a foreign limited partnership in any jurisdiction in which the Partnership owns property or transacts business or elsewhere where such qualification may be necessary or advisable for the protection of the limited liability of the Limited Partners or to permit the Partnership to lawfully own property or transact business, and to obtain similar qualifications for the Partnership’s Subsidiaries. Each officer of the General Partner is authorized, on behalf of the Partnership, to execute, acknowledge and deliver all certificates and other instruments as may be necessary or appropriate in connection with the foregoing qualifications. Further, upon request of the General Partner, each Limited Partner will execute, acknowledge and deliver all certificates and other instruments that are reasonably necessary or appropriate to obtain, continue, modify or terminate such qualifications.

Article III
UNITS; CAPITAL CONTRIBUTIONS

3.1Units and Capital Contributions.

(a) Units. The Units issued by the Partnership shall consist of Common Units and Preferred Units. The Partnership is authorized to issue up to 100,000 Common Units and 800,000 Preferred Units or such other number of Units as may be determined by the General Partner in accordance with the terms of the GP LLC Agreement or required to be issued pursuant to the Securities Purchase Agreement; provided, however, that the number of authorized Common Units shall automatically increase without any action of the General Partner by an amount equal to the number of Common Units issued, if any, pursuant to Section 3.1(c)(iv) upon the issuance of such Common Units pursuant to Section 3.1(c)(iv); provided, further, that the number of authorized Preferred Units shall automatically increase without any action of the Partners by an amount equal to the number of Preferred Units issued, if any, pursuant to Section 3.1(c)(ii) upon the issuance of such Preferred Units pursuant to Section 3.1(c)(ii) or otherwise as provided for pursuant to the Securities Purchase Agreement. Subject to the terms and conditions set forth in this Agreement and the Securities Purchase Agreement, and after giving effect to the transactions contemplated by the Securities Purchase Agreement, as of the Effective Date, the Partnership has issued 100,000 Common Units to the Sanchez Investor in exchange for $100,000,000 in cash paid by wire transfer of immediately available funds, has issued 485,000 Preferred Units to the Institutional Investor in exchange for $485,000,000 in cash paid by wire transfer of immediately available funds and has issued 15,000 Preferred Units to the Intrepid Investor in exchange for $15,000,000 in cash paid by wire transfer of immediately available funds.1 For purposes hereof, the Institutional Investor and the Intrepid Investor shall be deemed initially to contribute $453,426,500 and $14,023,500, respectively, to the Partnership for their respective Preferred Units and each shall be deemed initially to contribute an amount of cash equal to its respective share of the Sanchez Shares and Warrants Amount to Sanchez Parent for the Sanchez Shares and the Warrants. Thereafter, the Sanchez Investor shall be deemed to make an additional Capital Contribution of cash in an amount equal to the Sanchez Shares and Warrants Amount to the Partnership. The Partnership shall then be deemed to pay to each of the Institutional Investor and the Intrepid Investor its respective share of the Sanchez Shares and Warrants Amount which corresponds to the Sanchez Shares and Warrants issued to the Institutional Investor and Intrepid Investor, respectively (which share shall be as set forth on Schedule A hereto). Thereafter, each of the Institutional Investor and Intrepid Investor will be deemed to have contributed to the Partnership its share of the Sanchez Shares and Warrant Amounts as an additional Capital Contribution for the Preferred Units. The Capital Account as reflected on the Schedule of Limited Partners attached as Schedule A hereto shall reflect the net effect of such transactions and the provisions of Section 4.3(h)(ii). The Units issued shall be recorded on the Schedule of Limited Partners attached as Schedule A hereto; provided, that the Partnership may (if directed by the Board) issue certificates representing the Units (“Certificated Units”). The General Partner is hereby authorized to amend the Schedule of Limited Partners to reflect the issuance of additional Units, the Transfer of Units, the admission of Additional Partners, the resignation or withdrawal of a Partner or a change or correction to any other information set forth on the Schedule of Limited Partners, in each case as provided in this Agreement. The General Partner shall make available to the Limited Partners copies of any amended or restated Schedule of Limited Partners from time to time. The Partnership may issue fractional Units. The ownership by a holder of Units shall entitle such holder to allocations of Profits and Losses and other items and Distributions of cash and other property as set forth in Article IV and Article XII. Each of the Limited Partners listed on the Schedule of Limited Partners attached as of the date hereof as Schedule A hereto is hereby admitted as a limited partner of the Partnership, and all of the Interests and Units held by such Limited Partners as of the date hereof, which collectively constitute all of the Interests and Units in the Partnership, are hereby authorized and issued.

1Note to Draft: To be confirmed at Closing pursuant to the SPA.

(b) Capital Contributions and Schedule of Limited Partners. As of the Effective Date, the Limited Partners have made the Capital Contributions set forth on the Schedule of Limited Partners attached as Schedule A hereto and each Limited Partner holds the Units specified for such Limited Partner on the Schedule of Limited Partners attached hereto. Other than the Capital Contributions made by the Limited Partners on the Effective Date, no Limited Partner shall be required to make any Capital Contributions to the Partnership, unless

otherwise agreed to in writing by such Limited Partner and pursuant to the terms of the Securities Purchase Agreement and this Agreement. Any Capital Contributions following the Effective Date shall require the approval of the General Partner, subject to the limitations contained in the GP LLC Agreement. Any reference in this Agreement to the Schedule of Limited Partners shall be deemed a reference to the Schedule of Limited Partners as amended and in effect from time to time in accordance with this Agreement.

(i)After the Effective Date, the Partnership may issue additional Preferred Units to the Institutional Investor and the Intrepid Investor in accordance with the terms of this Section 3.1(c)(i) and Section 3.1(c)(iii) with a purchase price for each such Preferred Unit of $1,000 per Preferred Unit, as determined by the General Partner and subject to the limitations contained in the GP LLC Agreement. Prior to issuing any such Preferred Units, the General Partner shall send a written notice notifying the Institutional Investor and the Intrepid Investor of the number of additional Preferred Units the Partnership desires to issue. Upon receipt of such notice, the Intrepid Investor shall have ten (10) Business Days to elect to participate in such issuance (the “Intrepid Election Period”). The Intrepid Investor may purchase up to three percent (3.0%) of such additional Preferred Units by delivering written notice to the General Partner and the Institutional Investor prior to the end of the Intrepid Election Period, which notice shall be irrevocable and shall identify how many of the additional Preferred Units the Intrepid Investor desires to purchase. If the Intrepid Investor fails to deliver such written notice to the General Partner and the Institutional Investor prior to the end of the Intrepid Election Period irrevocably committing the Intrepid Investor to purchase three percent (3%) of such additional Preferred Units in the issuance (or at least such lesser amount that would result in the Intrepid Investor owning not more than a total of 24,000 Preferred Units in the aggregate after giving effect to the purchase), then the Intrepid Investor shall not be permitted to participate in such issuance.

(ii)If, after the Effective Date, (A) an event of default or borrowing base deficiency (or analogous term or event) under any Senior Debt Agreement or any other agreements governing any material Indebtedness of any of the Partnership or its Subsidiaries (including, without limitation, any Replacement Credit Agreement) has occurred and such event of default remains uncured by the Partnership or other Subsidiary, as applicable, then for ten (10) Business Days following receipt by the General Partner of notice of such event or default or (B) any Senior Debt Agreement, Replacement Credit Agreement or any other agreements governing any material Indebtedness of any of the Partnership or its Subsidiaries prohibits either the payment by the Partnership of any Tax Distributions or, following the date that is 12 months following the Effective Date, Distributions in cash on the Preferred Units pursuant to Section 4.1(b) and such prohibition persists for ten (10) Business Days after the date such Distribution is due to be paid, then, the Institutional Investor shall have the right, in its sole discretion, to elect to cause the Partnership to issue additional Preferred Units, which number of Preferred Units shall be determined by the Institutional Investor and the Intrepid Investor in accordance with this Section 3.01(c)(ii) and Section 3.01(c)(iii) in its sole discretion following consultation with the Board, to the Institutional Investor and the Intrepid Investor on the same terms and conditions that the Preferred Units were issued to the Institutional Investor on the Effective Date. In order to exercise such right, the Institutional Investor shall deliver a written notice (an “Additional Preferred Units Notice”) to the General Partner and to the Intrepid Investor setting forth the request and the number of Preferred Units to be issued by the Partnership. Upon receipt of the Additional Preferred Units Notice for a period of ten (10) Business Days after receiving such notice, the Intrepid Investor may elect to purchase up to three percent (3%) of the number of Preferred Units identified in the Additional Preferred Units Notice by delivering a written notice to the General Partner and the

Institutional Investor notifying them of such election and irrevocably committing to purchase an identified number of Preferred Units. After the conclusion of such ten (10) Business Days, the General Partner and the Board shall be required to cause the Partnership (x) to enter into a purchase agreement with the Institutional Investor and, if the Intrepid Investor elects to participate, the Intrepid Investor, in substantially the same form attached hereto as Exhibit A (with any such changes to the extent the parties thereto may mutually agree) and (y) to issue the number of Preferred Units set forth in the Additional Preferred Units Notice within twenty (20) Business Days of receipt of the Additional Preferred Units Notice in accordance with such Securities Purchase Agreement. The Partnership shall use the proceeds from the issuance of such Preferred Units to the Institutional Investor and, if the Intrepid Investor elected to participate, the Intrepid Investor, solely to apply to outstanding Indebtedness of the Partnership and its Subsidiaries under the Senior Debt Agreements or any other agreements governing any material Indebtedness of the Partnership or any of its Subsidiaries (including a Replacement Credit Agreement) so as to remedy the applicable condition(s) described in clauses (A) and (B) of this Section 3.1(c)(ii).

(iii)If (A) additional Preferred Units are to be issued pursuant to Section 3.1(c)(i) or Section 3.1(c)(ii) at any time during the period commencing on the Effective Date and ending on the second anniversary of the Effective Date, (B) the total number of Preferred Units then outstanding is not in excess of 800,000 Preferred Units and (C) the Intrepid Investor does not elect to purchase three percent (3.0%) of the proposed issuance (whether by failing to respond or expressly declining to participate), then the Institutional Investor shall have ten (10) Business Days after such failure or refusal by the Intrepid Investor to deliver to the Intrepid Investor a written election notice, which shall be irrevocable (a “Purchase Notice”), stating that the Institutional Investor commits to purchase the Preferred Units held by the Intrepid Investor and its Permitted Transferees, if any, at a price per Preferred Unit equal to the lesser of (1) $650.00 and (2) sixty-five percent (65.0%) of the fair market value of a Preferred Unit, payable in cash or immediately available funds; provided, however, in no event will the Institutional Investor have the right to so purchase Preferred Units from the Intrepid Investor and its Permitted Transferees, if any, pursuant to the Purchase Election if the Intrepid Investor and its Permitted Transferees, if any, (X) then own not less than a total of 24,000 Preferred Units in the aggregate (including any Preferred Units proposed by Intrepid to be purchased concurrently with such proposed issuance) or (Y) has or have elected to purchase a number of additional Preferred Units such that the total number of Preferred Units that will be owned after giving effect to such purchase(s) by the Intrepid Investor and its Permitted Transferee(s), if any, will not be less than 24,000. The closing of the purchase by the Institutional Investor from the Intrepid Investor and its Permitted Transferee(s), if any, of the Preferred Units owned by the Intrepid Investor and such Permitted Transferee(s) shall occur within ten (10) Business Days after delivery of the Purchase Notice to the Intrepid Investor.

(iv)At any time following the Effective Date, the Partnership may issue Common Units, as determined by the General Partner.

(d) General Partner Interest. On the Effective Date, the General Partner retained the General Partner Interest in the Partnership, subject to all of the rights, privileges and duties of the General Partner under this Agreement.

3.2Capital Accounts.

(a) Maintenance of Capital Accounts. The Partnership shall maintain a separate Capital Account for each Partner according to the rules of Treasury Regulation Section 1.704-l(b)(2)(iv). For this purpose, upon the occurrence of the events specified in Treasury Regulation Section 1.704-l(b)(2)(iv)(f)

(including a transaction to redeem any Preferred Unit pursuant to this Agreement), the Capital Account of each Partner and the Book Value of each asset of the Partnership immediately prior to the occurrence of such event shall be adjusted upward or downward to reflect any unrealized gain or unrealized loss attributable to such asset, and any such unrealized gain or unrealized loss shall be treated, for purposes of maintaining Capital Accounts, as if it had been recognized on an actual sale of each such property for an amount equal to its Fair Market Value immediately prior to such event and had been allocated to the Limited Partners at such time pursuant to Section 12.2(c); provided, however, that in the event of (i) an issuance of Units for a de minimis amount of cash or contributed property, (ii) a Distribution of a de minimis amount of cash or property to a Partner, or (iii) an issuance of a de minimis amount of Units as consideration for the provision of services, the General Partner in its reasonable judgment may determine that such adjustments are unnecessary for the proper administration of the Partnership; provided further, that with prior approval of the Board and the Institutional Investor, the General Partner may determine that no adjustments shall be made pursuant to this Section 3.2(a).

(b) Computation of Profits and Losses. For purposes of computing the Profits or Losses of the Partnership for any period, and any item of the Partnership’s income, gain, loss or deduction to be allocated pursuant to Article IV and to be reflected in the Capital Accounts, the determination, recognition and classification of any such item shall be the same as its determination, recognition and classification for federal income tax purposes (including any method of depreciation, cost recovery or amortization used for this purpose); provided, that:

(i)the computation of all items of income, gain, loss and deduction shall include those items described in Code Section 705(a)(1)(B) or Code Section 705(a)(2)(B) and Treasury Regulation Section 1.704-l(b)(2)(iv)(i), without regard to the fact that such items are not includable in gross income or are not deductible for federal income tax purposes;

(ii)if the Book Value of any of the Partnership’s property is adjusted pursuant to Treasury Regulation Section 1.704-l(b)(2)(iv)(e) or (f), the amount of such adjustment shall be taken into account as gain or loss from the disposition of such property;

(iii)items of income, gain, loss or deduction attributable to the disposition of the Partnership’s property having a Book Value that differs from its adjusted basis for tax purposes shall be computed by reference to the Book Value of such property;

(iv)items of depreciation, amortization and other cost recovery deductions with respect to the Partnership’s property having a Book Value that differs from its adjusted basis for tax purposes shall be computed by reference to the property’s Book Value in accordance with Treasury Regulation Section 1.704-l(b)(2)(iv)(g); and

(v)to the extent an adjustment to the adjusted tax basis of any asset of the Partnership pursuant to Code Sections 732(d), 734(b) or 743(b) is required, pursuant to Treasury Regulation Section 1.704-l(b)(2)(iv)(m), to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis).

3.3Negative Capital Accounts. No Partner shall be required to pay to any other Partner or the Partnership any deficit or negative balance that may exist from time to time in such Partner’s Capital Account (including upon and after dissolution, termination, or cancellation of the Partnership).

3.4No Withdrawal. No Partner shall be entitled to withdraw any part of such Partner’s Capital Contributions or Capital Account balance or to receive any Distribution from the Partnership, except as expressly provided herein.

3.5Loans From Partners. Loans by Partners to the Partnership shall not be considered Capital Contributions. If any Partner shall loan funds to the Partnership in excess of the amounts required hereunder to be contributed by such Partner to the capital of the Partnership, the making of such loans shall not result in any increase in the amount of the Capital Account of such Partner. The amount of any such loans shall be a debt of the Partnership to such Partner and shall be payable or collectible in accordance with the terms and conditions upon which such loans are made.

3.6Distributions of Property. To the extent that the Partnership distributes property (other than cash and other than the Partnership making accruals that are added to the Preference Accrual pursuant to Section 4.1(b)) in kind to the Partners, the Partnership shall be treated as making a Distribution equal to the Fair Market Value of such property for purposes of Section 4.1 and such property shall be treated as if it were sold for an amount equal to its Fair Market Value and any resulting gain or loss shall be allocated to the Partners’ Capital Accounts in accordance with Sections 4.2 through 4.4.

3.7Transfer of Capital Accounts. The original Capital Account established for each Substituted Partner shall be in the same amount as the Capital Account of the Partner (or portion thereof) to which such Substituted Partner succeeds, at the time such Substituted Partner is admitted as a Partner of the Partnership. The Capital Account of any Partner whose Interest in the Partnership shall be increased or decreased by means of the Transfer to it of all or part of the Units of another Partner or the repurchase of Units shall be appropriately adjusted to reflect such Transfer or repurchase. Any reference in this Agreement to a Capital Contribution of or Distribution to a Partner that has succeeded any other Partner shall include any Capital Contributions or Distributions previously made by or to the former Partner on account of the Units of such former Partner Transferred to such Partner.

3.8Certain Adjustments. If the Partnership at any time subdivides (by any Unit split or otherwise) any Units, as applicable, into a greater number of Units, the Partnership shall also subdivide each Common Unit or Preferred Unit, respectively, outstanding immediately prior to such subdivision based upon the same ratio, and if the Partnership at any time combines (by reverse Unit split or otherwise) any Units, as applicable, into a smaller number of Units, the Partnership shall also combine each Common Unit or Preferred Unit, respectively, outstanding immediately prior to such combination based upon the same ratio.

Article IV
DISTRIBUTIONS AND ALLOCATIONS; REDEMPTION

4.1Distributions.

(a) Tax Distributions. To the extent the Partnership has Available Cash, the Partnership shall distribute to each holder of Preferred Units with respect to each Fiscal Quarter, an amount of cash (a “Tax Distribution”) that in the good faith judgment of the General Partner equals the excess, if any, of (A) the product of (i) the cumulative amount of taxable income allocable to such holder of Preferred Units (or the predecessor holder of such Preferred Units) (and (x) including any income treated as a guaranteed payment or a payment other than in its capacity as a Partner to a holder of Preferred Units pursuant to Code Section 707, (y) including any amounts arising from Code Section 704(c) and (z) calculated using actual cost depletion for each Partner as computed under Section 4.5(d) since the inception of the Partnership (net of taxable losses allocated to each holder of Units (or the predecessor holder of such Units) since inception of the Partnership and not previously taken into account under this clause), multiplied by (ii) the combined maximum federal, state and local income tax rate to be applied with respect to such taxable income (calculated for all holders of Preferred Units using the Board’s determination of the highest maximum combined marginal federal, state and local income tax rates to which any holder of Preferred Units may be subject and taking into account the character of such taxable income and the deductibility of state income tax for federal income tax purposes, subject to any applicable limitations on

deductibility) over (B) the cumulative amount of Distributions in cash made to such holder of Preferred Units; provided that the amount computed in clause (A)(i) shall be determined without taking into account any taxable income allocated to the holder of Preferred Units as a result of such holder having an initial Capital Account attributable to such Preferred Units that is less than the initial Base Preferred Return Amount (for the avoidance of doubt, this “provided” clause shall not apply to and Tax Distributions shall be made with respect to taxable income allocated as a result of the allocation of Profits pursuant to Section 4.2(a)). For the purposes of calculating the amounts payable under Sections 4.1(b), (c), or (d), Tax Distributions shall be treated as advances of any amounts holders of Preferred Units are entitled to receive pursuant to Sections 4.1(b), (c), or (d), as applicable, and shall be offset against any amounts holders of Preferred Units are entitled to receive pursuant to or in accordance with Sections 4.1(b), (c), or (d), as applicable. Notwithstanding the foregoing, in no event shall the Intrepid Investor be entitled to a Tax Distribution pursuant to this Section 4.1(a) on a per Preferred Unit basis that exceeds the Tax Distribution made or to be made to the Institutional Investor on a per Preferred Unit basis.

(b) Preferred Distributions. Persons holding Preferred Units shall be entitled to receive, on each Preferred Payment Date, with respect to the Fiscal Quarter then ended, a Distribution in cash with respect to each Preferred Unit in an amount equal to the product of (i) the Preferred Distribution Rate multiplied by (ii) the Preference Accrual (the “Quarterly Distribution Amount”); provided, however, that if the Effective Date is a day other than the first day of a Fiscal Quarter, then the first payment made hereunder shall be prorated accordingly. The Partnership shall pay such Distributions on the Preferred Units in cash, unless prohibited by the Senior Debt Agreements or any Replacement Credit Agreement. If any Distribution (or portion thereof) contemplated by this Section 4.1(b) is not paid in cash in accordance with the terms of this Agreement, then such Distribution (or portion thereof) shall accrue and shall be added to the Unpaid Amounts and thereupon become part of the Preference Accrual with respect to such Preferred Unit. In furtherance of the foregoing, all additions to the Preference Accrual resulting from such Distribution being less than the Quarterly Distribution Amount shall be deemed made automatically and without any further action by the Partnership, the General Partner, or any other Person and therefore shall become part of the Preference Accrual. At least two (2) Business Days prior to any applicable Preferred Payment Date, the Partnership shall notify the Preferred Partners in writing as to whether the Partnership has elected to pay the Distribution contemplated by this Section 4.1(b) in respect of the applicable Fiscal Quarter in cash on such Preferred Payment Date or has elected instead to defer payment of such Distribution and have the accrued but unpaid amount of such Distribution added to the Unpaid Amounts. In addition to the foregoing, the Partnership may make cash Distributions with respect to any Unpaid Amounts on a date other than a Preferred Payment Date, as determined by the General Partner.

(i)After the first anniversary of the Effective Date and prior to the date on which there are no Preferred Units issued and outstanding, on any Preferred Payment Date, following the payment of all Distributions under Section 4.1(b), the General Partner may (but shall not be obligated to) make cash Distributions from Available Cash to the Preferred Partners, pro rata in proportion to the aggregate number of Preferred Units held by each such Preferred Partner, with such Distributions being applied toward the Base Preferred Return Amount for each outstanding Preferred Unit or the redemption of the Preferred Units held by such Preferred Partners in accordance with Article XIV. With respect to any redemption of a Preferred Unit under this Section 4.1(c)(i), it is understood and agreed that the amount paid in respect of such redemption shall be applied first to the amount by which the Preference Accrual exceeds the Unreturned Capital in respect of each Preferred Unit until such excess has been reduced to zero, then to the amount by which the Base Preferred Return Amount exceeds the Unreturned Capital with respect to such Preferred Unit until such excess has been reduced to zero, then to the Unreturned Capital with respect to such Preferred Unit.

(ii)Each Distribution in accordance with Section 4.1(d)(iv) and any other Distribution made by the Partnership following the date on which there are no Preferred Units issued and outstanding shall be made by the Partnership to the holders of the Common Units (pro rata in accordance with their Proportional Share). The Partnership shall not make any Distributions on the Common Units until all Preferred Units are redeemed in full such that there are no Preferred Units issued and outstanding.

(d) Distributions upon Change of Control and Certain Other Transactions. In the event of a Distribution of assets or properties of the Partnership in connection with a Change of Control, an Exit Transaction, any Disposition Transaction, any transaction under Section 14.1 (if all Preferred Units are redeemed), a transaction under Section 14.2, or a transaction under Section 14.3 (that does not trigger a dissolution or liquidation of the Partnership or a Partner’s Interest (within the meaning of Treasure Regulations Section 1.704-1(b)(2)(ii)(g)) pursuant to Article XII, each Partner shall receive, after any required payments under the Senior Debt Agreements or Replacement Credit Agreement, the portion of the aggregate consideration from such transactions described above, that such Person would have received if such aggregate consideration paid in connection with such transaction had been distributed by the Partnership in the following order of priority:

(i)first, an amount to the holders of Preferred Units, pro rata in proportion to the Preferred Units held by such holders of Preferred Units, until the aggregate amount, if any, by which the Preference Accrual exceeds the Unreturned Capital, with respect to each such holder’s Preferred Units, has been reduced to zero;

(ii)second, an amount to the holders of Preferred Units, pro rata in proportion to the Preferred Units held by such holders of Preferred Units, until the aggregate amount, if any, by which the Base Preferred Return Amount exceeds Unreturned Capital, with respect to each such holder’s Preferred Units, has been reduced to zero;

(iii)third, to the holders of Preferred Units, pro rata in proportion to the Preferred Units held by such holders of Preferred Units, until the aggregate Unreturned Capital with respect to each such holder’s Preferred Units has been reduced to zero and the Preferred Partners have received aggregate Distributions in an amount that yields the Base Preferred Return Amount with respect to each Preferred Unit; and

(iv)fourth, to the holders of Common Units (pro rata in accordance with their Proportional Share).

4.2Allocations. For purposes of maintaining Capital Accounts and in determining the Profits and Losses of the Partners among themselves, Profits and Losses for any Fiscal Year or any Fiscal Period shall be allocated among the Partners as provided herein below.

(a) Profits. After making the allocations required by Section 4.3 and Section 4.4, Profits for any Fiscal Year or Fiscal Period shall be allocated as follows:

(i)first, 100% to Preferred Partners, pro rata in proportion to the aggregate number of Preferred Units held by each such Preferred Partner, until the aggregate Profits allocated to the Preferred Partners pursuant to this Section 4.2(a)(i) for the current and all previous taxable periods is equal to the aggregate Losses allocated to the Preferred Partners pursuant to Section 4.2(b)(ii) for the current and all previous taxable periods;

(ii)second, 100% to the Preferred Partners pro rata in proportion to the aggregate number of Preferred Units held by each such Preferred Partner, until the amount of Profits allocated

to the Preferred Partners pursuant to this Section 4.2(a)(ii) for the current and all previous taxable periods is equal to the amount of return accruing to each Preferred Partner sufficient to generate an IRR with respect to each Preferred Unit held by a Preferred Partner of fourteen percent (14%); provided that, for the avoidance of doubt, clause (ii) of the definition of Base Preferred Return Amount shall not be taken into account in making allocations of Profits unless Preferred Units are redeemed pursuant to Section 14.1 at a time when clause (ii) of the definition of Base Preferred Return Amount exceeds clause (i) of such definition; and

(iii)third, 100% to the holders of Common Units, pro rata in accordance with their respective Proportional Share.

(b) Losses. After making the allocations required by Section 4.3 and Section 4.4, Losses for any Fiscal Year or Fiscal Period shall be allocated as follows:

(i)first, 100% to the holders of Common Units, pro rata in accordance with their respective Proportional Share, until the Adjusted Capital Account in respect to each Common Unit has been reduced to, but not below, zero; and

(ii)second, to the Preferred Partners, pro rata in proportion to the aggregate number of Preferred Units held by each such Preferred Partner.

4.3Special Allocations.

(a) Partnership Minimum Gain Chargeback. Notwithstanding any other provisions of this Section 4.3, if there is a net decrease during a Taxable Year in Partnership Minimum Gain, items of income or gain of the Partnership for such Taxable Year (and, if necessary, for subsequent Taxable Years) shall be allocated to the Partners in the amounts and of such character as determined according to Treasury Regulation Section 1.704-2(f)(6) and (g) (2) and Section 1.704-2(j)(2)(i), or any successor provisions. This Section 4.3(a) is intended to comply with the Partnership Minimum Gain chargeback requirement in Treasury Regulation Section 1.704-2(g) and shall be interpreted consistently therewith.

(b) Partner Nonrecourse Debt Minimum Chargeback. Notwithstanding any other provisions of this Section 4.3 (other than Section 4.3(a)), except as provided in Treasury Regulation Section 1.704-2(i)(4), if there is a net decrease in Partner Nonrecourse Debt Minimum Gain during any Taxable Year, each Partner with a share of Partner Nonrecourse Debt Minimum Gain at the beginning of the such Taxable Year shall be allocated items of income or gain of the Partnership for such Taxable Year (and, if necessary, for subsequent Taxable Years) in the amounts and of such character as determined according to Treasury Regulation Sections 1.704-2(i)(4) and 1.704-2(j)(2)(ii), or any successor provisions. This Section 4.3(b) is intended to comply with the chargeback provision that complies with the requirements of Treasury Regulation Section 1.704-2(i)(4), and shall be interpreted in a manner consistent therewith.

(c) Nonrecourse Deductions. Nonrecourse Deductions for any Taxable Year shall be allocated to each Partner ratably among such Partners based upon the manner in which Profits are allocated among the Partners for such Taxable Year (and if no Profits are allocated in any Taxable Year, based on the Partners’ Pro Rata Shares).

(d) Partner Nonrecourse Deductions. Losses attributable to Partner Nonrecourse Deductions for any Taxable Year shall be allocated in the manner required by Treasury Regulation Section 1.704-2(i).

(e) Qualified Income Offset. If any Partner that unexpectedly receives an adjustment, allocation or distribution described in Treasury Regulation Section 1.704-l(b)(2)(ii)(d)(4), (5) and (6) has a deficit

balance in its Adjusted Capital Account as of the end of any Taxable Year, computed after the application of Section 4.2 but before the application of any other provision of this Article IV, then items of income or gains of the Partnership for such Taxable Year shall be allocated to such Partner in proportion to, and to the extent of, such deficit balance in its Adjusted Capital Account. This Section 4.3(e) is intended to be a qualified income offset provision as described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted in a manner consistent therewith.

(f) Gross Income Allocation. In the event any Partner has a deficit balance in its Capital Account at the end of any taxable period in excess of the sum of (A) the amount such Partner is required to restore pursuant to the provisions of this Agreement and (B) the amount such Partner is deemed obligated to restore pursuant to Treasury Regulation Sections 1.704-2(g) and 1.704-2(i)(5), such Partner shall be specially allocated items of Partnership gross income, gain and Simulated Gain in the amount of such excess as quickly as possible; provided, that an allocation pursuant to this Section 4.3(f) shall be made only if and to the extent that such Partner would have a deficit balance in its Capital Account after all other allocations provided for in Sections 4.2 and 4.3 have been tentatively made as if Section 4.3(e) and this Section 4.3(f) were not in this Agreement.

(g) Allocation of Certain Profits and Losses. Profits and Losses described in Section 3.2(b)(v) shall be allocated in a manner consistent with the manner that the adjustments to the Capital Accounts are required to be made pursuant to Treasury Regulation Section 1.704-l(b)(2)(iv)(m).

(h) Special Allocations with Respect to the Preferred Units.

(i)Items of gross income shall be allocated to each Preferred Partner until the cumulative allocations of items of gross income to each Preferred Partner pursuant to this Section 4.3(h)(i) equal the cumulative amount of Simulated Depletion allocated to each Preferred Partner pursuant to Section 4.3(j);

(ii)Consistent with Section 3.1(a), the Partnership shall be treated as making a guaranteed payment to each of the Institutional Investor and the Intrepid Investor within the meaning of Code Section 707 in an amount equal to the Institutional Investor’s and the Intrepid Investor’s respective share of the Sanchez Shares and Warrants Amount (as set forth on Schedule A hereto) and the resulting deductions shall be allocated to the Sanchez Investor.

(i) Regulatory Allocations. The allocations set forth in Sections 4.3(a)-(d) (the “Regulatory Allocations”) are intended to comply with certain requirements of Sections 1.704-1(b) and 1.704-2 of the Treasury Regulations. The Regulatory Allocations may not be consistent with the manner in which the Partners intend to allocate Profit and Loss of the Partnership or make the Partnership’s Distributions. Accordingly, notwithstanding the other provisions of this Article IV, but subject to the Regulatory Allocations, income, gain, deduction, and loss shall be reallocated among the Partners so as to eliminate the effect of the Regulatory Allocations and thereby cause the respective Capital Accounts of the Partners to be in the amounts (or as close thereto as possible) they would have been if Profit and Loss (and such other items of income, gain, deduction and loss) had been allocated without reference to the Regulatory Allocations. In general, the Partners anticipate that this will be accomplished by specially allocating other Profit and Loss (and such other items of income, gain, deduction and loss) among the Partners so that the net amount of the Regulatory Allocations and such special allocations to each such Partner is zero.

(j) Simulated Items. The Simulated Basis in each oil and gas property (as defined in Section 614 of the Code) shall be allocated among the Partners in accordance with the Partners’ Pro Rata Shares at the time of the acquisition of such property. Simulated Depletion, Simulated Gain, and Simulated Loss with respect to each oil and gas property (as defined in Section 614 of the Code) shall be allocated among the Partners

in proportion to the manner in which the Simulated Basis of such property is allocated among the Partners and the Partnership shall elect the cost method for purposes of calculating Simulated Depletion with respect to each oil and gas property.

4.4Offsetting Allocations. If, and to the extent that, any Partner is deemed to recognize any item of income, gain, deduction or loss as a result of any transaction between such Partner and the Partnership pursuant to Sections 83, 482, or 7872 of the Code or any similar provision now or hereafter in effect, the General Partner shall allocate any corresponding Profit or Loss to the other Partners of the Partnership.

4.5Tax Allocations.

(a) Allocations Generally. The income, gains, losses, deductions and credits of the Partnership will be allocated for federal, state and local income tax purposes among the Partners in accordance with the allocation of such income, gains, losses, deductions and credits among the Partners for computing their Capital Accounts; except that if any such allocation is not permitted by the Code or other applicable law, the Partnership’s subsequent income, gains, losses, deductions and credits will be allocated among the Partners so as to reflect as nearly as possible the allocation set forth herein in computing their Capital Accounts.

(b) Code Section 704(c) Allocations. Items of the Partnership’s taxable income, gain, loss and deduction with respect to any property contributed to the capital of the Partnership shall be allocated among the Partners in accordance with Code Section 704(c) so as to take account of any variation between the adjusted basis of such property to the Partnership for federal income tax purposes and its Book Value. In addition, if the Book Value of any of the Partnership’s asset is adjusted pursuant to the requirements of Treasury Regulation Section 1.704-l(b)(2)(iv)(e) or (f), then subsequent allocations of items of taxable income, gain, loss and deduction with respect to such asset shall take account of any variation between the adjusted basis of such asset for federal income tax purposes and its Book Value in the same manner as under Code Section 704(c). The General Partner shall determine all allocations pursuant to this Section 4.5(b).

(c) Allocation of Tax Credits, Tax Credit Recapture, Etc. Allocations of tax credits, tax credit recapture, and any items related thereto shall be allocated to the Partners according to their Interests in such items as determined by the General Partner taking into account the principles of Treasury Regulation Section 1.704-1(b)(4)(ii).

(d) Depletion.

(i)The deduction for depletion with respect to each separate oil and gas property (as defined in Section 614 of the Code) shall, in accordance with Section 613A(c)(7)(D) of the Code, be computed for federal income tax purposes separately by the Partners rather than the Partnership. Except as provided in Section 4.5(b), for purposes of such computation, the proportionate share of the adjusted tax basis of each oil and gas property shall be allocated among the Partners in accordance with the Partners’ Pro Rata Shares at the time of the acquisition of such property. Each Partner, with the assistance of the General Partner, shall separately keep records of its share of the adjusted tax basis in each separate oil and gas property, adjust such share of the adjusted tax basis for any cost or percentage depletion allowable with respect to such property and use such adjusted tax basis in the computation of its cost depletion or in the computation of its gain or loss on the disposition of such property by the Partnership. Upon the request of the General Partner, each Partner shall advise the General Partner of its adjusted tax basis in each separate oil and gas property and any depletion computed with respect thereto, both as computed in accordance with the provisions of this subsection. The General Partner may rely on such information and, if it is not provided by the Partner, may make such reasonable assumptions as it shall determine with

respect thereto. When reasonably requested by a Partner, the Partnership shall provide all available information needed by the Partner to comply with the record keeping requirements of this section.

(ii)Except as provided in Section 4.5(b), for the purposes of the separate computation of gain or loss by each Partner on the sale or disposition of each separate oil and gas property (as defined in Section 614 of the Code), the Partnership’s allocable share of the “amount realized” (as such term is defined in Section 1001(b) of the Code) from such sale or disposition shall be allocated for federal income tax purposes among the Partners as follows:

(A) first, to the extent such amount realized constitutes a recovery of the Simulated Basis of the property, to the Partners in the same percentages as the depletable basis of such property was allocated to the Partner pursuant to Section 4.5(d)(i); and

(B) second, the remainder of such amount realized, if any, to the Partners so that, to the maximum extent possible, the total amount realized allocated to each Partner under this Section 4.5 will equal such Partner’s share of the proceeds derived by the Partnership from such sale or disposition.

(iii)The Partnership will maintain the books and records regarding its properties, broken down by property and by Partner, and will prepare and provide to the Partners documentation and schedules, broken down by Partner, reasonably necessary and requested by any Partner so that the Partners can comply with their obligations under this Section 4.5(d).

(e) Effect of Allocations. Allocations pursuant to this Section 4.5 are solely for purposes of federal, state and local taxes and shall not affect any Partner’s Capital Account.

(f) General. For purposes of maintaining Capital Accounts and for allocations of Profits, Losses, and Distributions, any Unit holder shall be treated as a Partner.

4.6Withholding and Indemnification for Payments on Behalf of a Partner. The Partnership may withhold Distributions with respect to any Unit or portions thereof if it is required by applicable law to make any payment to a Governmental Authority that is specifically attributable to a Partner (as determined by the General Partner) with respect to Units held by such Person (including, without limitation, federal withholding taxes, state personal property taxes, state and local severance or extraction taxes, state unincorporated business taxes, and any taxes arising under Code Sections 6221 through 6241, as amended by the Bipartisan Budget Act of 2015, together with any guidance issued thereunder or successor provisions and any similar provision of state or local tax laws, and, in each case, any interest and penalties attributable thereto) and each such Partner hereby authorizes the Partnership to withhold from or pay on behalf of or with respect to such Partner any such payment that the General Partner determines that the Partnership is required to withhold or pay with respect to any amount distributable or allocable to such Partner with respect to Units held by such Person pursuant to this Agreement. Any amounts withheld pursuant to this Section 4.6 will be treated as having been distributed to such Partner. To the extent that the cumulative amount of such withholding for any period exceeds the Distributions to which such Partner is entitled for such period with respect to Units held by such Person, the Partnership will provide notice to such Partner and (i) such amount will be treated as having been distributed to such Partner as an advance against the next Distributions that would otherwise be made to such Partner with respect to Units held by such Person, and such amount shall be satisfied by offset from such next Distributions or (ii) if requested in writing by the General Partner, contributed by such Partner to the Partnership within fifteen (15) days of demand therefore. Any tax liability paid by the Partnership pursuant to the Bipartisan Budget Act of 2015 shall be allocated to the Partners in accordance with a determination of the Board. If a Partner fails to comply with its obligation to contribute to the Partnership pursuant to clause (ii) above, such Partner shall indemnify the Partnership in full for the entire

amount paid by the Partnership (including interest, penalties and related expenses). Each Partner will furnish the General Partner with such information as may reasonably be requested by the General Partner from time to time to determine whether withholding is required and the amount thereof, and each Partner will promptly notify the General Partner if such Partner determines at any time that it is subject to withholding. A Partner’s obligation to indemnify and make contributions to the Partnership under this Section 4.6 shall survive the termination, dissolution, liquidation, cancellation, and winding up of the Partnership, and for purposes of this Section 4.6, to the fullest extent permitted by applicable law, the Partnership shall be treated as continuing in existence. The Partnership may pursue and enforce all rights and remedies it may have against each Partner under this Section 4.6 if a Partner does not comply with the provisions in this Section 4.6, including instituting a lawsuit to collect such contribution and indemnification amounts required to be paid to the Partnership, with interest calculated at a rate equal to the lesser of the (i) Maximum Lawful Rate and (ii) the Prime Rate plus three percentage points per annum (but not in excess of the highest rate per annum permitted by applicable law), compounded on the last day of each Fiscal Quarter.

4.7Order of Redemptions. With respect to any redemption of Preferred Units contemplated under this Agreement, such redemption shall be effected first with respect to Preferred Units that were issued on the earliest issuance date as compared with all Preferred Units then outstanding.

Article V
MANAGEMENT

5.1Generally. The General Partner shall conduct, direct and exercise full control over all activities and operations of the Partnership. Except as otherwise expressly provided in this Agreement, all management powers over the business and affairs of the Partnership shall be exclusively vested in the General Partner, and no Limited Partner shall have any right of control or management power over the business and affairs of the Partnership. Decisions or actions taken by the General Partner in accordance with the provisions of this Agreement shall constitute decisions or actions by the Partnership and shall be binding on each Partner and employee, if any, of the Partnership. Any Person dealing with the Partnership, other than a Partner or a Partner’s Affiliate, may rely on the authority of the General Partner in taking any action in the name of the Partnership without inquiry into the provisions of this Agreement or compliance with it, regardless of whether that action actually is taken in accordance with the provisions of this Agreement. No Limited Partner in its capacity as a Limited Partner shall have any right or authority to take any action on behalf of the Partnership or to bind or commit the Partnership to any agreement, transaction or other arrangement with respect to third parties or otherwise or to hold itself out as an agent of the Partnership. Notwithstanding any contrary provisions in this Agreement, (a) in no event shall a Limited Partner be considered a general partner of the Partnership by agreement, estoppels, as a result of the performance of its duties or otherwise, and (b) the Limited Partners shall not be deemed to be participating in the control of the business of the Partnership within the meaning of the Act as a result of any actions taken by a Limited Partner hereunder. The General Partner shall comply with the terms of the GP LLC Agreement in managing the Partnership.

5.2Authority of the General Partner. Subject to Section 2.4, Section 5.1 and Section 5.9, the General Partner shall have the power, right and authority to take all actions which the General Partner deems necessary, useful or appropriate for the management and conduct of the Partnership’s business or to the accomplishment of the purposes of the Partnership.

5.3Appointment, Withdrawal and Removal of the General Partner.

(a) Withdrawal of the General Partner. The General Partner may not withdraw from the Partnership except as set forth in the next succeeding sentence. The General Partner shall be deemed to have withdrawn from the Partnership immediately following the occurrence of any of the following events (each, an

“Event of Withdrawal”): (i) if the General Partner Transfers all of its General Partner Interest in accordance with the terms of this Agreement, then upon the admission of the successor General Partner; and/or (ii) if the General Partner is removed in accordance with Section 5.3(b), then upon the admission of the successor General Partner. If an Event of Withdrawal occurs, the General Partner shall give written notice thereof to the Limited Partners within 30 days thereafter. Notwithstanding the foregoing or anything to the contrary herein, the General Partner shall not withdraw (including by Transfer of its Interests) without the prior written consent of the Credit Agreement Agent.

(b) Removal of the General Partner. The General Partner may be removed by the affirmative vote of the Common Partners holding a majority of the outstanding Common Units, voting together as a single class, and the affirmative vote of the Preferred Partners holding a majority of the outstanding Preferred Units, voting together as a single class. Any such action by the Common Partners and the Preferred Partners must also provide for the election of a successor General Partner immediately prior to such action by vote of the Common Partners holding a majority of the outstanding Common Units, voting together as a single class, and by vote of the Preferred Partners holding a majority of the outstanding Preferred Units, voting together as a single class, respectively. Notwithstanding the foregoing or anything to the contrary herein, the General Partner may not be removed without the prior written consent of the Credit Agreement Agent.

(c) Impact of Event of Withdrawal. Upon the occurrence of an Event of Withdrawal, the General Partner hereby waives any and all rights to any and all distributions, payments or other amounts which may otherwise be payable pursuant to Section 17-604 of the Delaware Act and agrees that all right, title and interest in and to such General Partner Interest held by the former General Partner shall immediately be fully vested in the successor General Partner appointed as set forth in Section 5.3(b) above.

5.4Discharge of Duties; Reliance on Reports. The General Partner may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, or other paper or document believed by such Person to be genuine and to have been signed or presented to the General Partner. The General Partner may consult with legal counsel, accountants, appraisers, management consultants, investment bankers and other consultants and advisers selected by it and any act taken or omitted in reliance upon the opinion, statement, report or information of such Persons as to matters that the General Partner reasonably believes to be within such Person’s professional or expert competence shall be conclusively presumed to have been done or omitted in good faith and in accordance with such opinion.

5.5Compensation and Reimbursements. The General Partner shall not receive from the Partnership any compensation for managing the affairs of the Partnership; provided that the General Partner shall be reimbursed by the Partnership for all out-of-pocket costs and expenses that the General Partner incurs or payments it makes on behalf of the Partnership.

5.6Outside Activities. The General Partner, for so long as it is the General Partner of the Partnership, shall not engage in any business or activity or incur any debts or liabilities except in connection with or incidental to its performance as general partner or managing member, if any, of one or more of the Partnership or any of its Subsidiaries.

5.7Information Rights. Each holder of Preferred Units shall have the right to receive all of the following information from the Partnership, and the Partnership shall, and shall cause each of its Subsidiaries to, provide to each such Person:

(a) as soon as available but, in any event within forty-five (45) days after the end of each of the first three Fiscal Quarters, unaudited consolidated statements of income and cash flows of the Partnership and

its Subsidiaries for such Fiscal Quarter and for the period from the beginning of the Fiscal Year to the end of such Fiscal Quarter, and unaudited consolidated balance sheets of the Partnership and its Subsidiaries as of the end of such Fiscal Quarter (collectively, the “Quarterly Statements”). All Quarterly Statements shall be prepared in accordance with GAAP (subject to the absence of footnote disclosures and to changes resulting from normal year-end adjustments for recurring accruals) and shall be accompanied by a reasonably detailed description of the business activities that took place during such Fiscal Quarter and a summary business plan for the Fiscal Quarter following such Fiscal Quarter;

(b) within sixty (60) days after the end of each Fiscal Year, audited consolidated statements of income and cash flows of the Partnership and its Subsidiaries for such Fiscal Year, and audited consolidated balance sheets of the Partnership and its Subsidiaries as of the end of such Fiscal Year (collectively, the “Annual Statements”). All Annual Statements shall be prepared in accordance with GAAP and shall be accompanied by (i) with respect to the consolidated portions of the Annual Statements, an opinion of an independent accounting firm of recognized national standing acceptable to the Board, (ii) a copy of such firm’s annual management letter to the Board or the governing board of directors or managers of any Subsidiary of the Partnership and (iii) a reasonably detailed description of the business activities that took place during such Fiscal Year and a summary business plan for the Fiscal Year following such Fiscal Year;

(c) promptly upon receipt or preparation thereof, but in any event within sixty (60) days after the end of each Fiscal Year, an annual petroleum engineer report prepared by an independent third-party petroleum engineer, including an ARES or similar database (the “Third Party Reserve Report”);

(d) promptly upon completion thereof, a petroleum engineer report prepared internally as a semi-annual update to the most recent Third Party Reserve Report, including an ARES or similar database;

(e) (i) not later than thirty (30) days prior to the end of each Fiscal Year, an annual operating and capital budget prepared on a monthly basis for the Partnership and its Subsidiaries for the following Fiscal Year, (ii) promptly upon completion thereof, any other significant budgets prepared by the Partnership or any of its Subsidiaries and any material revisions of such annual or other budgets and (iii) simultaneously with the delivery of any Annual Statements or Quarterly Statements, as applicable, a comparison of (A) such Annual Statements or Quarterly Statements to the annual budget or quarterly portion thereof for such Fiscal Year or Fiscal Quarter, as applicable, and (B) the Partnership’s and its Subsidiaries’ capital expenditures for such Fiscal Year or Fiscal Quarter to the corresponding annual budget or quarterly portion thereof, as applicable;

(f) promptly upon completion thereof, but in any event within forty-five (45) days after the end of each month, monthly operating and financial reports prepared by or on behalf of the Partnership;

(g) within sixty (60) days of the end of each Fiscal Quarter, monthly LOS statements;

(h) within forty-five (45) days of the end of each Fiscal Quarter, a list of wells drilled (including, but not limited to, spud date, completion date, authority for expenditures, actual capital expenditures, target formation, lateral lengths, completion design issues, location and first sales), and, if so requested, any seismic, logging and other technical information acquired by the Partnership;

(i) within sixty (60) days of the end of each Fiscal Year, a list of acreage held by the Partnership and the SN Maverick in the AMI, including, but not limited to, gross and net acres, any material information regarding leases and a listing of any lease expirations and continuous drilling obligations in the upcoming year;

(j) on November 30 and May 31 of each year, a semi-annual plan of the Partnership, including (i) a forecast for the next six (6) months that includes anticipated production, NYMEX prices, realized prices,

revenues, operating costs and capital expenditures, and (ii) a capital budget, including planned locations for new wells;

(k) promptly upon the reasonable request of any Preferred Partner, such other reports and information (in any form, electronic or otherwise) that are customarily provided to a holder of equity in a similar company, including information requested by a Preferred Partner to file tax returns and any other information reasonably requested by the Preferred Partners holding a majority of the Preferred Units;

(l) simultaneously with the initial delivery thereto, copies of material notices and reports and other material information provided by the Partnership to any of its or its Subsidiaries’ lenders;

(m) (A) copies of any notice provided by SN Maverick or Blackstone Newco under the Joint Development Agreement and access to any virtual or electronic data room provided to the working interest owners under the Joint Development Agreement, (B) copies of information and notices provided to UnSub or by UnSub under the Hydrocarbon Marketing Agreement, and (C) copies of information and notices provided to UnSub or by UnSub under the Sanchez Letter Agreement;

(n) five (5) Business Days’ advance notice prior to (i) the Partnership’s execution of any Material Contract or any amendment thereto accompanied by a copy of such proposed Material Contract or amendment or (ii) the Partnership’s entry into any contract, arrangement, transaction or series of transactions with an Affiliate of UnSub in excess of $10 million, including (A) a description of such transaction, agreement or contract accompanied by a copy of such contract or agreement and (B) a certification from a financial officer of UnSub that the transaction meets the criteria set forth in Section 5.7(b)(xiii) of the GP LLC Agreement; and

(o) within thirty (30) days of the end of each Fiscal Quarter, a report describing in reasonable detail sales of any Joint Properties (as defined in the GP LLC Agreement) by Sanchez Investor, or any of its Affiliates, since the Partnership’s inception.

5.8Enforcement of Affiliate Contracts. Each of the Partners agree that any term or condition of any arrangement, agreement or contract between the Partnership or any of its Subsidiaries, on the one hand, and any Affiliate of a Partner (excluding at any pertinent time, any Subsidiary of the Partnership), on the other hand, other than the APC/KM PSA, shall be exercised or enforced pursuant to Section 5.9 of the GP LLC Agreement by the Class A Member or Class B Member of the General Partner as set forth therein; provided, however, that any such exercise or enforcement shall not entitle such non-Affiliated Partner to vary any obligation of the Partnership or of such Affiliate under such arrangement, agreement or contract. The General Partner will provide to the non-Affiliated Partner copies of all formal notices or material correspondence under any of such arrangements, agreements or contracts at the same time as delivery to any counterparty under such arrangements, agreements or contracts. For clarity, the foregoing shall not permit the Class B Member to enforce the rights and obligations of the General Partner, the Partnership or any of its Subsidiaries under the Joint Development Agreement or any Operating Agreement to the extent that the term or condition of such arrangement, agreement or contract relates solely to a party that is not an Affiliate of a Partner or of the General Partner (provided, for the avoidance of doubt, the foregoing shall not limit the Class B Member, or its board member’s rights, under Section 5.7(a) and 5.7(b) of the GP LLC Agreement); provided, further that for clarity, the Class B Member shall be entitled to direct the exercise and enforcement by the General Partner, the Partnership or a Subsidiary of the Partnership under the Joint Development Agreement or any Operating Agreement to the extent that (i) the term or condition of such arrangement, agreement or contract relates to a party that is an Affiliate of a Partner or Affiliate of the Partnership and the Class B Member reasonably determines in good faith that there is a conflict of interest by the applicable member of the Sanchez Group in exercising or enforcing such term or condition or (ii) either the applicable member of the Sanchez Group or the Partnership is then in breach of the applicable arrangement, agreement or contract.

5.9Independent Director; Separateness Covenants.

(a) Notwithstanding anything to the contrary in this Agreement, at any time during which an Independent Director is required to be appointed to the Board, none of the General Partner, the Partnership or any officer or agent of the General Partner on behalf of the Partnership shall, without the consent of the entire Board, including the Independent Director, take any action that would result in a Bankruptcy Event (as defined in the GP LLC Agreement) of the Partnership; adopt a plan of liquidation of the Partnership; take any action to commence any suit, case, proceeding or other action under any existing or future Law of any jurisdiction relating to bankruptcy, insolvency, reorganization or relief of debtors seeking to have an order for relief entered with respect to the Partnership, or seeking to adjudicate the Partnership as bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to the Partnership; appoint a receiver, trustee, custodian or other similar official for Partnership, or for all or any material portion of the assets of the Partnership; or make a general assignment for the benefit of the creditors of the Partnership.

(b) The Partnership shall comply with, and the General Partner shall cause the Partnership to comply with, the covenants set forth in Section 5.13 of the GP LLC Agreement, which covenants are deemed incorporated by reference herein.

Article VI
RIGHTS AND OBLIGATIONS OF THE PARTNERS;
INDEMNIFICATION; CONFIDENTIALITY

6.1Limitation of Liability. Except as otherwise provided by the Delaware Act, the debts, obligations and liabilities of the Partnership, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Partnership, and no Limited Partner shall be obligated personally for any such debt, obligation or liability of the Partnership solely by reason of being a Limited Partner of the Partnership. Except as otherwise provided in this Agreement, a Limited Partner’s liability (in its capacity as a Limited Partner) for debts, liabilities and losses of the Partnership shall be limited to such Limited Partner’s Pro Rata Share of the Partnership’s assets.

6.2No Right of Partition. No Partner shall have the right to seek or obtain partition by court decree or operation of law of any of the Partnership’s property, or the right to own or use particular or individual assets of the Partnership.

6.3Indemnification.

(a) Generally. Subject to the obligation of a Partner to indemnify the Partnership in accordance with Section 4.6, the Partnership hereby agrees to indemnify and hold harmless any Person (each an “Indemnified Person”) to the fullest extent permitted under the Delaware Act, as the same now exists or may hereafter be amended, substituted or replaced (but, in the case of any such amendment, substitution or replacement, only to the extent that such amendment, substitution or replacement permits the Partnership to provide broader indemnification rights than the Partnership is providing immediately prior to such amendment, substitution or replacement), against all documented, out-of-pocket expenses, liabilities and losses (including attorneys’ fees, judgments, fines, excise taxes or penalties) reasonably incurred or suffered by such Person by reason of the fact that such Person (or any of its respective Affiliates, officers, directors, liquidators, partners, stockholders, managers, members or employees) is or was serving as a Partner, member, Director or officer of the Partnership or the General Partner, as applicable, or is or was serving at the request of the Partnership or the General Partner as a managing member, manager, officer, or director of a Subsidiary of the Partnership; provided, that (i) such Indemnified Person acted in good faith and in a manner such Indemnified Person believed to be in

or not opposed to the best interests of the Partnership and its Subsidiaries and (ii) with respect to any criminal action or proceeding, such Indemnified Person had no reasonable cause to believe his conduct was unlawful; and provided, further that, unless the General Partner (with the consent of the Investor Representative) otherwise determines, no Person shall be entitled to indemnification hereunder with respect to a proceeding (A) initiated by such Person or (B) between such Person, on the one hand, and any of the General Partner, the Partnership or its Subsidiaries on the other, in each case, other than a proceeding to enforce such Indemnified Person’s rights under this Section 6.3. Except for any proceeding described in clauses (A) or (B) of the preceding sentence (in each case, other than a proceeding to enforce an Indemnified Person’s rights under this Section 6.3), reasonable, documented out-of-pocket expenses (including attorneys’ fees and expenses) incurred by any Indemnified Person in defending a proceeding for which indemnification may be available under this Section 6.3 shall be paid by the Partnership or its Subsidiaries in advance of the final disposition of such proceeding upon receipt of an undertaking by or on behalf of such Indemnified Person to repay such amount if it shall ultimately be determined by a court of competent jurisdiction (which determination is not appealable or with respect to which the time for appeal therefrom has expired and no appeal has been perfected) that such Indemnified Person is not entitled to be indemnified by the Partnership or its Subsidiaries.

(b) Fund Indemnitors. The Partnership hereby acknowledges that certain Indemnified Persons have certain rights to indemnification, advancement of expenses or insurance provided by The Blackstone Group L.P. and certain of its Affiliates, GSO and certain of its Affiliates or Intrepid and certain of its Affiliates (collectively, the “Fund Indemnitors,” and the Indemnified Persons benefitting from such rights to indemnification, and other rights, from the Fund Indemnitors, the “Fund Indemnified Persons”). The Partnership hereby agrees (i) that it is the indemnitor of first resort (i.e., its obligations to the Fund Indemnified Persons are primary and any obligation of the Fund Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by the Fund Indemnified Persons are secondary), (ii) that it shall be required to advance the full amount of expenses incurred by an applicable Fund Indemnified Person and shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement to the extent legally permitted and as required by the terms of this Agreement, without regard to any rights any Fund Indemnified Person may have against the Fund Indemnitors, and (iii) that it irrevocably waives, relinquishes and releases the Fund Indemnitors from any and all claims against the Fund Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. The Partnership further agrees that no advancement or payment by the Fund Indemnitors on behalf of any Fund Indemnified Person with respect to any claim for which a Fund Indemnified Person has sought indemnification from the Partnership shall affect the foregoing and the Fund Indemnitors shall have a right of contribution or be subrogated to the extent of such advancement or payment to all of the rights of recovery of a Fund Indemnified Person against the Partnership. The Partnership acknowledges and agrees, notwithstanding anything herein to the contrary, that the Fund Indemnitors are express third party beneficiaries of the terms of this Section 6.3(b).

(c) Nonexclusivity of Rights. The right to indemnification and the advancement of expenses conferred in this Section 6.3 shall not be exclusive of any other right which any Person may have or hereafter acquire under any statute, agreement, law, decision of the General Partner or otherwise.

(d) Insurance. The General Partner, on behalf of the Partnership, may maintain insurance, at the Partnership’s expense, to protect any Indemnified Person against any expense, liability or loss described in Section 6.3(a), whether or not the Partnership would have the power to indemnify such Indemnified Person against such expense, liability or loss under the provisions of this Section 6.3.

(e) Limitation. Notwithstanding anything contained in this Agreement to the contrary (including in this Section 6.3), any indemnity by the Partnership relating to the matters covered in this Section 6.3 shall be provided out of and to the extent of the Partnership’s assets only, and no Limited Partner (unless such Limited Partner otherwise agrees in writing or is found in a final decision by a court of competent jurisdiction to

have personal liability on account thereof) shall have personal liability on account thereof to help satisfy such indemnity by the Partnership (except as expressly provided herein).

(f) Indemnification of Employees and Agents. The Partnership may, to the extent authorized from time to time by the General Partner, provide rights to indemnification and the advancement of expenses to employees and agents of the Partnership or its Subsidiaries similar to those conferred in this Article VI.

(g) Savings Clause. If this Section 6.3 or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Partnership shall nevertheless indemnify and hold harmless each Indemnified Person pursuant to this Section 6.3 to the fullest extent permitted by any applicable portion of this Section 6.3 that shall not have been invalidated and to the fullest extent permitted by applicable law.

6.4Actions by the Partners. There shall be no required meetings of the Partners. For situations, if any, in which the consent or approval of the Partners (or any subset of the Partners) is expressly required by this Agreement or by applicable law, the Partners may act through written consents, executed by the Partners whose consent or approval is so required.

6.5Corporate Opportunities; Conflicts of Interest; Related Matters.

(a) Corporate Opportunities and Conflicts of Interest.

(i)Notwithstanding anything in this Agreement to the contrary, the Partnership and each of the Partners acknowledges and agrees that certain of (x) the Institutional Investor’s Affiliates (which, solely for purposes of this Section 6.5(a), shall include The Blackstone Group L.P. and all private equity funds, portfolio companies, parallel investment entities, and alternative investment entities owned, managed, or Controlled by The Blackstone Group L.P. and GSO and its Affiliates and any fund or account managed, advised or subadvised by GSO and its Affiliates) and (y) the Intrepid Investor’s Affiliates (I) have made, prior to the date hereof, and are expected to make, on and after the date hereof, investments (by way of capital contributions, loans or otherwise), and (II) have engaged, prior to the date hereof, and are expected to engage, on and after the date hereof, in other transactions with and with respect to, in each case, Persons engaged in businesses that directly or indirectly compete with the business of the Partnership and its Subsidiaries as conducted from time to time. The Partnership and the Partners agree that, subject only to the limitations provided in clause (ii) below, any involvement, engagement or participation of the Institutional Investor and its Affiliates (including any Director designated to the Board by the Institutional Investor), on the one hand, or the Intrepid Investor and its Affiliates, on the other hand, in such investments, transactions and businesses, even if competitive with the Partnership or its Subsidiaries, shall not be deemed wrongful or improper or to violate any duty express or implied under applicable law or this Agreement and shall not be deemed a conflict of interest. For the purposes of clarity, neither the Institutional Investor nor the Intrepid Investor shall be deemed to violate this Section 6.5 if it or an Affiliate of it shall invest in a fund or other entity, regardless of whether the Institutional Investor or the Intrepid Investor, as applicable, Controls such fund or entity that makes an investment that directly or indirectly competes with the Partnership or its Subsidiaries.

(ii)Each of the Partnership, the General Partner and the Sanchez Investor (on behalf of itself and its respective Affiliates) hereby renounces any co-participation right, expectancy and any other rights (including information rights) with respect to any business opportunity in which the Institutional Investor or the Intrepid Investor participates or desires or seeks to participate that either (x) is not within the purposes of the Partnership as set forth in Section 2.4 or (y) is within

such purposes of the Partnership but is not a business opportunity that (i) the Partnership or the General Partner presents to a Director solely in such individual’s capacity as a Director or (ii) is identified to the Director solely through the disclosure of information by or on behalf of the Partnership or the General Partner to the Director (each business opportunity other than those referred to in clauses (x), (y)(i) or (y)(ii) are referred to as a “Renounced Business Opportunity”); for clarity, each of GSO and its Affiliates and the Intrepid Investor and its Affiliates can pursue other opportunities in the AMI. Neither (a) the Institutional Investor nor any Director appointed by the Institutional Investor to the Board nor any Affiliate of any of the foregoing nor (b) the Intrepid Investor or any of its Affiliates shall have any obligation to communicate or offer any Renounced Business Opportunity to the Partnership or the Sanchez Investor, and any of Institutional Investor or its Affiliates or the Intrepid Investor or its Affiliates may pursue for itself or direct, sell, assign or transfer to a Person other than the Partnership any Renounced Business Opportunity, and any such action shall not be deemed a conflict of interest, a breach of this Agreement, or a breach of any duty. Notwithstanding anything to the contrary in this Agreement, any business opportunity that is within the purpose of the Partnership (as set forth in Section 2.4) and which is presented to the Institutional Investor or the Intrepid Investor solely by the Partnership or the General Partner (as distinguished from opportunities presented by multiple Persons), will not be pursued by the Institutional Investor or by GSO, on the one hand, or the Intrepid Investor or its Affiliates, on the other hand unless otherwise agreed to in writing by the Sanchez Investor.

(iii)Each of the Partnership and the Partners hereby agrees that any claims against, actions, rights to sue, other remedies or other recourse to or against the Institutional Investor or any of its Affiliates (including any Director appointed by the Institutional Investor), on the one hand, or the Intrepid Investor or any of its Affiliates, on the other hand, for or in connection with any such investment activity or other transaction activity or other matters made in compliance with Section 6.5(a)(i) or 6.5(a)(ii), or activities related to any of the foregoing, whether arising in common law or equity or created by rule of law, statute, constitution, contract (including this Agreement) or otherwise, are expressly released and waived by the Partnership and each Partner, in each case to the fullest extent permitted by applicable law; provided, however, that the foregoing shall not release any claims for actual fraud, willful misconduct, or a breach of this Agreement.

(iv)Notwithstanding anything in this Agreement to the contrary, each of the Partnership and the Partners acknowledges and agrees that, each of (x) the Institutional Investor and its Affiliates (including any Director appointed by the Institutional Investor) and (y) the Intrepid Investor or any of its Affiliates, on the other hand, have obtained, prior to the date hereof, and are expected to obtain, on and after the date hereof, confidential information from other companies in connection with the activities and transactions described in this Section 6.5 or otherwise. The Partnership and each of the Partners hereby agree that (x) none of (I) the Institutional Investor or any of its Affiliates (including any Director appointed by the Institutional Investor), on the one hand, or (II) the Intrepid Investor or its Affiliates, on the other hand, has any obligation to use in connection with the business, operations, management or other activities of the Partnership or to furnish to the Partnership, its Subsidiaries or any Partner any such confidential information, and (y) any claims against, actions, rights to sue, other remedies or other recourse to or against the Institutional Investor or any of its Affiliates (including any Director appointed by the Institutional Investor), or the Intrepid Investor or any of its Affiliates, as the case may be, for or in connection with any such failure to use or to furnish such confidential information, whether arising in common law or equity or created by rule of law, statute, constitution, contract (including this Agreement) or otherwise, are expressly released and waived by each of the Partnership and the Partners to the fullest extent permitted by applicable law.

(v)Notwithstanding anything in this Agreement to the contrary, (x) the Partnership and each of the Partners acknowledge and agree that as of the Effective Date, SN Maverick, an Affiliate of Sanchez Parent, and Blackstone Newco purchased from Anadarko Petroleum Corporation and Kerr McGee Oil and Gas Onshore LP certain oil, gas and mineral interests in the AMI, in connection therewith entered into the Joint Development Agreement and related Operating Agreements and on and after the Effective Date, Sanchez Investor’s Affiliates (including Sanchez Parent and its Subsidiaries) will engage in oil and gas activities in the AMI related to such assets and agreements including, but not limited to, acquiring oil and gas assets, drilling and completing wells, producing oil and gas, gathering, processing, transporting and marketing oil and gas (the “Additional Sanchez Activities”) and the Additional Sanchez Activities may directly or indirectly compete with the business of the General Partner, the Partnership and any other Subsidiary of the General Partner or Partnership as conducted from time to time and (y) except as set forth in the Joint Development Agreement, the Sanchez Letter Agreement or Section 5.11 of the GP LLC Agreement, none of the Preferred Partners shall be entitled to and each Preferred Partner hereby renounces any co-participation right in any business opportunities pursued by SN Maverick and its Affiliates (other than the Company, the Partnership or any of its Subsidiaries).

(b) Liability Limitation. The Partnership and the Partners (in their own names and in the name and on behalf of the Partnership) hereby:

(i)agree that (x) the terms of this Section 6.5 to the extent that they modify, limit or eliminate a duty (including any fiduciary duty) or other obligation, if any, that any Partner may have to the Partnership or another Partner under the Delaware Act or other applicable law, rule or regulation, are reasonable in form, scope and content; and (y) the terms of this Section 6.5(b) shall control to the fullest extent possible if it is in conflict with a duty (including any fiduciary duty), if any, that a Partner may have to the Partnership or another Partner, the Delaware Act or any other applicable law, rule or regulation;

(ii)waive any duty (including any fiduciary duty) or other obligation, if any, that a Partner may have to the Partnership or another Partner, pursuant to the Delaware Act or any other applicable law, rule or regulation, to the extent necessary to give effect to the terms of this Section 6.5; and

(iii)acknowledge, affirm and agree that the execution and delivery of this Agreement by each Partner is of material benefit to the Partnership and the other Partners, and each such Partner would not be willing to (x) execute and deliver this Agreement, and (y) enter into the transactions contemplated by the Securities Purchase Agreement, in each case, without the benefit of this Section 6.5, including the liability limitation set forth in this Section 6.5(b).

(c) Duties. The Partners expressly intend, acknowledge and agree that the provisions of this Agreement, including those in this Article VI, shall govern the rights, duties and obligations of the Partners and shall supplant entirely any fiduciary duties of a Partner stated or implied by applicable law or equity which might otherwise apply. Neither the General Partner nor any other Partner shall be liable to the Partnership or to any other Partner for breach of any duty (including fiduciary duties) if such Partner relied in good faith on the provisions of this Agreement. Whenever in this Agreement, Partner is permitted or required to make a decision in its discretion or under a grant of similar authority or latitude, the Partner may do so in its and their sole discretion and shall be entitled to consider only such interests and factors as they desire, including their own interests, and shall, to the maximum extent permitted by applicable law, have no duty (including fiduciary duties) or obligation to give any consideration to any interest of or factors affecting any Partner, the Partnership or any other Person. In accordance with Section 17‑1101(d) of the Delaware Act, the Partners hereby acknowledge and agree that the

provisions of this Agreement, including the provisions of this Section 6.5(c), to the extent they restrict or eliminate the duties (including fiduciary duties) and liabilities relating thereto otherwise existing at law or in equity, to the maximum extent not prohibited by applicable law, replace completely and absolutely such other duties (including fiduciary duties) and liabilities relating thereto and further acknowledge and agree that the provisions of this Section 6.5(c) are fundamental elements to the parties’ willingness to enter into this Agreement and without such provisions the parties hereto would not have entered into this Agreement. For the avoidance of doubt, nothing in this Agreement shall limit the liability of any Partner to any other Partner for breach of this Agreement.

6.6Confidentiality. Each Partner recognizes and acknowledges that it has received and may in the future receive certain confidential and proprietary information and trade secrets of the Partnership and its Subsidiaries and the Partners (including their respective predecessors) (the “Confidential Information”). Except as otherwise consented to by the Partnership in writing, each Partner agrees that it will not, during or after the term of this Agreement, whether directly or indirectly through an Affiliate or otherwise, use any Confidential Information for any purposes other than in connection with its investment in the Partnership or disclose any Confidential Information for any reason or purpose whatsoever, except for disclosures: (i) to authorized directors, managers, officers, representatives, agents and employees of such Partner or its Affiliates (other than portfolio companies of the Institutional Investor), the Partnership or its Subsidiaries and as otherwise may be proper in the course of performing such Partner’s obligations, or enforcing such Partner’s rights, under this Agreement and the agreements expressly contemplated hereby, provided, that each such Person is informed of the confidential nature of such Confidential Information, agrees to hold such Confidential Information confidential and that the disclosing Partner remains liable for any breach of this provision by such Persons; (ii) made to the limited partners, owners, co-investors, and prospective investors in funds managed, advised or sub-advised by (x) the Institutional Investor or its Affiliates or (y) the Intrepid Investor or its Affiliates, as the case may be; provided that if such limited partners, owners, co-investors, and prospective investors are receiving Confidential Information (other than with respect to high-level summary information regarding the Partnership’s operations (e.g., total production volumes, total revenues, etc.)), such receiving Person shall be subject to confidentiality obligations to (x) the Institutional Investor or its Affiliates or (y) the Intrepid Investor or its Affiliates, as the case may be; (iii) to any bona fide prospective purchaser of the equity or assets of the Partnership or its Affiliates or the Units held by such Partner, to prospective financing sources, or a prospective merger partner of such Partner, the Partnership or any of their respective Affiliates and, except in connection with transactions under Section 14.3 and except as may be precluded by contractual restrictions or disclosure, following prior written notice of such disclosure to the Partnership, provided, that such purchaser, financing sources, or merger partner agrees in writing to be bound by the provisions of this Section 6.6 or other confidentiality agreement that includes confidentiality and use provisions at least as restrictive as the provisions herein; (iv) to attorneys, accountants and other professionals of such Partner or its Affiliates; and (v) as is required to be disclosed by order of a court of competent jurisdiction, administrative body or governmental body, or by subpoena, summons or legal process, or by law, rule or regulation or in connection with any disclosure to regulatory or Governmental Authority that regulates the Institutional Investor, provided, that the Partner shall provide to the Partnership prompt notice of any such requirement to enable the Partnership to seek an appropriate protective order or confidential treatment (except no such opportunity shall be afforded in the case of any law, rule or regulation or a routine audit or examination by, or a blanket document request from, a governmental or regulatory entity that does not reference the Partnership or this Agreement or if notifying the Partnership in advance of such disclosure is prohibited by applicable law) and shall disclose only that portion of such Confidential Information so required to be disclosed and (vi) by Sanchez Parent in connection with any publicly filed reports to the extent (A) relating to the Partnership’s or any of its Subsidiaries’ operations and assets and (B) the disclosure of such information is required by applicable law or regulation to be included therein. For purposes of this Section 6.6, the term “Confidential Information” shall not include any information which (x) a Person learns from a source other than the Partnership or its Subsidiaries, or any of their respective representatives, employees, agents or other service providers (y) is disclosed to the public or is available in the public domain or (z) was in a Person’s possession prior to disclosure hereunder; provided such information is not known by such Person to be subject to an obligation of confidentiality owed to

the other Partners. Furthermore, the Partners understand that Partners and their representatives who have access to the Confidential Information may retain mental impressions of some aspects of the Confidential Information and the Partners agree that neither the Partners nor any of their representatives shall have any liability hereunder for use of such mental impressions in evaluating other business opportunities, except as otherwise expressly provided in this Agreement or any ancillary agreement thereto.

6.7Hedging. Within sixty (60) days after the Effective Date, the Partnership shall have entered into Hedging Arrangements with Approved Counterparties with respect to at least eighty percent (80.0%) of its reasonably estimated projected crude oil and natural gas production (calculated separately with respect to natural gas and crude oil) (excluding natural gas liquids) from the oil and gas properties of the Partnership that constitute Proved Developed Producing Reserves for the three-year period following the Effective Date (the “Minimum Hedging Threshold”). Commencing the sixtieth (60th) day after the Effective Date and thereafter, unless otherwise agreed to by the Institutional Investor, the Partnership shall maintain Hedging Arrangements with Approved Counterparties with respect to at least fifty percent (50%) of its reasonably estimated projected crude oil and natural gas production (calculated separately with respect to natural gas and crude oil) (excluding natural gas liquids) from the oil and gas properties of the Partnership that constitute Proved Developed Producing Reserves (determined as of the last day of each Fiscal Quarter) for the two-year period following the last day of each Fiscal Quarter. Unless approved in writing by the Institutional Investor, Hedging Arrangements entered into by the Partnership or any of its Subsidiaries shall consist of either (i) fixed price swaps executed at then prevailing NYMEX prices with no upfront payment or receipt of proceeds, (ii) costless collars (with no upfront payment or receipt of proceeds) with a floor price not less than eighty-five percent (85%) of the then-prevailing NYMEX prices, or (iii) put options with a floor price as may be mutually agreed by the Institutional Investor and the Sanchez Investor.

Article VII
BOOKS, RECORDS, ACCOUNTING AND REPORTS; INSPECTION

7.1Records and Accounting. The General Partner shall keep, or cause to be kept, appropriate books and records with respect to the Partnership’s business, including all books and records necessary to provide any information, lists and copies of documents required to be provided pursuant to Section 7.2 or pursuant to applicable laws. All matters concerning (i) the determination of the relative amount of allocations and distributions among the Partners pursuant to Articles III and IV not specifically and expressly provided for by the terms of this Agreement, and (ii) accounting procedures and determinations, and other determinations not specifically and expressly provided for by the terms of this Agreement, shall be determined by the General Partner, which determination shall be final and conclusive as to all of the Partners absent manifest clerical error. Each Partner shall have the same right to inspect the books and records of the Partnership upon five (5) days’ written notice and shall have all rights that a shareholder of a Delaware corporation has to inspect and the books and records of a Delaware corporation in which such shareholder owns capital stock. In addition, the Investor Representative shall be entitled to cause the books and records of the Partnership to be audited by an independent third party; provided, however, that any such audit shall be conducted during the normal business hours of the Partnership, shall not substantially interfere with the operations of the Partnership and shall not cause the Partnership or any of the Directors, officers or employees of the General Partner to take any actions other than those reasonably necessary to facilitate such audit; provided further, that in the event any material noncompliance with GAAP or the Partnership’s stated accounting policies and procedures are discovered during any such audit or if such audit uncovers an underpayment to the Preferred Partners or uncovers any other breach of this Agreement, then the Partnership shall reimburse the Preferred Partners that requested such audit for all reasonable, documented out-of-pocket costs incurred by such Preferred Partners as a result of such audit. The audit rights contemplated by the immediately preceding sentence shall not be exercisable more than once per year.

7.2Reports.

(a) The Partnership shall cause to be delivered to each Partner, within seventy-five (75) days after the end of each Fiscal Year, an annual report containing a statement of changes, if any, in the Partner’s equity and the Partner’s Capital Account balance for such Fiscal Year, if any.

(b) The Partnership shall cause to be delivered, within seventy-five (75) days after the end of each Fiscal Year, to each Person who was a Partner at any time during such Fiscal Year all information necessary for the preparation of such Person’s United States federal and state income tax returns.

(c) The Partnership shall use commercially reasonable efforts to deliver or cause to be delivered, within seventy-five (75) days after the end of each Fiscal Year, all information requested by a Partner in order for such Partner to complete its unrelated business taxable income and FIRPTA tax filings, if any.

(d) The Partnership shall use commercially reasonable efforts to deliver or cause to be delivered to each Partner, within sixty (60) days after the end of each Fiscal Year, estimates of each of the items in clauses (a)-(c) immediately above to the extent such items have not then been delivered.

7.3Transmission of Communications. Each Person that owns or Controls Units on behalf of, or for the benefit of, another Person or Persons shall be responsible for conveying any report, notice or other communication received from the Partnership to such other Person or Persons.

Article VIII
TAX MATTERS

8.1Preparation of Tax Returns. The Partnership shall cause to be prepared and timely filed all necessary federal, state and local tax returns for the Partnership. The General Partner shall cause the Partnership to make the elections described in Section 8.2 (to the extent applicable). The Partnership shall provide each Partner with (i) drafts of all income tax returns it is required to prepare at least thirty (30) days prior to the submission of such tax returns to the applicable Governmental Authority and shall incorporate all reasonable written comments into such tax returns, (ii) drafts of estimated annual K-1s no later than sixty (60) days after the end of the applicable taxable year that provide detailed information reasonably required by Partners for federal, state and local income tax reporting purposes including any information requested by a Partner in order for such Partner to complete its unrelated business taxable income and FIRPTA filings, if any, (iii) final annual K-1s no later than seventy-five (75) days after the end of the applicable tax year that provide detailed information reasonably required by Partners for federal, state and local income tax reporting purposes, including information requested by a Partner in order for such Partner to complete its unrelated business taxable income and FIRPTA filings, if any, and (iv) information reasonably requested by the Partners to allow them to calculate their federal and state quarterly estimated tax payments for the second, third and fourth quarter of the applicable taxable year no later than ten (10) days prior to the due date of the applicable federal quarterly estimated tax payment. The Partnership shall prepare or cause to be prepared all federal, state and local tax returns of the Partnership on a timely basis and shall furnish to each Partner copies of all tax returns of the Partnership that are actually filed promptly after their filing. Notwithstanding any of the foregoing to the contrary, the Partnership may delegate its responsibilities under this Section 8.1 to any Person that the General Partner determines is qualified to assume such responsibilities.

8.2Tax Elections. The Taxable Year shall be the Fiscal Year unless the General Partner shall determine otherwise. Except as provided in this Section 8.2, the General Partner shall determine whether to make or revoke any available election pursuant to the Code other than the election to be treated as a partnership for federal income tax purposes. If a Distribution of Partnership property as described in Section 734 of the Code occurs or if a transfer of an “Interest,” as described in Section 743 of the Code, occurs, on request by notice from the transferring Partner (if a transfer) or any Partner (if a Distribution), the Partnership will elect, pursuant to Section 754 of the

Code, to adjust the basis of Partnership properties. Each Partner will upon request supply any information necessary to give proper effect to any elections made by the Partnership.

8.3Tax Controversies.

(a) For any Taxable Year beginning before January 1, 2018, the Sanchez Investor shall be the Tax Matters Partner (subject to replacement by the General Partner) and, as such, shall be authorized and required to represent the Partnership (at the Partnership’s expense) in connection with all examinations of the Partnership’s affairs by tax authorities, including resulting administrative and judicial proceedings, and to expend the Partnership’s funds for professional services reasonably incurred in connection therewith. Each Partner agrees to cooperate with the Partnership and to do or refrain from doing any or all things reasonably requested by the Partnership with respect to the conduct of such proceedings. The Tax Matters Partner shall not (a) settle any tax controversy, (b) file a petition in respect of a tax controversy (e.g., pursuant to Section 6226 of the Code), (c) agree to extend the statute of limitations period of the Partnership in respect of any Taxes (e.g., pursuant to Section 6229(b) of the Code), (d) intervene in any action as contemplated in Code Section 6226(b)(6), or (e) file any request contemplated in Code Section 6227, in each case, without first receiving approval from the Board.

(b) For any Taxable Year beginning on or after January 1, 2018, the Sanchez Investor shall be the “partnership representative” (subject to replacement by the General Partner) as that term is defined in Code Section 6223(a), as added by the Bipartisan Budget Act of 2015 (the “Partnership Representative”), and each Partner shall take all actions necessary to cause such Person to be so designated in accordance with any procedures prescribed therefor. The Partnership Representative shall inform the General Partner of all significant matters that may come to his, her or its attention in his, her or its capacity as Partnership Representative by giving notice thereof within 30 days after becoming aware thereof and, within that time, shall forward to each other Partner copies of all significant written communications he, she or it may receive in that capacity. Any Person who is designated as Partnership Representative may not take any action contemplated by Code Sections 6222 through 6232 without the consent of the General Partner, and may not in any case take any action left to the determination of an individual Partner under Code Sections 6222 through 6231. If an audit results in an imputed underpayment by the Partnership as determined under Code Section 6225, the Partnership Representative, with approval of the Board, may make the election under Code Section 6226(a) within forty-five (45) days after the date of the notice of final partnership adjustment in the manner provided by the Internal Revenue Service. If such an election is made, the Partnership shall furnish to each Partner for the year under audit a statement reflecting the Partner’s share of the adjusted items as determined in the notice of final partnership adjustment, and each such Partner shall take such adjustments into account as required under Code Section 6226(b) and shall be liable for any related interest, penalty, addition to tax or additional amount.

8.4Unitary/Combined Tax Reporting.

(a) In the event the Partnership does not file its own tax report for any state tax purposes, but instead is part of an affiliated group engaged in a unitary business which files a combined group report (a “Unitary/Combined Tax Report”), the methodology set forth in this Section 8.4 shall be used to determine the amount of reimbursement due to the applicable Partner (the “Combined Reporting Partner”) as a result of having to include the Partnership in the Unitary/Combined Tax Report of such Partner (or an Affiliate of such Partner). Any Partner that is not a Combined Reporting Partner shall be referred to as a “Reimbursing Partner.”

(b) For each privilege or taxable period, the Combined Reporting Partner will compute (i) such Combined Reporting Partner’s actual unitary tax liability (“Actual Unitary Tax Liability”), (ii) such Combined Reporting Partner’s hypothetical unitary state tax liability excluding any tax liability arising from such Combined Reporting Partner’s ownership of the Partnership (“Stand-Alone Tax Liability”), and (iii) difference between the Actual Unitary Tax Liability and the Stand-Alone Tax Liability (“Resulting Tax Liability”). The

Actual Unitary Tax Liability, Stand-Alone Tax Liability, and Resulting Tax Liability (along with any supporting workpapers) will be provided to the Reimbursing Partner for review at least thirty (30) days prior to the due date (including extensions) of the Unitary/Combined Tax Report of the Combined Reporting Partner (or its Affiliate) related to the applicable period. The Reimbursing Partner shall have ten (10) days to review the Resulting Tax Liability and provide any comments to the Combined Reporting Partner. If the Partners cannot agree on the Resulting Tax Liability, the Partners shall engage a national accounting firm to determine the Resulting Tax Liability. Subject to Section 8.4(d), the determination of the national accounting firm shall be considered final and binding on the Partners as the Resulting Tax Liability for purposes of determining reimbursement under this Section 8.4. All costs associated with the national accounting firm shall be borne by the Partners on a pro rata basis.

(c) Within five (5) Business Days of any tax payment (including estimated tax payments) by the Combined Reporting Partner (or its Affiliate) with respect to a Unitary/Combined Tax Report, the Partnership shall reimburse the Combined Reporting Partner in an amount equal to the Resulting Tax Liability.

(d) In the event of any tax audit adjustments impacting the calculation of the Resulting Tax Liability for any privilege or taxable period, the Resulting Tax Liability for any such period shall be redetermined by the Combined Reporting Partner and any prior reimbursement under Section 8.4(c) shall be adjusted consistent with such redetermination (the “Adjusted Resulting Tax Liability”). The Adjusted Resulting Tax Liability (along with any supporting workpapers) will be provided to the Reimbursing Partner for review within thirty (30) days following the final settlement of the applicable audit. The Reimbursing Partner shall have ten (10) days to review the Adjusted Resulting Tax Liability and provide any comments to the Combined Reporting Partner. If the Partners cannot agree on the Adjusted Resulting Tax Liability, the Partners shall engage a national accounting firm to determine the Adjusted Resulting Tax Liability. The determination of the national accounting firm shall be considered final and binding on the Partners as the Adjusted Resulting Tax Liability for purposes of determining any reimbursement adjustments under this Section 8.4(d). All costs associated with the national accounting firm shall be borne by the Partners on a pro rata basis. Any payments due by the Partnership to the Combined Reporting Partner (or vice-versa) as a result of the determination of the Adjusted Resulting Tax Liability shall be made within thirty (30) days following the final determination of the Adjusted Resulting Tax Liability.

Article IX
TRANSFER OF UNITS

9.1Transfer Restrictions.

(a) General Transfer Restrictions. No Partner shall Transfer any interest in any Units except in accordance with this Article IX. The Sanchez Investor shall not Transfer any interest in any Common Units in a single transaction or series of related transactions without the prior written consent of the Institutional Investor, other than to Permitted Transferees (provided, that in the case of a Transfer of Units to a Permitted Transferee that is not already a party hereto, such Permitted Transferee agrees in writing to be bound by this Agreement). None of the Institutional Investor, the Intrepid Investor or any other Preferred Partner shall Transfer (other than to a Permitted Transferee) any interest in any Preferred Units in a single transaction or series of related transactions without (i) in the case of a Transfer by the Intrepid Investor prior to the second anniversary of the Effective Date, the prior written consent of the Institutional Investor and (ii) in the case of all other Transfers, the prior written consent of the Sanchez Investor (which such consent shall not be unreasonably withheld, conditioned or delayed), except that prior to the occurrence of an Investor Redemption Event the Sanchez Investor may withhold its consent in its sole discretion to any proposed transfer as a result of which the Institutional Investor and its Permitted Transferees would own less than fifty percent (50%) of the then-outstanding Preferred Units; provided, however, that (i) during the period that commences upon the occurrence of an Investor Redemption Event and

ends when the event giving rise to the Investor Redemption Event has been cured, any of the Institutional Investor and any of its Permitted Transferees or the Intrepid Investor and any of its Permitted Transferees may Transfer any interest in any Preferred Units without the consent of the non-transferring Partners (including the Sanchez Investor) or the General Partner, and (ii) any sale(s) and transfer(s) by the Intrepid Investor and its Permitted Transferee(s), if any, to the Institutional Investor pursuant to Section 3.1(c)(i) shall not require the prior approval of the Sanchez Investor. Subject to Section 14.3, any Transfers by a Limited Partner, other than to Permitted Transferees and except as set forth in the immediately preceding sentence, shall require the prior approval of the non-transferring Partners, provided that (A) the Institutional Investor or any of its Permitted Transferees may Transfer any Preferred Units if such Transfer has been approved by the Sanchez Investor even if not approved by any other non-transferring Partners and (B) the Sanchez Investor or any of its Permitted Transferees may Transfer any Common Units if such Transfer has been approved by the Institutional Investor even if not approved by any other non-transferring Partners.

(b) Prohibited Transfers. Notwithstanding anything to the contrary in this Article IX, no Transfer of Units shall be permitted if such Transfer would violate any other provision of this Agreement. Any Transfer of Units in violation of this Agreement or applicable law shall be void ab initio, and the General Partner has the power to rescind such Transfer.

9.2Effect of Transfer.

(a) Termination of Rights. Any Partner who shall Transfer any Units or other Interest in the Partnership shall cease to be a Partner with respect to such Units or other Interest and shall no longer have any rights or privileges of a Partner with respect to such Units or other Interest. For the avoidance of doubt, this Section 9.2(a) shall in no way affect the rights or privileges of a Partner with respect to any Units or other Interests still held by such Partner.

(b) Deemed Agreement. Any Person who acquires in any manner whatsoever any Units or other interest in the Partnership, irrespective of whether such Person has accepted and adopted in writing the terms and provisions of this Agreement, shall be deemed by the acceptance of the benefits of the acquisition thereof to have agreed to be subject to and bound by all of the terms and conditions of this Agreement to which any predecessor in such Units or other interest in the Partnership was subject to or by which such predecessor was bound.

9.3Additional Restrictions on Transfer.

(a) Execution of Counterpart. Each Transferee of Units or other Interests who is not already a Partner that has previously signed this Agreement or a joinder to this Agreement shall, as a condition prior to such Transfer, execute and deliver to the Partnership a joinder or counterpart to this Agreement in form and substance acceptable to the General Partner pursuant to which such Transferee shall agree to be bound by the provisions of this Agreement.

(b) Notice. In connection with the Transfer of any Unit or other Interest, the holder of such Unit or Interest will deliver written notice to the Partnership describing in reasonable detail the Transfer or proposed Transfer.

(c) No Avoidance of Provisions. No Partner shall engage in any action that could facilitate the Transfer of all or any portion of the direct or indirect equity or beneficial interest in such Partner by any Person (whether through Transfers or issuances of equity, assignments by operation of law by merger or consolidation of such holder into another entity or dissolution or liquidation of such Partner) with the intent to avoid the provisions of this Agreement.

(d) Code Section 7704 Safe Harbor. In order to permit the Partnership to qualify for the benefit of a “safe harbor” under Code Section 7704, notwithstanding anything to the contrary in this Agreement, no Transfer of any Unit or economic interest shall be permitted or recognized by the Partnership or the General Partner (within the meaning of Treasury Regulation Section 1.7704-1(d)) if and to the extent that such Transfer would cause the Partnership to have more than 100 partners (within the meaning of Treasury Regulation Section 1.7704-1(h), including the look-through rule in Treasury Regulation Section 1.7704-1(h)(3)).

9.4Legend. If Certificated Units are issued, such Certificated Units will bear the following legend:

“THE UNITS REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON [_______], HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER APPLICABLE STATE SECURITIES LAWS (“STATE ACTS”) AND MAY NOT BE SOLD, ASSIGNED, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR STATE ACTS OR AN EXEMPTION FROM REGISTRATION THEREUNDER. THE TRANSFER OF THE UNITS REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE CONDITIONS SPECIFIED IN THE AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP, AS AMENDED, MODIFIED OR RESTATED FROM TIME TO TIME, OF SN EF UNSUB, LP (THE “PARTNERSHIP”), BY AND AMONG THE PARTNERSHIP AND CERTAIN INVESTORS, A COPY OF WHICH SHALL BE FURNISHED BY THE PARTNERSHIP UPON WRITTEN REQUEST AND WITHOUT CHARGE.”

9.5Disposition Transaction. In connection with any Disposition Transaction approved by the General Partner in accordance with the terms of Section 5.7 of the GP LLC Agreement (including by any consolidation, conversion, merger or other business combination involving the Partnership in which Equity Securities are exchanged for or converted into cash, securities of a corporation or other business organization or other property, and any sale of all or substantially all of the assets of the Partnership), (i) none of the Partners, the Partnership or any of its Subsidiaries shall enter into any definitive documentation relating to such Disposition Transaction unless the Partnership has delivered to the Preferred Partners a written undertaking that expressly provides that upon or prior to the closing of such Disposition Transaction, an amount of cash equal to the Base Preferred Return Amount shall be paid in respect of each Preferred Unit in redemption or liquidation of all outstanding Preferred Units, (ii) no Preferred Partner shall be obligated to be subject to any non-competition, non-solicitation, or similar restrictive covenants that may be binding on GSO or any of its Affiliates in connection with any Disposition Transaction and (iii) upon the consummation of any Disposition Transaction, the Partnership shall have paid or shall concurrently pay an amount of cash equal to the Base Preferred Return Amount with respect to each Preferred Unit in redemption in full or liquidation of all outstanding Preferred Units. No Disposition Transaction may be consummated if the redemption of the outstanding Preferred Units contemplated by the immediately preceding sentence is not consummated in accordance with the terms hereof.

9.6Expenses and Transfer Fees. The Transferor and Transferee of any Units or other interest in the Partnership shall be jointly and severally obligated to reimburse the Partnership for all reasonable out-of-pocket expenses (including attorneys’ fees and expenses) incurred by the Partnership for any Transfer or proposed Transfer, regardless of whether consummated. In addition, after the Effective Date and prior to the occurrence of an Investor Redemption Event, the Partnership shall reimburse the Institutional Investor and its Affiliates for all documented reasonable out-of-pocket third party expenses incurred by any such holder (i) in responding to any request for approval or monitoring its rights hereunder, or in connection with amending this Agreement, in an amount not to exceed, collectively, $175,000 in any Fiscal Year in the aggregate unless otherwise approved by the Board. After the occurrence of an Investor Redemption Event, the Partnership shall reimburse the holders of Preferred Units for all reasonable out-of-pocket expenses incurred by any such holder in its capacity as a Preferred

Partner that are paid to any unaffiliated third parties (e.g., payments to third party reserve engineers and other third party consultants); provided, that the Partnership shall not be required to pay monitoring or management fees or expenses to GSO or its Affiliates that are not reimbursements for payments to unaffiliated third parties.

9.7Void Transfers. Any Transfer by any Partner of any Units or other interest in the Partnership in contravention of this Agreement or which would cause the Partnership to not be treated as a partnership for United States federal income tax purposes shall be void and ineffectual and shall not bind or be recognized by the Partnership or any other party, and no purported assignee thereof shall have any right to any Profits, Losses or Distributions of the Partnership.

Article X
ADMISSION OF PARTNERS

10.1Substituted Partners. In connection with the Transfer of Units of a Partner permitted under the terms of this Agreement, the Transferee shall become a Partner (each such Partner, a “Substituted Partner”) on the later of (i) the effective date of such Transfer and (ii) to the extent such approval is required pursuant to the terms hereof, the date on which the General Partner and the Sanchez Investor or the Institutional Investor, as applicable, and, if required, any other non-Transferring Partner(s) approves such Transferee as a Substituted Partner, and such admission shall be shown on the books and records of the Partnership; provided, however, in connection with the Transfer of Units of a Partner to a Permitted Transferee permitted under the terms of this Agreement, such Permitted Transferee shall become a Substituted Partner on the effective date of such Transfer.

10.2Additional Partners. A Person may be admitted to the Partnership as an additional Partner (each an “Additional Partner”) only upon furnishing to the Partnership (i) a letter of acceptance, in form satisfactory to the General Partner, of all the terms and conditions of this Agreement, and (ii) such other documents or instruments as may be deemed necessary or appropriate by the General Partner to effect such Person’s admission as a Partner. Such admission shall become effective on the date on which the General Partner determines that such conditions have been satisfied, upon any approval by the Partners required hereby and when any such admission is shown on the books and records of the Partnership.

Article XI
WITHDRAWAL AND RESIGNATION OF PARTNERS

11.1Withdrawal and Resignation of Partners. No Partner shall have the power or right to resign or otherwise withdraw from the Partnership prior to the dissolution and winding up of the Partnership pursuant to Article XII, except as otherwise expressly permitted by this Agreement (e.g., upon the redemption of all Units held by a Person as provided in this Agreement). Upon a Transfer of all of a Partner’s Units in a Transfer permitted by this Agreement, such Partner shall cease to be a Partner. Notwithstanding that payment on account of a resignation or other withdrawal may be made after the effective time of such resignation or other withdrawal, any completely resigning or otherwise withdrawing Partner will not be considered a Partner for any purpose after the effective time of such complete resignation or other withdrawal.

Article XII
DISSOLUTION AND LIQUIDATION

12.1Dissolution. The Partnership shall not be dissolved by the admission of Additional Partners or Substituted Partners. The Partnership shall dissolve, and its affairs shall be wound up upon the first of the following to occur:

(a) the election of the General Partner to dissolve and wind up the Partnership subject to Section 5.9 of this Agreement and Sections 5.7(a)(xxiv), 5.7(b)(vi) and 5.7(c) of the GP LLC Agreement;

(b) a reasonable period of time (as determined by the General Partner, taking into account, among other matters, the need to determine, pay or discharge, or make adequate provision for the payment or discharge of, contingent liabilities) after a Disposition Transaction;

(d) the occurrence of any other event causing dissolution of the Partnership under the Delaware Act.

Except as otherwise set forth in this Article XII, the Partnership is intended to have perpetual existence. The death, retirement, resignation, expulsion, bankruptcy or dissolution of a Partner, or the occurrence of any other event that terminates the continued partnership of a Partner in the Partnership, shall not, in and of itself, cause a dissolution of the Partnership.

12.2Liquidation and Termination. On the dissolution of the Partnership, the General Partner shall act as liquidator or may appoint one or more representatives, Partners or other Persons as liquidator(s), and any such liquidator shall constitute a “liquidating trustee” within the meaning of the Delaware Act. The liquidator(s) shall proceed diligently to wind up the affairs of the Partnership and make final Distributions as provided herein and in the Delaware Act. The costs of liquidation shall be borne as a Partnership expense. Until final Distribution, the liquidator(s) shall continue to operate the Partnership’s properties with all of the power and authority of the General Partner with respect to the asset(s) it is liquidating. The steps to be accomplished by the liquidator(s) are as follows:

(a) The liquidator(s) shall pay, satisfy or discharge from the Partnership’s funds and assets all of the debts, liabilities and obligations of the Partnership (including all expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereof (including the establishment of a cash fund for contingent, conditional or unmatured contractual liabilities in such amount and for such term as the liquidator(s) may reasonably determine in accordance with the Delaware Act).

(b) As promptly as practicable after dissolution, the liquidator(s) shall (i) determine the Fair Market Value (the “Liquidation FMV”) of the Partnership’s remaining assets (the “Liquidation Assets”) in accordance with Article XIII, (ii) sell the remaining properties and other assets of the Partnership for cash as promptly as is practical while using reasonable best efforts to obtain the best price therefore; provided, however, with the consent of the Investor Representative, the liquidator may retain properties for Distribution in kind, and (iii) deliver to each Partner a statement (the “Liquidation Statement”) setting forth the Liquidation FMV and each Partner’s Capital Account balance (determined in accordance with this Section 12.2(b)), which Liquidation Statement shall be final and binding on all Partners unless (i) a Partner or Partners holding at least twenty five percent (25%) of all outstanding Units or (ii) the Investor Representative, in each case, delivers a written objection setting forth the grounds for such objection in reasonable detail within thirty (30) days after the delivery of the Liquidation Statement to the liquidators and each Partner that such Liquidation Statement was not prepared in accordance with this Section 12.2(b), it being understood that no such Partner shall object to such Liquidation Statement other than on the grounds that it was not prepared in accordance with this Section 12.2(b). Notwithstanding anything to the contrary in this Agreement, in the year in which the Partnership dissolves and winds up pursuant to Article XII and all subsequent years up to and including the year in which the Partnership’s existence terminates, all items of income, gain, loss and deduction of the Partnership, including Simulated Gain, Simulated Loss and Simulated Depletion, shall be allocated among the Partners in a manner reasonably determined by the liquidator(s) as shall cause to the nearest extent possible the Capital Account of each Partner to equal the amount that would be distributed to such Partner pursuant to Section 4.1(d)(i)-(iv).

(c) Subject to Sections 5.7(b) and 5.7(c) of the GP LLC Agreement, after satisfying all the Partnership’s liabilities and obligations pursuant to Section 12.2(a), the liquidator(s) shall promptly distribute the Partnership’s Liquidation Assets to the Partners in accordance with, and to the extent of, the positive balances in the Partners’ Capital Accounts, as determined after taking all Capital Account adjustments (other than those made by reason of Distributions pursuant to this Section 12.2(c)) for the taxable period of the Partnership during which the liquidation of the Partnership occurs (with such date of occurrence being determined pursuant to Treasury Regulation Section 1.704-1(b)(2)(ii)(g)), and such Distribution shall be made by the end of such taxable period (or, if later, within ninety (90) days after said date of such occurrence). If property is distributed in kind, the Partner receiving the property shall be deemed for purposes of this Section 12.2(c) to have received cash equal to the Fair Market Value of such property. The Distribution of cash and/or property to a Partner in accordance with the provisions of this Section 12.2 constitutes a complete return to the Partner of its Capital Contributions and a complete Distribution to the Partner of its interest in the Partnership and all the Partnership’s property and constitutes a compromise to which all Partners have consented within the meaning of the Delaware Act. To the extent that a Partner returns funds to the Partnership, it has no claim against any other Partner for those funds.

12.3Securityholders Agreement. To the extent that units or other Equity Securities of any Subsidiary are distributed to any Partners, each Partner hereby agrees to enter into a securityholders agreement with such Subsidiary and each other Partner which contains rights and restrictions in form and substance similar to the provisions and restrictions set forth herein.

12.4Cancellation of Certificate. On completion of the Distribution of the Partnership’s assets as provided herein, the General Partner (or such other Person or Persons as the Delaware Act may require or permit) shall file a certificate of cancellation with the Secretary of State of the State of Delaware, cancel any other filings made pursuant to this Agreement that are or should be canceled and take such other actions as may be necessary to terminate the Partnership. The Partnership shall be deemed to continue in existence for all purposes of this Agreement until the effectiveness of the certificate of cancellation is filed with the Secretary of State of the State of Delaware pursuant to this Section 12.4.

12.5Reasonable Time for Winding Up. A reasonable time shall be allowed for the orderly winding up of the business and affairs of the Partnership and the liquidation of its assets pursuant to Section 12.2 in order to minimize any losses otherwise attendant upon such winding up.

12.6Return of Capital. The liquidator(s) shall not be personally liable for the return of Capital Contributions or any portion thereof to the Partners (it being understood that any such return shall be made solely from the Partnership’s assets).

12.7Hart-Scott-Rodino. If the HSR Act is applicable to any Partner, the dissolution of the Partnership shall not be consummated until such time as the applicable waiting period (and extensions thereof) under the HSR Act have expired or otherwise been terminated with respect to each such Partner.

Article XIII
VALUATION

13.1Valuation of Units. The “Fair Market Value” of each Unit shall be the fair value of each such Unit determined in good faith by the Board based on the portion of the Total Equity Value to which each such Unit would be entitled as of the date of valuation; provided, however, for the purposes of clarity, any valuation of the “Fair Market Value” of each Unit shall be consistent with the priorities and preferences contemplated in Section 4.1(d).

13.2Valuation of Securities. The “Fair Market Value” of any other securities shall mean the fair value thereof as of the date of valuation as determined by the Board in good faith on the basis of an orderly sale to a

willing, unaffiliated buyer in an arm’s-length transaction, taking into account all relevant factors determinative of value (giving effect to any transfer taxes payable or discounts in connection with such sale).

13.3Valuation of Other Assets. The “Fair Market Value” of all other non-cash assets shall mean the fair value for such assets as between a willing buyer and a willing seller in an arm’s-length transaction occurring on the date of valuation as determined by the Board, taking into account all relevant factors determinative of value (giving effect to any transfer taxes payable or discounts in connection with such sale).

13.4Objection Procedure. If any Partner objects to the Board’s determination of Fair Market Value, the Board and such Partners shall submit such objection to a mutually acceptable independent valuation firm to determine the Fair Market Value of the applicable assets; provided, however, that none of the Intrepid Investor or any of its Permitted Transferees shall have the right to object to the Board’s determination of Fair Market Value. The Partnership shall bear the costs of such independent valuation firm if the independent valuation firm determines the Fair Market Value to be more than ten percent (10%) higher than the Board’s determination of Fair Market Value; otherwise, the Partner shall bear the costs of such independent valuation firm.

Article XIV
REDEMPTION AND EXIT PROVISIONS

14.1Optional Redemption of Preferred Units at Election of the Partnership. The Partnership may, from time to time, redeem from the Preferred Partners such number of Preferred Units as the Partnership may elect (such Redeemed Preferred Units, the “Redeemed Preferred Units”) on the terms contemplated by this Section 14.1. The price payable with respect to each Redeemed Preferred Unit shall be an amount equal to the Base Preferred Return Amount with respect to each applicable Redeemed Preferred Unit (whether the same is deemed to be a redemption or payment in liquidation for tax purposes) and shall be paid in cash by wire transfer of immediately available funds to an account designated in writing by the applicable Preferred Partners; provided that, if mutually agreed upon by Sanchez Parent, the indirect owner of Sanchez Investor, and the Institutional Investor, all or a portion of the Preferred Units being redeemed shall be redeemed in exchange for the debt or equity securities of Sanchez Parent. Any election by the Partnership to redeem Preferred Units as provided in this Section 14.1 shall be made by written notice delivered to each Preferred Partner not less than two (2) Business Days before the date on which the Partnership proposes to effect such redemption or liquidation (such notice, an “Elective Redemption Notice”). Each Elective Redemption Notice shall specify (i) the aggregate number of Redeemed Preferred Units to be redeemed or liquidated with respect to such Elective Redemption Notice (which shall in no event be less than five thousand (5,000) Preferred Units), (ii) the number of such Redeemed Preferred Units to be redeemed from each Preferred Partner, and (iii) the cash purchase price payable in respect of each Redeemed Preferred Unit and a reasonably detailed calculation thereof, including a calculation evidencing that such payment shall equal the Base Preferred Return Amount. If the Redeemed Preferred Units constitutes less than all of the then-outstanding Preferred Units, then the number of Preferred Units to be redeemed from each of the Preferred Partners will be equal to the product (rounded to the nearest whole number) of (i) the number of Redeemed Preferred Units and (ii) the quotient derived by dividing (A) the number of Preferred Units held by such Preferred Partner by (B) all Preferred Units issued then and outstanding. For the purposes of clarity, it is acknowledged and agreed that the price payable with respect to each Redeemed Preferred Unit (whether the same is deemed to be a redemption or payment in liquidation for tax purposes) shall be an amount equal to the Base Preferred Return Amount; accordingly, the failure of any Preferred Partner to object to the purchase price reflected in the Elective Redemption Notice or the acceptance of any funds tendered to such Preferred Partner that are less than the Base Preferred Return Amount shall not derogate from such Preferred Partner’s right to receive cash equal to the Base Preferred Return Amount (whether the same is deemed to be a redemption or payment in liquidation for tax purposes) with respect to each Redeemed Preferred Unit. If the Partnership fails to deliver an amount of cash equal to the Base Preferred Return Amount, then such number of Redeemed Preferred Units with a value equal to the difference between the aggregate Base Preferred Return Amount required to be paid in respect

of all Redeemed Preferred Units and the actual payment shall remain outstanding and held of record by the applicable Preferred Partner(s). With respect to any redemption or liquidation of a Preferred Unit under this Section 14.1, it is understood and agreed that the amount paid in respect of such redemption or liquidation of a Preferred Unit shall be applied first to the amount by which the Preference Accrual exceeds the Unreturned Capital in respect of each Preferred Unit until such excess has been reduced to zero, then to the amount by which the Base Preferred Return Amount exceeds the Unreturned Capital with respect to such Preferred Unit until such excess has been reduced to zero, then to the Unreturned Capital with respect to such Preferred Unit.

14.2Optional Redemption of Preferred Units at Election of Required Preferred Holders. At any time after the seventh anniversary of the Effective Date or upon a Change of Control, if so requested by the Required Preferred Holders, the Partnership shall redeem all of the issued and outstanding Preferred Units owned by all holders of Preferred Units by paying an amount of cash equal to the Base Preferred Return Amount with respect to each outstanding Preferred Unit in redemption or liquidation of all outstanding Preferred Units (the “Final Cash Redemption Amount”). In order to exercise such right, the Investor Representative, upon request of the Required Preferred Holders, shall deliver a notice (a “Redemption Request Notice”) to the General Partner setting forth the request that all of the issued and outstanding Preferred Units be so redeemed. The redemption price contemplated by the first sentence of this Section 14.2 shall be paid in cash, by wire transfer of immediately available funds, to an account designated in writing by the Investor Representative, such payment to be made within five (5) Business Days of the delivery of the Redemption Request Notice.

14.3Exit Transactions.

(a) If (i) a Redemption Non-Payment shall have occurred, shall not have been cured within fifteen (15) Business Days thereof and shall be continuing; (ii) after the first anniversary of the Effective Date, the Partnership shall have failed to pay the Quarterly Distribution Amount in cash to the Preferred Units in any two quarters, regardless of whether consecutive, and such failure is continuing, (iii) the Class A Member shall have caused the General Partner, the Partnership or any Subsidiary thereof to take any action that requires Special Approval without first obtaining such Special Approval; provided that such failure has not been cured by the Class A Member within the earlier of (A) thirty (30) days following receipt of written notice of such failure from the Class B Member and (B) thirty (30) days after any Officer (as defined in the GP LLC Agreement) becomes aware of such failure; provided, further, that such cure period shall not apply if the Class A Member has caused the General Partner or the Partnership or any Subsidiary thereof to take any action that requires Special Approval pursuant the following Sections of to the GP LLC Agreement: 5.7(b)(ii) (provided that such failure relates to an aggregate amount of Indebtedness that is greater than $10.0 million), 5.7(b)(iii), 5.7(b)(iv) (with respect to the acquisition of any assets outside the Core Area (as such term is defined in the Joint Development Agreement) of the AMI), 5.7(b)(v), 5.7(b)(vi), 5.7(b)(ix) (provided that such failure relates to a sale of business or assets at a price that is greater than $5.0 million), 5.7(b)(x), 5.7(b)(xi) (provided that such failure represents a variance from the hedging plan established in compliance with Section 6.7 of greater than five percent (5%) of volumes or relates to derivative transactions other than those permitted to be entered into pursuant to Section 6.7), 5.7(b)(xv), 5.7(b)(xvi), 5.7(b)(xvii), 5.7(b)(xviii), 5.7(b)(xix), 5.7(b)(xx), 5.7(b)(xxi), 5.7(b)(xxii), 5.7(b)(xxvii) or 5.7(b)(xxix) in connection with the foregoing; (iv) Sanchez Parent suffers (A) a Specified Event of Default (as such term is defined in the Joint Development Agreement) under a Specified Credit Agreement (as such term is defined in the Joint Development Agreement) and such Specified Event of Default is continuing or (B) an event of default under the Indenture or other agreement governing any Indebtedness for borrowed money of Sanchez Parent or any of its Subsidiaries (other than the Partnership and its Subsidiaries) in an amount greater than $50.0 million and such event of default has caused the repayment of such Indebtedness to have been accelerated; or (v) Sanchez Maverick (or any successor operator under the Joint Development Agreement that is an Affiliate of Sanchez Parent) becomes a Defaulting Operator (as such term is defined in the Joint Development Agreement) and as such has been removed as Operator (as such term is defined in the Joint Development Agreement) or Sanchez Maverick (or any successor operator under the Joint Development Agreement that is an Affiliate of

Sanchez Parent) has resigned as Operator at any such time as an Operator Default Event (as such term is defined in the Joint Development Agreement) exists such that such operator can then be removed as a Defaulting Operator pursuant to the Joint Development Agreement (any event in clauses (i), (ii), (iii), (iv) or (v) of this Section 14.3, an “Investor Redemption Event”), then, in each such case, the Investor Representative shall be entitled to cause (and each of the other Preferred Partners, the Common Partner(s) and the General Partner agree to facilitate, as reasonably requested by the Investor Representative):

(A) a consolidation or merger of the Partnership or any of its Subsidiaries with or into any other business entity or other corporate reorganization;

(B) a sale of all or any portion of the outstanding Units held by the Partners; or

(C) a transaction in which all or substantially all of the assets of the Partnership or any Subsidiary thereof are sold, leased or otherwise disposed of.

(each of the transactions described in Sections 14.3(a)(A), 14.3(a)(B), and 14.3(a)(C) above are referred to herein as an “Exit Transaction”); provided that, solely with respect to an Investor Redemption Event described in Section 14.3(a)(ii) (i.e. resulting from the Partnership’s failure to pay the Quarterly Distribution Amount in cash to the Preferred Units in any two quarters (regardless of whether consecutive) and such failure is continuing), the Investor Representative shall only be permitted to cause the Partnership to enter into a definitive agreement for an Exit Transaction after three months following the date upon which such Investor Redemption Event in Section 14.3(a)(ii) occurred.

(b) If the Investor Representative elects to pursue an Exit Transaction: each of the Partners agrees that (i) following good faith consultation with the General Partner, the Investor Representative may exclusively identify, negotiate, structure and otherwise pursue the Exit Transaction, which Exit Transaction may be structured and accomplished as determined by the Investor Representative in its sole discretion, whether as a merger, consolidation, sale of all or any portion of the Units, corporate reorganization, sale of assets or otherwise; and (ii) the Exit Transaction shall be effected on the terms and conditions negotiated by the Investor Representative, including any terms imposing on the Partners obligations with respect to reasonable and customary indemnities, escrows, holdbacks or other contingent obligations that are applicable to all Partners equally. In connection with any Exit Transaction, each of the Common Partners and Preferred Partners shall, if requested by the Investor Representative, waive any dissenters’ rights, appraisal rights or similar rights which such Common Partner or Preferred Partner may have in connection therewith; provided, however, that the Investor Representative shall use its reasonable good faith efforts to maximize the Exit Transaction Consideration payable to the holders of Common Units. In addition, the General Partner and the Partnership shall, and the Partnership shall cause its Subsidiaries to, take such action as the Investor Representative may reasonably request in connection with any proposed Exit Transaction, including engaging an investment banker or other advisor in connection with such Exit Transaction, providing such financial and operational information as the Investor Representative may request and causing employees and other representatives of the Partnership and its Subsidiaries to cooperate (including by participating in management presentations, preparing marketing materials and making diligence materials available in an electronic data room) with the Investor Representative in any marketing process in connection with any proposed Exit Transaction. Notwithstanding anything to the contrary herein or in the GP LLC Agreement, the Class A Units of the General Partner and the general partnership interest in the Partnership may only be sold for nominal consideration and the holders of the Class A Units shall not be entitled to receive any consideration in any such Exit Transaction in excess of the Capital Contributions (as defined in the GP LLC Agreement) made by such members to the General Partner as of the Effective Date (as defined in the GP LLC Agreement).

(c) If the Investor Representative elects to pursue an Exit Transaction, then the Sanchez Investor shall use its commercially reasonable efforts to obtain as promptly as practicable: (i) the consents or amendments required under the applicable contracts and leases to which the Sanchez Investor or any of its Affiliates is a party that would be necessary to transfer the assets or properties of the General Partner, any of its Subsidiaries, or of the Partnership or any of its Subsidiaries (including Sanchez Parent and its Affiliates’ approval of such transfer under the Joint Development Agreement or any Operating Agreement); and (ii) the consents or amendments to, or the direct assignment of, any purchase, marketing, transportation, storage, processing or sales contract; provided that the Sanchez Investor and its Affiliates shall not be required to expend any amounts in connection with the foregoing unless such expenditures will be reimbursed by the Partnership or any of its Subsidiaries or the potential acquirer in an Exit Transaction, in each case upon the consummation of such Exit Transaction; provided further, that the Sanchez Investor and its Affiliates shall have no liability pursuant to the immediately precedent clause (ii) of this Section 14.3(c) if a Governmental Authority or Blackstone Newco prevents the Sanchez Investor or its Affiliates from providing such consents, amendments or assignments.

(d) In addition, the Sanchez Investor and its Affiliates shall use their commercially reasonable efforts in order to provide any potential acquirer in an Exit Transaction with reasonable access upon at least five (5) days’ notice to all reasonably necessary information and properties to permit it to perform due diligence with respect to the proposed Exit Transaction, including access to permits, contracts and infrastructure associated with the properties, but only to the extent that such access is requested prior to the closing of such Exit Transaction; provided, that, if so requested by the Sanchez Investor or its Affiliates, such potential acquirer may be required to enter into customary access agreements prior to being provided with such access.

(e) The Investor Representative shall regularly consult and cooperate with the Board with respect to the status of the sale process for such Exit Transaction; provided, however, that the Board and Common Partners shall have no consent, voting or appraisal rights with respect to the final terms of an Exit Transaction and shall have no right to object to an Exit Transaction that is completed in a manner consistent with this Section 14.3.

(f) At least fifteen (15) Business Days prior to consummating an Exit Transaction, the Investor Representative shall deliver to each of the Partners written notice that shall state (i) that the Exit Transaction has been structured in a manner that complies with this Section 14.3, (ii) the amount and form of consideration to be received by the Partnership or its Partners in the Exit Transaction (“Exit Transaction Consideration”) and (iii) all other material terms and conditions of the Exit Transaction (including the identity of the purchaser) and current drafts of the definitive documents related thereto.

(g) Each Partner hereby makes, constitutes and appoints the Investor Representative, with full power of substitution and re-substitution, its true and lawful attorney, for it and in its name, place and stead and for its use and benefit, to act as its proxy in respect of any vote or approval of Partners required to give effect to this Section 14.3, including any vote or approval required under Section 17-211 of the Delaware Act and any waiver contemplated by Section 14.3(b). The proxy granted pursuant to this Section 14.3(g) is a proxy coupled with an interest and is irrevocable.

(h) Each of the Common Partners and Preferred Partners required to participate in an Exit Transaction (collectively, the “Participating Sellers”), whether in its capacity as a Participating Seller, Partner or otherwise, and the Partnership, its Subsidiaries and the General Partner shall take or cause to be taken all such actions as may be reasonably necessary or desirable in order expeditiously to consummate such Exit Transaction and any related transactions, including (i) making reasonable and customary representations and warranties, (ii) executing, acknowledging and delivering consents, assignments, waivers and other documents or instruments, (iii) furnishing information and copies of documents, (iv) filing applications, reports, returns, filings and other documents or instruments with Governmental Authorities and (v) otherwise using reasonable best efforts to fully

cooperate with the Investor Representative. Without limiting the generality of the foregoing, each Participating Seller agrees to execute and deliver such agreements as may be reasonably specified by the Investor Representative to which all Participating Sellers will also be party, including agreements to (x) make reasonable and customary individual representations, warranties, covenants and other agreements as to the unencumbered title to its Common Units and the power, authority and legal right to Transfer such Common Units, (y) provide other reasonable and customary representations, warranties and indemnities, provided that any indemnification for representations and warranties regarding the Partnership and its assets and operations shall be limited to any escrow of proceeds that is established in connection with the Exit Transaction or be limited to the proceeds actually received by the Participating Sellers in the Exit Transaction, and (z) be severally (on a pro rata basis in proportion to the related Exit Transaction Consideration received by each of the Partners) liable (whether by purchase price adjustment, escrows, holdbacks, indemnity payments, contingent obligations or otherwise) in respect of representations, warranties, covenants and agreements in respect of the Partnership and its Subsidiaries; provided, however, that (i) any escrow of proceeds of any such transaction shall be withheld on a pro rata basis among all Participating Sellers (in proportion to the relative Exit Transaction Consideration received by each Partner) (ii) no Common Partner or Preferred Partner shall be liable for any amount in excess of its pro rata share of any indemnification obligations (based on Exit Transaction Consideration) in excess of any amounts placed in escrow and (iii) no Common Partner or Preferred Partner shall be obligated to be subject to any non-competition, non-solicitation or similar restrictive covenants that may be binding on GSO or any of its Affiliates in connection with any Exit Transaction.

(i) The closing of an Exit Transaction shall take place at such time and place as the Investor Representative shall specify by notice to each Participating Seller no later than five (5) Business Days prior to the closing of such Exit Transaction. At the closing of an Exit Transaction, each Participating Seller shall deliver any documentation evidencing the Units to be sold (if any) by such Participating Seller and the assignment thereof, free and clear of any Liens, against delivery of the applicable consideration.

(j) In connection with any Exit Transaction, the Participating Sellers shall receive the Exit Transaction Consideration in accordance with the order of priority specified in Section 4.1(d), after deduction of the proportionate share of (A) the reasonable, documented, third-party out-of-pocket expenses associated with such sale or Exit Transaction, including the reasonable, documented out-of-pocket legal fees of the Partnership, its Subsidiaries, the Investor Representative and each Participating Seller, and reasonable, documented out-of-pocket brokers fees and other commissions and any other expenses incurred by the Investor Representative in connection with such Exit Transaction, (B) amounts paid into escrow or held back, in the reasonable determination of the Investor Representative, for indemnification or post-closing expenses and (C) amounts subject to post-closing purchase price adjustments; provided, however, that upon the determination of such purchase price adjustments, indemnification or post-closing expenses and upon release of any such escrow or hold back, as applicable, the remaining amount of the Exit Transaction Consideration, if any, shall be distributed to the Participating Sellers so that the total amount distributed is in accordance with the order or priority specified in Section 4.1(d).

(k) Subject to the last sentence of Section 14.3(b), the consideration to be paid to each Partner in an Exit Transaction shall be calculated by treating such Exit Transaction as a liquidation of the Partnership in which all of the assets of the Partnership (including goodwill) were sold in exchange for the Exit Transaction Consideration (including any deemed assumption of liabilities), as the case may be, and the proceeds of that sale, together with the Profits, Losses, items of income, gain, loss and deduction, and distributions were applied, allocated and distributed in accordance with the principles and priorities set forth in Section 4.1(d).

(l) No action may be taken under this Section 14.3(l) if such action would result in the breach of any Senior Debt Agreement, Replacement Credit Agreement or any other agreement related to material Indebtedness of the Partnership or its Subsidiaries; provided, however, that the Partnership and the Partners shall

use their commercially reasonable efforts to obtain a waiver of any such breach or otherwise amend or cause to be amended the terms of any such agreement in a manner which permits such actions; and provided further, however, that this Section 14.3(l) shall not apply if the proceeds from any Exit Transaction are sufficient to, and are used to, pay in full any outstanding borrowing under any such applicable agreements.

(m) Notwithstanding anything to the contrary provided herein, if an Investor Redemption Event has occurred and given rise to the Preferred Partner’s rights under this Section 14.3 and (i) has been cured by the Partnership prior to the earlier of (A) one hundred eighty (180) days following the first occurrence of such Investor Redemption Event and (B) the execution of a bona fide binding definitive purchase agreement with a bona fide purchaser or (ii) all Preferred Units have been redeemed in full for an amount of cash equal to the Base Preferred Return Amount per Preferred Unit prior to the execution of a bona fide binding definitive purchase agreement with a bona fide purchaser, then the provisions of this Section 14.3 will be suspended and the Exit Transaction process shall terminate, provided that, in such case, the Partnership shall pay the reasonable and documented fees and expenses of any investment bank or other advisors (including legal counsel) engaged by the Investor Representative prior to such suspension and termination.

Article XV
GENERAL PROVISIONS

15.1Amendments. This Agreement may be amended or modified, or any provisions hereof waived, only upon approval of the General Partner; provided, however, that: (i)(A) if there are any Preferred Units outstanding, any amendment to (x) the definitions of “Affiliate,” “Available Cash,” “Disposition Transaction,” “Distribution,” “Excluded Amounts,” “Indebtedness,” “IRR,” “Material Contract,” “Preference Amount,” “Preferred Payment Date,” “Replacement Credit Agreement,” “Return on Investment,” or “Unreturned Capital” in Article I, or Sections 2.4, 3.1(a), 3.1(b), 3.1(c), 4.1, 4.2, 4.3(h), 5.1, 5.3(b), 5.7, 5.8, 6.3(b), 6.5, 6.6, 6.7, 7.1. 7.2, 9.1, 9.5, 9.6, 12.2, Article XIV, 15.1, 15.12, 15.20 or 15.22, or (y) this Agreement that adversely affects the rights, obligations, privileges or preferences of the Preferred Units or the holders thereof (it being agreed that any amendment or modification to, or any waiver of any provisions of, this Agreement that derogates from the economic rights of a Preferred Partner or the governance or consent rights of a Preferred Partner or the Investor Representative (including upon the occurrence of an Investor Redemption Event or the right to elect to pursue an Exit Transaction) shall be deemed to adversely affect the rights, obligations, privileges and preferences of the Preferred Units and the holders thereof for the purposes hereof) must be approved in writing by the Investor Representative, (B) an amendment or modification redeeming or cancelling a Partner’s Units or reducing a Partner’s interest in Distributions must be approved in advance by (I) if the affected Units are Preferred Units, the Institutional Investor and, if the amendment, modification or reduction treats Preferred Units held by any Preferred Partner differently, in any material respect, than those held by other Preferred Partners, all other Preferred Partners or (II) if the affected Units are Common Units, the Sanchez Investor and (C) an amendment or modification increasing any other obligation of a Partner to the Partnership pursuant to this Agreement or the limited liability of a Limited Partner shall be effective only with such Partner’s consent; and (ii) the Schedule of Limited Partners attached hereto may be updated by the General Partner as needed and in compliance with this Agreement; provided further, however, any modifications, amendments or waivers (including by any restatement or supplements) (a) effecting the obligations to appoint, and the rights of, an Independent Director, including without limitation under Section 5.9(a), and (b) to Sections 5.1, 5.2, 5.3, 5.9, 15.1 and 15.22 shall require the prior written consent of the Credit Agreement Agent, and the Credit Agreement Agent shall be a third party beneficiary hereunder to enforce such provisions. Notwithstanding anything in this Agreement to the contrary, (a) in connection with the issuance of any additional Preferred Units after the Anadarko Closing, this Agreement may be amended or modified as the General Partner and the Institutional Investor determine to be necessary to cause such additional Preferred Units to be issued in one or more new series of Preferred Units and (b) the Intrepid Investor acknowledges and agrees that except to the extent specified in Section 15.1(i)(B) and Section 15.1(i)(C)

the Intrepid Investor shall not have the right to approve or consent to any amendment, modification or waiver of any provision(s) of this Agreement.

15.2Remedies. Each Partner and the Partnership shall have all rights and remedies set forth in this Agreement and all rights and remedies which such Person has been granted at any time under any other agreement or contract and all of the rights which such Person has under any applicable law. Any Person having any rights under any provision of this Agreement or any other agreements contemplated hereby shall be entitled to seek enforcement of such rights specifically (without posting a bond or other security), to recover damages by reason of any breach of any provision of this Agreement and to exercise all other rights granted by applicable law.

15.3Successors and Assigns. All covenants and agreements contained in this Agreement shall bind and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors, legal representatives and permitted assigns, whether so expressed or not.

15.4Severability. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or the effectiveness or validity of any provision in any other jurisdiction, and this Agreement will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein or if such term or provision could be drawn more narrowly so as not to be illegal, invalid, prohibited or unenforceable in such jurisdiction, it shall be so narrowly drawn, as to such jurisdiction, without invalidating the remaining terms and provisions of this Agreement or affecting the legality, validity or enforceability of such term or provision in any other jurisdiction.

15.5Counterparts; Binding Agreement. This Agreement may be executed in two or more separate counterparts, any one of which need not contain the signatures of more than one party, but each of which will be an original and all of which together shall constitute one and the same agreement binding on all the parties hereto. This Agreement and all of the provisions hereof shall be binding upon and effective as to each Person who (i) executes this Agreement in the appropriate space provided in the signature pages hereto notwithstanding the fact that other Persons who have not executed this Agreement may be listed on the signature pages hereto and (ii) may from time to time become a party to this Agreement by executing a counterpart of or joinder to this Agreement.

15.6Applicable Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. All claims shall be resolved in accordance with Section 15.15.

15.7Addresses and Notices. All notices, demands or other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been given or made when (i) delivered personally to the recipient, (ii) sent via electronic mail to the recipient (with hard copy sent to the recipient by reputable overnight courier service (charges prepaid) that same day) if sent via electronic mail before 5:00 p.m. Houston, Texas time on a Business Day, and otherwise on the next Business Day, or (iii) one (1) Business Day after being sent to the recipient by reputable overnight courier service (charges prepaid). Such notices, demands and other communications shall be sent to the address for such recipient set forth in the Partnership’s books and records, or to such other address or to the attention of such other Person as the recipient party has specified by prior written notice to the sending party. Any notice to the General Partner or the Partnership shall be deemed given if received by the Chief Executive Officer at the principal office of the Partnership designated pursuant to Section 2.5.

15.8Creditors. Other than as set forth in Section 15.1, none of the provisions of this Agreement shall be for the benefit of or enforceable by any creditors of the Partnership or any of its Affiliates. No creditor of the Partnership or any of its Affiliates may, as a result of making a loan to the Partnership or any of its Affiliates, acquire at any time any direct or indirect interest in the Partnership’s Profits, Losses, Distributions, capital or property, other than as a secured creditor (except pursuant to the terms of a separate agreement executed by the Partnership in favor of such creditor). For the purposes of clarity, this Section 15.8 shall not be construed to derogate from the rights of the Preferred Partners under this Agreement.

15.9No Waiver. No failure by any party to insist upon the strict performance of any covenant, duty, agreement or condition of this Agreement or to exercise any right or remedy consequent upon a breach thereof shall constitute a waiver of any such breach or any other covenant, duty, agreement or condition.

15.10Further Action. The parties agree to execute and deliver all documents, provide all information and take or refrain from taking such actions as may be necessary or appropriate to achieve the purposes of this Agreement.

15.11No Offset Against Amounts Payable. No amounts that any Partner or any of its Affiliates or related Person owes or is alleged to owe to the Partnership or any of its Subsidiaries may be offset or deducted against any payments owed by the Partnership or its Subsidiaries.

15.12Entire Agreement; Integrated Transaction. This Agreement, the other Basic Documents and the other agreements and documents expressly referred to herein are intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein and therein. This Agreement, the other Basic Documents and the other agreements and documents expressly referred to herein or therein supersede all prior agreements and understandings between the parties with respect to such subject matter, including, without limitation, the Original Partnership Agreement. Each of the parties hereto acknowledges and agrees that in executing this Agreement (i) the intent of the parties in this Agreement and the other Basic Documents shall constitute an unseverable and single agreement of the parties with respect to the transactions contemplated hereby and thereby, (ii) it waives, on behalf of itself and each of its Affiliates, any claim or defense based upon the true single agreement relating to such matters and (iii) the matters set forth in this Section 15.12 constitute a material inducement to enter into this Agreement and the other Basic Documents and to consummate the transactions contemplated hereby and thereby. Each of the parties hereto stipulates and agrees (i) not to challenge the validity, enforceability or characterization of this Agreement and the other Basic Documents as a single, unseverable instrument pertaining to the matters that are the subject of such agreements, (ii) this Agreement and the other Basic Documents shall be treated as a single integrated and indivisible agreement for all purposes, including the bankruptcy of any party and (iii) not to assert or take or omit to take any action inconsistent with the agreements and understandings set forth in this Section 15.12.

15.13Delivery by Facsimile. This Agreement, the agreements referred to herein, and each other agreement or instrument entered into in connection herewith or therewith or contemplated hereby or thereby, and any amendments hereto or thereto, to the extent signed and delivered by means of a facsimile machine or other electronic means, shall be treated in all manner and respects as an original agreement or instrument and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. At the request of any party hereto or to any such agreement or instrument, each other party hereto or thereto shall reexecute original forms thereof and deliver them to all other parties. No party hereto or to any such agreement or instrument shall raise the use of a facsimile machine or other electronic means to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of a facsimile machine or other electronic means as a defense to the formation or enforceability of a contract and each such party forever waives any such defense.

15.14Survival. Articles I, VIII and XV and Sections 3.3, 4.6, 6.1, 6.3, 6.5, 6.6, 7.1, 12.2 through 12.7, 13.2 and 13.3 of this Agreement shall survive and continue in full force in accordance with their respective terms notwithstanding any termination of this Agreement or the dissolution or cancellation of the Partnership.

15.15Consent to Jurisdiction; Waiver of Trial by Jury.

(a) Each Partner and the Partnership irrevocably and unconditionally submits, for itself and its property, to the non-exclusive jurisdiction of the Court of Chancery of the State of Delaware, and any appellate court from thereof, in any action or proceeding arising out of or relating to this Agreement or the agreements delivered in connection herewith or the transactions contemplated hereby or thereby or for recognition or enforcement of any judgment relating thereto, and each of the parties hereby irrevocably and unconditionally (i) agrees not to commence any such action or proceeding except in such courts, (ii) agrees that any claim in respect of any such action or proceeding may be heard and determined in the Court of Chancery of the State of Delaware, (iii) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such action or proceeding in the Court of Chancery of the State of Delaware, and (iv) waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding in the Court of Chancery of the State of Delaware. Each Partner and the Partnership agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each Partner and the Partnership irrevocably consents to service of process in the manner provided for notices in Section 15.7. Nothing in this Agreement will affect the right of any Partner or the Partnership to serve process in any other manner permitted by applicable law.

(b) EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT AND ANY OF THE AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

15.16Construction; Interpretation. The table of contents and the section and other headings and subheadings contained in this Agreement and the exhibits hereto are solely for the purpose of reference, are not part of the agreement of the parties hereto, and shall not in any way affect the meaning or interpretation of this Agreement or any exhibit hereto. Whenever required by the context, any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa. Unless otherwise specified, all references to days or months shall be deemed references to calendar days or months. All references to “$” shall be deemed references to United States dollars. Unless the context otherwise requires, any reference to a “Section,” “Exhibit” or “Schedule” shall be deemed to refer to a section of this Agreement, exhibit to this Agreement or a schedule to this Agreement, as applicable. The words “hereof,” “herein” and “hereunder” and words of similar import referring to this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “including” shall mean “including, without limitation.” Reference to any agreement, document or instrument means such agreement, document or instrument as amended or otherwise modified from time to time in accordance with the terms thereof, and if applicable hereof. Whenever required by the context, references to a Fiscal Year shall refer to a portion thereof. The use of the words “or,” “either” and “any” shall not be exclusive. The parties hereto have participated jointly in the negotiation and drafting of this Agreement; accordingly, the language used in this Agreement shall be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction shall be applied against any Person. If an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto, and

no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement. Wherever a conflict exists between this Agreement and any other agreement, this Agreement shall control but solely to the extent of such conflict.

15.17No Third Party Beneficiaries. Except as set forth in Sections 15.1 and 15.20, the provisions of this Agreement are for the exclusive benefit of the Partners and the Partnership and their respective successors and permitted assigns and, solely with respect to Section 6.3, the Indemnified Persons and, solely with respect to Section 6.3(b), the Fund Indemnitors. Except for the foregoing, this Agreement is not intended to benefit or create rights in any other Person.

15.18Outside Counsel. Each party to this Agreement acknowledges and agrees that such party has been represented by separate outside counsel in connection with the transactions contemplated hereby and further acknowledges and agrees that (a) Andrews Kurth Kenyon LLP has acted as counsel solely to GSO in connection with the transactions contemplated hereby, (b) Baker Botts L.L.P. has acted as counsel solely to the Intrepid Investor in connection with the transaction contemplated hereby and (c) Kirkland & Ellis LLP has acted as counsel solely to the Sanchez Investor in connection with the transactions contemplated hereby.

15.19Time is of the Essence. Time is of the essence in the performance of all obligations under this Agreement.

15.20No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement or any document, agreement, or instrument delivered contemporaneously herewith, and notwithstanding the fact that any Partner may be a partnership or limited liability company, each Partner hereto, by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no Persons other than the Partners shall have any obligation hereunder and that it has no rights of recovery hereunder against, and no recourse hereunder or under any documents, agreements, or instruments delivered contemporaneously herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager, assignee, incorporator, Controlling Person, fiduciary, representative or employee of any Partner (or any of their successor or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder or member of any Partner (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, Controlling Person, fiduciary, representative, general or limited partner, stockholder, manager or member (or, in each case, any financing source for any of the foregoing) of any of the foregoing, but in each case not including the Partners, whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract or otherwise) by or on behalf of such party against such Persons, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, or otherwise; it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any such Persons, as such, for any obligations of the applicable party under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered contemporaneously herewith or in connection or contemplation hereof, in respect of any oral representations made or alleged to be made in connection herewith or therewith, or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, such obligations or their creation.

15.21Public Disclosure. Unless required by law (or the reasonable opinion of counsel to the Partnership), no press release or public announcement related to the Partnership, this Agreement or the transactions contemplated herein or any other announcement or communication shall be issued or made by any Partner, a Director, or the Partnership without the advance approval of the General Partner (with the consent of the Investor Representative), in which case the General Partner and the Investor Representative shall be provided a reasonable opportunity to review and provide suggested comments concerning the disclosure contained in such

press release, announcement or communication prior to issuance, distribution or publication. The foregoing shall not limit the Sanchez Investor or its Affiliates from publicly filing this Agreement and making additional disclosures therewith, in each case as required by applicable law and securities regulations or in connection with filing any publicly filed reports to the extent relating to the Partnership’s or any of its Subsidiaries’ operations and assets (provided that the disclosure of such information in a publicly filed report is required by applicable law or regulation to be included therein).

15.22Partnership Covenants, Representations and Warranties.

(a) Notwithstanding anything in this Agreement to the contrary, for so long as any Preferred Units or any obligation under the Senior Debt Agreements remain outstanding, the Partnership shall not:

(i)fail to observe all partnership formalities and other formalities required by its organizational documents or the laws of the State of Delaware, or fail to preserve its existence as an entity duly organized, validly existing and in good standing (if applicable) under the Delaware Act;

(ii)commingle its funds or assets with the funds or assets of any other Person; provided, however, that distributions made by the Partnership not in violation of this Agreement or any Senior Debt Agreement shall not be considered assets of the Partnership for purposes of this subsection (ii);

(iii)fail to maintain all of its books, records, financial statements and bank accounts separate from those of any other Person (including, without limitation, any Affiliates);

(iv)maintain its assets in such a manner that it will be costly or difficult to segregate, ascertain or identify its individual assets from those of any other Person;

(v)hold itself out to be responsible for the debts of any other Person or hold out its credit as being available to satisfy the obligations of any other Person (other than pursuant to the arrangements provided for in (a) the APC/KM PSA, (b) the KNOC PSA, (c) the MSA, (d) the Hydrocarbons Marketing Agreement, (e) the Sanchez Letter Agreement, (f) the Drilling Commitment Agreement and (g) financing fees paid at the Anadarko Closing and KNOC Closing or Dual Closing, as applicable);

(vi)fail to (A) hold itself out to the public and identify itself, in each case, as a legal entity separate and distinct from any other Person and not as a division or part of any other Person, (B) conduct its business solely in its own name, (C) hold its assets in its own name or (D) correct any known misunderstanding regarding its separate identity (provided, the Partnership may authorize agents pursuant to the MSA, in their own name as agents for the Partnership, to perform management services on behalf of the Partnership);

(vii)fail to allocate shared expenses (including, without limitation, shared office space) or fail to use separate stationery, invoices and checks;

(viii)fail to pay its own liabilities from its own funds (other than pursuant to the arrangements provided for in the (a) the APC/KM PSA, (b) the KNOC PSA, (c) the MSA, (d) the Hydrocarbons Marketing Agreement, (e) the Sanchez Letter Agreement, (f) the Drilling Commitment Agreement and (g) financing fees paid at the Anadarko Closing and KNOC Closing or Dual Closing, as applicable);

(ix)identify its partners or other Affiliates, as applicable, as a division or part of it;

(x)guarantee, or otherwise become a restricted Subsidiary pursuant to any agreement governing, the Indebtedness of the Sanchez Investor or any of its Affiliates;

(xi)fail to be adequately capitalized to engage in its business separate and apart from the Sanchez Investor and its Affiliates and to remain solvent; provided the foregoing shall not be construed as imposing an obligation on any Partner to contribute or loan additional capital, property or services to the Partnership; or

(xii)fail to ensure that all material transactions between the Partnership and its Subsidiaries, on the one hand, and the Sanchez Investor and its Affiliates on the other hand, whether currently existing or hereafter entered into, will be only on an arm’s length basis.

(b) The Partnership’s assets have not and will not be listed as assets on the financial statement of any other Person; provided, however, that the General Partner’s and the Partnership’s assets may be consolidated for financial reporting purposes with Sanchez Parent and its Subsidiaries, provided that (i) appropriate notation shall be made on such consolidated financial statements to indicate the separateness of the Partnership and such Affiliates and to indicate that the Partnership’s assets and credit are not available to satisfy the debts and other obligations of such Affiliates or any other Person and (ii) such assets shall be listed on the Partnership’s own separate balance sheet. Such consolidation shall not affect the status of the Partnership or the General Partner as a separate legal entity with its separate assets and separate liabilities. The Partnership has maintained and will maintain its books, records, resolutions and agreements as official records. Failure by the General Partner or the Partnership to comply with any of the obligations set forth in this Section 15.22 shall not affect the status of the Partnership as a separate legal entity, with its separate assets and separate liabilities.

(c) The Partners acknowledge and agree that Partnership and each of its Subsidiaries is a special purpose, non-guarantor, unrestricted indirect Subsidiary of Sanchez Parent and shall be bankruptcy remote from Sanchez Parent and each of Sanchez Parent’s Affiliates other than the Partnership and its Subsidiaries.

[Signature Pages Follow]

IN WITNESS WHEREOF, the undersigned have executed or caused to be executed on their behalf this Agreement as of the date first written above.

	SN EF UnSub GP, LLC


	By:
	Name: Patricio D. Sanchez
	Title: Chief Executive Officer


	SN EF UnSub Holdings, LLC


	By:
	Name: Patricio D. Sanchez
	Title: Chief Executive Officer


	GSO ST HOLDINGS LP

	By:	GSO ST Holdings Associates LLC,
		its general partner


		By:
		Name: [●]
		Title: [●]


	INTREPID PRIVATE EQUITY V-A, LLC

	By: Intrepid Private Equity Fund GP, LLC, its manager


	By:
	Name:
	Title:

SECURITIES PURCHASE AGREEMENT

This SECURITIES PURCHASE AGREEMENT (this “Agreement”), is entered into on [●] (the “Closing Date”) by and between SN EF UnSub, LP, a Delaware limited partnership (the “Partnership”) and GSO ST Holdings LP, a Delaware limited partnership (“Preferred Unit Purchaser”). Capitalized terms used but not defined herein shall have the meanings assigned to such terms in accordance with Article I.

R E C I T A L S:

WHEREAS, on [●], 2017, the Partnership, Sanchez Energy Corporation, SN EF UnSub GP, LLC (“General Partner”), SN EF UnSub, LP, SN EF UnSub Holdings LLC, GSO ST Associates LLC and the Preferred Unit Purchaser entered into that certain Securities Purchase Agreement (the “Original SPA”);

WHEREAS, pursuant to Section 3.1(c)(ii) of the Partnership Agreement or Section 5.8 of the GP LLC Agreement, upon the occurrence of certain events, then each of the Preferred Unit Purchaser and the Class B Member, respectively, may elect in its sole discretion to cause the Partnership to issue additional Preferred Units to Preferred Unit Purchaser;

WHEREAS, the the Preferred Unit Purchaser and the Class B Member have delivered an Additional Preferred Units Notice (as defined in the Partnership Agreement and GP LLC Agreement) to the Partnership and General Partner on [●], whereby the Preferred Unit Purchaser and Class B Member have elected to cause the Partnership to sell [●] Preferred Units to the Preferred Unit Purchaser; and

WHEREAS, on the terms and subject to the conditions set forth in this Agreement, at the Closing, the Partnership will issue to the Preferred Unit Purchaser [●] newly issued Preferred Units in consideration for a contribution to the Partnership by the Preferred Unit Purchaser of $[●]2.

Article I
DEFINITIONS

Section 1.01Definitions. As used in this Agreement, the following terms have the meanings indicated:

2Note to Draft: To equal agreed Preferred Unit Purchase Price as of closing.

“Agreement” has the meaning set forth in the introductory paragraph of this Agreement.

“Business Day” means any day other than a Saturday, Sunday or a day on which commercial banks are authorized or required to close in Houston, Texas.

“Class B Member” has the meaning set forth in the GP LLC Agreement.

“Closing” means the issuance and sale of the Preferred Units to the Preferred Unit Purchaser in consideration for $[●] in accordance with Section 2.01.

“Closing Date” has the meaning set forth in the introductory paragraph of this Agreement.

“Commission” means the United States Securities and Exchange Commission.

“Common Units” means “Common Units”, as defined in the Partnership Agreement.

“Control” has the meaning set forth in the Partnership Agreement.

“DRULPA” means the Delaware Revised Uniform Limited Partnership Act, 6 Del. C §17-101 et seq. as amended from time to time and any successor to DRULPA.

“Equity Interests” means (i) equity interests (including capital stock, membership interests and partnership interests) of any applicable Person, (ii) obligations, evidences of indebtedness or other securities or interests convertible or exchangeable into equity interests, and (iii) warrants, options or other rights to purchase or otherwise acquire or receive equity interests.

“GAAP” means generally accepted accounting principles in the United States.

“General Partner” has the meaning set forth in the recitals.

“GP LLC Agreement” means the Amended and Restated Limited Liability Company Operating Agreement of the General Partner, dated as of [●], as amended from time to time.

“GSO” means GSO Capital Partners LP, a Delaware limited partnership.

“Hydrocarbon Marketing Agreement” has the meaning set forth in the Partnership Agreement.

“Indebtedness” has the meaning set forth in the Partnership Agreement.

“Joint Development Agreement” has the meaning set forth in the Partnership Agreement.

“Knowledge of Partnership” means the actual knowledge, after due inquiry, of the current duly appointed officers of the General Partner.

“Law” means any federal, state, local or foreign order, writ, injunction, judgment, settlement, award, decree, statute, law (including common law), rule or regulation.

“Material Agreement” means the Partnership Agreement, the GP LLC Agreement, any Senior Debt Agreement or Replacement Credit Agreement (as applicable), the Joint Development Agreement, the MSA and the Hydrocarbon Marketing Agreement.3

3Note to Form: To revise so that at the time of execution, this definition includes agreements of similar materiality to those listed.

“MSA” has the meaning set forth in the Partnership Agreement.

“Original SPA” has the meaning set forth in the recitals.

“Partnership” has the meaning assigned to such term in the introductory paragraph of this Agreement.

“Partnership Agreement” means the Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of [●], as amended from time to time.

“Preferred Unit Purchaser” has the meaning set forth in the introductory paragraph of this Agreement.

“Preferred Units” means “Preferred Units”, as defined in the Partnership Agreement.

“Purchased Preferred Units” means those Preferred Units issued pursuant to Section 2.01.

“Replacement Credit Agreement” has the meaning set forth in the Partnership Agreement.

“Securities Act” means the Securities Act of 1933, as amended from time to time, and the rules and regulations of the Commission promulgated thereunder.

“Senior Debt Agreement” has the meaning set forth in the Partnership Agreement.

“Subsidiary” has the meaning set forth in the Partnership Agreement.

Article II
AGREEMENT TO SELL AND PURCHASE

of [●] Preferred Units. The Partnership shall use the proceeds from such contribution solely to repay outstanding Indebtedness of any of the Partnership and its Subsidiaries under the Senior Debt Agreements or any other agreements governing any material Indebtedness of the Partnership or any of its Subsidiaries (including a Replacement Credit Agreement) so as to remedy the applicable condition(s) that gave rise to event giving the Preferred Unit Purchaser and Class B Member the right to elect to purchase the Preferred Units hereunder.

Section 2.02 Closing. On the terms and subject to the conditions hereof, the consummation of the funding of $[●] by the Preferred Unit Purchaser shall take place on the Closing Date at the offices of Kirkland and Ellis LLP located at 600 Travis Street, Suite 3300, Houston, Texas 77002.

Section 2.03 Further Assurances. From time to time after the Closing Date, without further consideration, each of Partnership and the Preferred Unit Purchaser shall use its reasonable best efforts to take, or cause to be taken, all actions necessary or appropriate to consummate the transactions contemplated by this Agreement.

Article III
REPRESENTATIONS AND WARRANTIES
RELATED TO THE PARTNERSHIP

As of the Closing, the Partnership represents and warrants to the Preferred Unit Purchaser as follows:4

Section 3.01 Existence and Power. The Partnership has been duly formed and is validly existing as a limited partnership under the Laws of the jurisdiction of the State of Delaware, has the full limited partnership power and authority to own or lease its properties and assets and to conduct its business, and is duly registered or qualified as a foreign limited partnership, as the case may be, for the transaction of business under the Laws of each jurisdiction in which the character of the business conducted by it or the nature or location of the properties owned or leased by it makes such registration or qualification necessary, except where the failure to be so qualified, in good standing or have such power or authority would not, individually or in the aggregate, have a material adverse effect on the Partnership. All limited partnership action required to be taken by the Partnership for the execution and delivery by the Partnership of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly taken. The Partnership has all requisite power and authority to issue, sell and deliver the [●] Preferred Units to be issued to the Preferred Unit Purchaser.

4Note to Form: Disclosure schedules to be added/removed at the time of the transaction in the sole discretion of the Partnership.

Section 3.02 Authority; Enforceability. This Agreement has been duly and validly authorized and executed by the Partnership and constitutes the legal, valid and binding obligations of the Partnership, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Section 3.03 Capitalization; Issuance of Units.

(a)As of the Closing Date, the Partnership’s authorized Equity Interests consist solely of those interests set forth on Schedule 3.03(a), which such interests have been duly authorized and validly issued in accordance with the governing documents of the Partnership and applicable Law.

validly issued in accordance with the Partnership Agreement and applicable Law, free and clear of any and all Liens and restrictions on transfer, other than restrictions on transfer under the Partnership Agreement or under applicable state and federal securities Laws, fully paid and the Preferred Units will be non-assessable (except as such non-assessability may be affected by Sections 17-303, 17-607 and 17-804 of DRULPA).

(c)Except as set forth in this Agreement, the Partnership Agreement and the GP LLC Agreement, (i) there are no Persons entitled to preemptive, statutory or other similar contractual rights to subscribe for any general partner interest of the Partnership, Common Units, Preferred Units or any other Equity Interests of the Partnership and (ii) there are no options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for, membership interest, general partner interest, limited partner interest or any other ownership interests in the Partnership.

Section 3.04 Subsidiaries of the General Partner and the Partnership. Except as set forth on Schedule 3.04, the Partnership does not have any Subsidiaries and does not own, directly or indirectly, any Equity Interests in any other Person.

Section 3.05 Litigation. As of the Closing Date, there are no legal or governmental proceedings pending to which the Partnership is a party or to which any property or asset of the Partnership is subject or which challenges the validity of this Agreement or the Partnership Agreement or the right of the Partnership to enter into this Agreement or to consummate the transactions contemplated hereby and, to the Knowledge of Partnership, no such proceedings are threatened by any Governmental Authorities or others.

Section 3.06 No Conflicts. None of (a) the offering, issuance and sale by the Partnership of the Preferred Units and the application of the proceeds therefrom, (b) the execution, delivery and performance by the Partnership of this Agreement, or (c) the consummation of the transactions contemplated hereby (i) constitutes or will constitute a violation of the other organizational documents of the Partnership, (ii) constitutes or will constitute a breach or violation of, or a default (or an event which, with notice or lapse of time or both, would constitute such a default) under, any Contract to which the Partnership is a party or by which it or any of its properties may be bound or (iii) violates or will violate any statute, Law, Permit or regulation or any order, judgment, decree or injunction of any court or Governmental Authority or body having jurisdiction over the Partnership or any of its properties in a proceeding to which it or its property is or was a party, except, in cases of clauses (ii) and (iii) above, for any such conflict, breach, violation or default that would not, individually or in the aggregate, have a material adverse effect on the Partnership.

Section 3.08 Investment Company Status. The Partnership is not, and upon the application of the net proceeds therefrom, will not be, an “investment company” or an entity “controlled” by an “investment company” as such terms are defined in the Investment Company Act of 1940, as amended, and the rules and regulations of the SEC promulgated thereunder.

Section 3.09 No Registration Required. Assuming the accuracy of the representations and warranties of the Purchasers contained in this Agreement and their compliance with the agreements set forth in this Agreement, the sale and issuance at the Closing of the Preferred Units pursuant to this Agreement is exempt from the registration requirements of the Securities Act, and neither the Partnership nor, to the Knowledge of

Partnership, any authorized representative acting on behalf of the Partnership has taken or will take any action hereafter that would cause the loss of such exemption.

Section 3.10 Certain Fees. Except as set forth on Schedule 3.10, no fees or commissions are or will be payable by the Partnership, and the Preferred Unit Purchaser and its Affiliates shall not be subject to any liability or other obligation with respect, to brokers, finders or investment bankers in connection with or relating to the issuance of the the Preferred Units upon the consummation of the transactions contemplated by this Agreement.

Section 3.11 No Integration. The Partnership has not, directly or indirectly through any representative, made any offers or sales of any security or solicited any offers to buy any security that is or will be integrated with the issuance and sale of the Preferred Units in a manner that would require the offer and sale of any Preferred Units to be registered under the Securities Act.

Section 3.12 Material Agreements. Except as set forth on Schedule 3.12, (a) no Partnership Group Company is in material breach of, or material default under, any Material Agreement and (b) no event has occurred which, with the delivery of notice or the lapse of time or both, would result in a Partnership Group Company being in material breach of, or material default under, any Material Agreement.

Article IV
REPRESENTATIONS AND WARRANTIES OF
THE PREFERRED UNIT PURCHASER

As of the Closing Date, the Preferred Unit Purchaser represents and warrants to the Partnership as follows:

Section 4.01 Existence. The Preferred Unit Purchaser is duly organized and validly existing as a limited partnership and in good standing under the Laws of its state of formation, with all necessary power and authority to own properties and to conduct its business as currently conducted.

Section 4.02 Authorization, Enforceability. The Preferred Unit Purchaser has all necessary legal power and authority to enter into, deliver and perform its obligations under this Agreement. The execution, delivery and performance by the Preferred Unit Purchaser of this Agreement and the consummation by it of the transactions contemplated hereby have been duly and validly authorized by all necessary legal action of the Preferred Unit Purchaser, and no further consent or authorization of the Preferred Unit Purchaser is required. This Agreement constitutes a legal, valid and binding obligation of the Preferred Unit Purchaser; except as, the enforceability hereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity and except as the rights to indemnification may be limited by applicable Law (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Section 4.03 No Breach. None of the execution, delivery or performance by the Preferred Unit Purchaser of this Agreement and the consummation by the Preferred Unit Purchaser of the transactions contemplated hereby will (a) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any material agreement to which the Preferred Unit Purchaser is a party or by which the Preferred Unit Purchaser is bound or to which any of the property or assets of the Preferred Unit Purchaser is subject, (b) conflict with or result in any violation of the provisions of the organizational documents of the Preferred Unit Purchaser, or (c) violate any statute, order, rule or regulation of any court or Governmental Authority or body having jurisdiction over the Preferred Unit Purchaser or the property or assets of the Preferred Unit Purchaser, except in the case of clauses (a) and (c), for such conflicts, breaches, violations or defaults as would not prevent the consummation of the transactions contemplated by this Agreement.

Section 4.05 Certain Fees. No fees or commissions are or will be payable by the Preferred Unit Purchaser to brokers, finders or investment bankers with respect to the purchase of the Purchased Preferred Units or the consummation of the transactions contemplated by this Agreement, in each case, for which the Partnership may be liable.

Section 4.06 Restricted Securities. Except for possible permitted transfers subject to the terms of the Partnership Agreement, the Preferred Unit Purchaser is acquiring the Purchased Preferred Units for its own account, for the purpose of investment only and not with a view to, or for sale in connection with, any distribution thereof in violation of applicable securities Laws. The Preferred Unit Purchaser has such knowledge, sophistication and experience in financial and business matters so as to be capable of evaluating the merits and risks of its proposed investment in the Purchased Preferred Units and is capable of bearing the economic risk of such investment. The Preferred Unit Purchaser is an “accredited investor” as that term is defined in Rule 501 of Regulation D (without regard to Rule 501(a)(4)) promulgated under the Securities Act. The Preferred Unit Purchaser acknowledges and understands that its acquisition of the Purchased Preferred Units has not been registered under the Securities Act in each case in reliance on an exemption therefrom and that the Partnership is relying upon the truth and accuracy of the Preferred Unit Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Preferred Unit Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Preferred Unit Purchaser to acquire the Purchased Preferred Units and the Purchased Preferred Units will, upon such acquisition, be characterized as “restricted securities” under state and federal securities Laws. The Preferred Unit Purchaser further acknowledge and understand that (x) the Purchased Preferred Units may not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of except pursuant to an effective registration statement under the Securities Act or pursuant to an available exemption from the registration requirements of the Securities Act, and in compliance with other applicable state and federal securities Laws and (y) when issued at the Closing, the Purchased Preferred Units will bear a legend substantially as set forth below:

Article V
MISCELLANEOUS

Section 5.01 No Liability. The representations and warranties set forth in Articles III and IV shall terminate as of the Closing. Both the Preferred Unit Purchaser and the Partnership hereby expressly acknowledge and agree that from and after the Closing, neither the Preferred Unit Purchaser nor the Partnership shall be liable for any inaccuracy or any breach of any representation made therein.

shall not affect or be utilized in construing or interpreting this Agreement. All references in this Agreement to Exhibits, Schedules, Appendices, Articles, Sections, subsections, clauses and other subdivisions refer to the corresponding Exhibits, Schedules, Appendices, Articles, Sections, subsections, clauses and other subdivisions of or to this Agreement unless expressly provided otherwise. The words “this Agreement,” “herein,” “hereby,” “hereunder” and “hereof,” and words of similar import, refer to this Agreement as a whole and not to any particular Article, Section, subsection, clause or other subdivision unless expressly so limited. The words “this Article,” “this Section,” “this subsection,” “this clause,” and words of similar import, refer only to the Article, Section, subsection and clause hereof in which such words occur. The word “including” (in its various forms) means including without limitation. All references to “$” or “dollars” shall be deemed references to the lawful currency of the United States of America. Each accounting term not defined herein will have the meaning given to it under GAAP as interpreted as of the Closing Date. Unless expressly provided to the contrary, the word “or” is not exclusive. Pronouns in masculine, feminine or neuter genders shall be construed to state and include any other gender, and words, terms and titles (including terms defined herein) in the singular form shall be construed to include the plural and vice versa, unless the context otherwise requires. Appendices, Exhibits and Schedules referred to herein are attached to and by this reference incorporated herein for all purposes. Reference herein to any federal, state, local or foreign Law shall be deemed to also refer to all rules and regulations promulgated thereunder, unless the context requires otherwise. The words “day” or “days” shall mean calendar day, unless denoted as a Business Day. The words “will” and “will not” are expressions of command and not merely expressions of future intent or expectation. When used in this Agreement, the word “either” shall be deemed to mean “one or the other”, not “both”. Unless otherwise noted, references herein to a “party” are references to the applicable party to this Agreement.

Section 5.03 Amendments and Waivers.

(a)Any provision of this Agreement may be amended or waived if, but only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each party, or in the case of a waiver, by the party against whom the waiver is to be effective.

(b)No failure or delay by any party in exercising any right, power or privilege hereunder will operate as a waiver thereof nor will any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided will be cumulative and not exclusive of any rights or remedies hereunder or at law or in equity; accordingly, no exercise of any right or remedy shall be construed as an election of remedies by any party.

Section 5.04 Binding Effect. This Agreement shall be binding upon the parties and their respective successors and permitted assigns, and shall remain in full force and effect after the Closing. Except as expressly provided in this Agreement, this Agreement shall not be construed so as to confer any right or benefit upon any Person other than the parties to this Agreement and their respective successors and permitted assigns.

Section 5.05 Communications. All notices and demands provided for hereunder shall be in writing and shall be given by registered or certified mail, return receipt requested, telecopy, air courier guaranteeing overnight delivery or personal delivery to the following addresses

(a)If to the Preferred Unit Purchaser:

[●]
[Address Line 1]
[Address Line 2]
Attention: [●]
Email: [●]

with a copy to (which shall not constitute notice):

[●]
[Address Line 1]
[Address Line 2]
Attention: [●]
Email: [●]

(b)If to the Partnership:

[●]
[Address Line 1]
[Address Line 2]
Attention: [●]
Email: [●]

with a copy to (which shall not constitute notice):

[●]
[Address Line 1]
[Address Line 2]
Attention: [●]
Email: [●]

or to such other address as the parties hereto may designate in writing. All notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; upon actual receipt if sent by certified or registered mail, return receipt requested, or regular mail, if mailed; upon actual receipt of the overnight courier copy, upon confirmation of receipt if sent via email; and upon actual receipt when delivered to an air courier guaranteeing overnight delivery.

Section 5.06 Entire Agreement. This Agreement constitutes the entire agreement among the parties and supersedes any prior understandings, negotiations, agreements or representations among the parties or any of their respective affiliates of any nature, whether written or oral, to the extent they relate in any way to the transactions contemplated hereby or thereby.

Section 5.07 Governing Law; Submission to Jurisdiction. This Agreement, and all claims or causes of action (whether in contract or tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement), will be construed in accordance with and governed by the laws of the State of Delaware without regard to principles of conflicts of laws. Any action against any party relating to the foregoing shall be brought in any federal or state court of competent jurisdiction located within the State of Delaware, and the parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of any federal or state court located within the State of Delaware over any such action. The parties hereby irrevocably waive, to the fullest extent permitted by applicable Law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the parties hereto 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.

Section 5.08 Waiver of Jury Trial. THE PARTIES TO THIS AGREEMENT EACH HEREBY WAIVES, AND AGREES TO CAUSE ITS AFFILIATES TO WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (i) ARISING UNDER THIS AGREEMENT OR (ii) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO IN RESPECT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS RELATED HERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE. THE PARTIES TO THIS AGREEMENT EACH HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT THE PARTIES TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

Section 5.09 Execution in Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which counterparts, when so executed and delivered, shall be deemed to be an original and all of which counterparts, taken together, shall constitute but one and the same agreement.

Section 5.10 Successors and Assigns. The provisions of this Agreement will be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns. No party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement (including any transfer by way of merger or operation of law) without the consent of the other party, and any such purported assignment in violation of this Section 5.10 shall be void ab initio. Notwithstanding the foregoing, the Preferred Unit Purchaser may assign its rights and obligations under this Agreement without the prior approval of the other party to this Agreement to any fund or account managed, advised or sub-advised by GSO or any of its Affiliates; provided that any such assignment shall not relieve the Preferred Unit Purchaser of any of its obligations hereunder.

Section 5.11 Severability. Whenever possible, each provision or portion of any provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable Law, but, if any provision or portion of any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable Law, such invalidity, illegality or unenforceability shall not affect the validity, legality or enforceability of any other provision or portion of any provision in such jurisdiction, and this Agreement shall be reformed, construed and enforced in such jurisdiction in such manner as will effect as nearly as lawfully possible the purposes and intent of such invalid, illegal or unenforceable provision.

Section 5.12 No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement or any document, agreement, or instrument delivered contemporaneously herewith, and notwithstanding the fact that any party may be a partnership or limited liability company, each party hereto, by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that, no Persons other than the parties shall have any obligation hereunder and that it has no rights of recovery hereunder against, and no recourse hereunder or under any documents, agreements, or instruments delivered contemporaneously herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative or employee of any party (or any of their successors or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder or member of any party (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholder, manager or member of any of the foregoing, but in each case not including the parties, whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract or otherwise) by or on behalf of such party against such persons and

entities, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, or otherwise; it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any such Persons, as such, for any obligations of the applicable party under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered contemporaneously herewith, in respect of any oral representations made or alleged to be made in connection herewith or therewith, or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, such obligations or their creation.

Section 5.13 Creditors. None of the provisions of this Agreement shall be for the benefit of or enforceable by any creditors of the Partnership or by any creditors of any Subsidiary or Affiliate of the Partnership.

Section 5.14 Remedies Generally. The parties hereto agree that irreparable damage, for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that the provisions of this Agreement were not performed in accordance with its specific terms and that any remedy at law for any breach of the provisions of this Agreement would be inadequate. Accordingly, the parties hereto acknowledge and agree that each such party shall be entitled to an injunction, specific performance or other equitable relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in any court of the United States or any state having jurisdiction, this being in addition to any other remedy to which they are entitled at law or in equity. Each party hereby agrees that it will not oppose the granting of specific performance and other equitable relief on the basis that the other parties have an adequate remedy at Law or that an award of specific performance is not an appropriate remedy for any reason at Law or equity. The parties hereto acknowledge and agree that any other party seeking an injunction to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in accordance with this Section 5.14 shall not be required to provide any bond or other security in connection with any such injunction.

[signature page follows]

IN WITNESS WHEREOF, the parties hereto execute this Agreement, effective as of the Effective Date.

	SN EF UNSUB, LP


	By:	SN EF UNSUB GP, LLC, its general partner


	By:
	Name:
	Title:


	GSO ST HOLDINGS LP

	By:	GSO ST ASSOCIATES LLC, its General Partner


	By:
	Name:
	Title:

Schedule of Limited Partners

	Preferred Units	Common Units	Capital Account	Share of Sanchez Shares and Warrants Amount
SN EF UnSub Holdings, LLC	—	100,000	$100,000,000	—
GSO ST Holdings LP	485,000	—	$485,000,000	$31,573,500
Intrepid Private Equity V-A, LLC	15,000	—	$15,000,000	$976,500

TABLE OF CONTENTS

		Page
Article I ORGANIZATION		2
1.1	Continuation of the Company	2
1.2	Name	2
1.3	Registered Office; Registered Agent	2
1.4	Principal Place of Business	2
1.5	Fiscal Year	2
1.6	Foreign Qualification	2
1.7	Term	2
1.8	No State-Law Partnership	2
1.9	Purposes	3
Article II MEMBERS		3
2.1	Members	3
2.2	No Liability of Members	3
2.3	Representations and Warranties	3
Article III UNITS AND CAPITAL CONTRIBUTIONS		4
3.1	Membership Interests	4
3.2	Capital Contributions	4
3.3	Return of Contribution	4
3.4	Withdrawal of Capital	4
3.5	Additional Capital Contributions	4
3.6	Additional Members	4
Article IV DISTRIBUTIONS AND ALLOCATIONS		5
4.1	Distributions	5
4.2	Allocations	6
4.3	Capital Accounts	6
Article V MANAGEMENT		6
5.1	Management by the Board of Directors	6
5.2	Actions by the Board; Delegation of Authority and Duties; Reliance by Third Parties	6
5.3	Board Composition	6
5.4	Board Meetings; Quorum; Vote Required	8
5.5	Action by Written Consent	9
5.6	Officers	9
5.7	Actions Requiring Approval	10
5.8	Issuance of Preferred Units and Certain Debt Matters	19
5.9	Enforcement of Affiliate Contracts	19
5.10	Limitation of Duties and Corporate Opportunities	20
5.11	AMI and Participation in Future Acquisitions	22
5.12	Meetings of the Members	23
5.13	Company Covenants, Representations and Warranties	24
5.14	Tag-Rights Control	26
5.15	Certain Workover and Recompletion Operations	26

Article VI BOOKS, REPORTS AND COMPANY FUNDS		26
6.1	Records and Accounting	26
6.2	Reports	26
6.3	Inspection by Members	27
6.4	Public Disclosure	27
Article VII TAX MATTERS		27
7.1	Tax Controversies	27
Article VIII EXCULPATION AND INDEMNIFICATION		28
8.1	Performance of Duties; No Liability of Members, Directors and Officers	28
8.2	Right to Indemnification	28
8.3	Advance Payment	29
8.4	Indemnification of Employees and Agents	29
8.5	Appearance as a Witness	29
8.6	Nonexclusivity of Rights	29
8.7	Insurance	29
8.8	Savings Clause	30
8.9	Fund Indemnitors	30
Article IX UNITS, TRANSFERS, AND OTHER EVENTS		30
9.1	Unit Certificates	30
9.2	Record Holders	31
9.3	Restrictions on Transfers of Units	31
9.4	Disposition Transactions	32
9.5	Exit Transactions.	32
9.6	Expenses	36
9.7	Transfers Generally; Substitute Members	36
9.8	Closing Date	37
9.9	Effect of Incapacity	37
9.10	No Appraisal Rights	37
9.11	Effect of Non-Compliance	37
Article X DISSOLUTION, LIQUIDATION AND TERMINATION		38
10.1	Dissolution	38
10.2	Liquidation and Termination	38
Article XI DEFINITIONS		39
11.1	Definitions	39
11.2	Construction	49
Article XII MISCELLANEOUS		39
12.1	Notices	50
12.2	Confidential Information	50
12.3	Entire Agreement; Integrated Transaction	51
12.4	Effect of Waiver or Consent	51
12.5	Amendment or Modification	52
12.6	Binding Effect	52
12.7	Consent to Jurisdiction; Waiver of Trial by Jury	52
12.8	Governing Law	52

12.9	Further Assurances	53
12.10	Waiver of Certain Rights	53
12.11	Notice to Members of Provisions	53
12.12	Counterparts	53
12.13	Headings	53
12.14	Remedies	53
12.15	Severability	53
12.16	No Recourse	53

EXHIBITS

Exhibit A Members, Capital Contributions and Units Held

Exhibit B Board Designations

Exhibit COfficers

Exhibit DApproved Successor Independent Auditors and Independent Reservoir Engineers

Exhibit EForm of Purchase Agreement

Exhibit FLTM EBITDA Levels

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT
OF
SN EF UnSub GP, LLC
A Delaware Limited Liability Company

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of SN EF UnSub GP, LLC, a Delaware limited liability company (the “Company”), effective as of March 1, 2017 (the “Effective Date”), is made and entered into by the Company; GSO ST Holdings Associates LLC, a Delaware limited liability company (the “GSO Investor”); and SN UR Holdings, LLC, a Delaware limited liability company (the “Sanchez Investor”), as the initial Members of the Company.

R E C I T A L S:

WHEREAS, the Company was formed as a limited liability company under the Delaware Act, pursuant to the filing of the Certificate of Formation of the Company (the “Delaware Certificate”) filed with the Secretary of State of the State of Delaware on December 21, 2016; and

WHEREAS, the Sanchez Investor, as the sole initial Member, executed the Limited Liability Company Agreement of SN EF UnSub GP, LLC, effective December 21, 2016 (the “Original LLC Agreement”); and

WHEREAS, the Company owns the non-economic general partner interest in, and serves as the sole general partner of, the Partnership; and

WHEREAS, the Company is a party to that certain Securities Purchase Agreement, dated as of January 12, 2017 (the “Securities Purchase Agreement”), pursuant to which the Company, the Partnership, the Sanchez Parent, SN EF UnSub Holdings, LLC, a Delaware limited liability company, the Sanchez Investor, GSO ST Holdings LP, a Delaware limited partnership, and the GSO Investor agreed, among other things, that the Original LLC Agreement would be amended and restated by this Agreement; and

WHEREAS, the Company caused the Partnership to enter into each of the Sanchez Letter Agreement and the Hydrocarbons Marketing Agreement on January 12, 2017; and

WHEREAS, the Sanchez Investor and the GSO Investor deem it advisable to amend and restate the Original LLC Agreement in its entirety as set forth herein; and

WHEREAS, as part of the Anadarko Closing, the Company, in its capacity as the general partner of the Partnership, shall cause the Partnership to enter into the MSA and the Joint Development Agreement, and will amend and restate the agreement of limited partnership of the Partnership by entering into the Partnership Agreement in the form attached as Exhibit A to the Securities Purchase Agreement; and

WHEREAS, unless the context otherwise requires, capitalized terms used herein shall have the respective meanings ascribed to them in Section 11.1.

NOW, THEREFORE, for and in consideration of the premises, the covenants and the agreements hereinafter contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Members hereby amend and restate the Original LLC Agreement in its entirety as follows:

Article I
ORGANIZATION

1.1Continuation of the Company. The Company was formed as a Delaware limited liability company on December 21, 2016 by the filing of the Delaware Certificate in the office of the Secretary of State of the State of Delaware pursuant to the Delaware Act. The Members desire to continue the Company for the purposes and upon the terms and conditions set forth herein. As of the Effective Date, the GSO Investor and the Sanchez Investor constitute the sole Members of the Company. Except as provided herein, the rights, duties and liabilities of each Member will be as provided in the Delaware Act.

1.2Name. The name of the Company is “SN EF UnSub GP, LLC”. Company business will be conducted in such name or such other names that comply with applicable Law as the Board may select from time to time.

1.3Registered Office; Registered Agent. The registered office of the Company in the State of Delaware will be the initial registered office designated in the Delaware Certificate or such other office (which need not be a place of business of the Company) as the Board may designate from time to time in the manner provided by law. The registered agent of the Company in the State of Delaware will be the initial registered agent designated in the Delaware Certificate, or such other Person or Persons as the Board may designate from time to time in the manner provided by law.

1.4Principal Place of Business. The principal place of business of the Company will be at 1000 Main Street, Suite 3000, Houston, Texas 77002, or such other location as the Board may designate from time to time, which need not be in the State of Delaware. The Company may have such other offices as the Board may determine appropriate.

1.5Fiscal Year. The fiscal year of the Company (the “Fiscal Year”) for financial statement and federal and applicable state and local income tax purposes will end on December 31 unless otherwise determined by the Board or required under the Code.

1.6Foreign Qualification. The Board is authorized to cause the Company to comply, to the extent procedures are available, with all requirements necessary to qualify the Company as a foreign limited liability company in any jurisdiction in which the Company owns property or transacts business or elsewhere where such qualification may be necessary or advisable for the protection of the limited liability of the Members or to permit the Company to lawfully own property or transact business, and to obtain similar qualifications for the Company’s Subsidiaries. Each Officer is authorized, on behalf of the Company, to execute, acknowledge, swear to and deliver all certificates and other instruments as may be necessary or appropriate in connection with the foregoing qualifications. Further, upon request of the Board, each Member will execute, acknowledge, swear to and deliver all certificates and other instruments that are reasonably necessary or appropriate to obtain, continue, modify or terminate such qualifications.

1.7Term. The term of the Company commenced on the date the Delaware Certificate was filed with the office of the Secretary of State of the State of Delaware and shall continue until the Company is dissolved as determined under Section 10.1.

1.8No State-Law Partnership. Except to the extent provided in the next sentence, the Members intend that the Company shall not be a partnership (including, without limitation, a limited partnership) or joint venture, and that no Member or Officer shall be a partner or joint venturer of any other Member or Officer, for any purposes, and this Agreement shall not be construed to the contrary. Notwithstanding the foregoing, the Members intend that the Company shall be treated as a partnership for federal and, if applicable, state and local income tax purposes. Except to the extent otherwise provided herein, each Member and the Company shall file all tax returns

and shall otherwise take all tax and financial reporting positions in a manner consistent with such treatment unless otherwise required by law.

1.9Purposes. The nature or purposes of the business to be conducted or promoted by the Company is to own the non-economic general partner interest in, and to serve as the general partner of, SN EF UnSub, LP, a Delaware limited partnership (the “Partnership”), and to engage in the operation and management of the Partnership in accordance with this Agreement and the Partnership Agreement, including actions that the Partnership may undertake with respect to its Subsidiaries (the Partnership and its Subsidiaries, collectively, the “Partnership Group Companies”) and in any other lawful act or activity incidental or related thereto authorized by the Board and for which limited liability companies may be organized under the Delaware Act. The Company may engage in any and all activities necessary, desirable or incidental to the accomplishment of the foregoing. In furtherance of its purpose, (a) the Company shall have and may exercise all of the powers now or hereafter conferred by Delaware law on limited liability companies formed under the Delaware Act and (b) the Company shall have the power to do any and all acts necessary, appropriate, proper, advisable, incidental or convenient to or for the protection and benefit of the Company. Notwithstanding anything herein to the contrary, nothing set forth herein shall be construed as authorizing the Company to possess any purpose or power, or to do any act or thing, forbidden by law to a limited liability company formed under the laws of the State of Delaware.

Article II
MEMBERS

2.1Members. The names, addresses, Capital Contribution balances and Percentage Interests of each Member are set forth on Exhibit A attached hereto and incorporated herein. The Board, or any appropriate Officer of the Company, is hereby authorized and directed to complete, supplement, modify, correct or amend Exhibit A to reflect the creation or issuance of any Additional Units, the admission of any additional Members, the withdrawal of any Member, the change of address of any Member, the Capital Contributions of any Member, the Units held by any Member and other information called for by Exhibit A in conformity with this Agreement. Such completion, supplementation, modification, correction or amendment may be made from time to time as and when the Board or such Officer considers it appropriate in accordance with this Section 2.1.

2.2No Liability of Members. Except as otherwise required by applicable Law and as expressly set forth in this Agreement, no Member shall have any personal liability whatsoever in such Member’s capacity as a Member, whether to the Company, to any of the other Members, to the creditors of the Company or to any other third party, for the debts, liabilities, commitments or any other obligations of the Company or for any losses of the Company. Each Member shall be liable only to make such Member’s Capital Contribution to the Company and the other payments and covenants provided expressly herein. Except as otherwise provided in this Agreement, a Member’s liability (in its capacity as a Member) for debts, liabilities and losses of the Company shall be limited to such Member’s pro rata share of the Company’s assets in accordance with each Member’s respective Percentage Interests.

2.3Representations and Warranties. Each Member hereby represents and warrants to the Company and each other Member that:

(a)Power and Authority. Such Member has full power and authority to enter into this Agreement and to perform its obligations hereunder;

(b)No Conflicts. The execution, delivery and performance of this Agreement do not conflict with any other agreement or arrangement to which such Member is a party or by which it is or its assets are bound;

(c)Contributed Property. All property contributed to the Company by such Member, and any property thereafter to be contributed to the Company by such Member, has been or will be duly and lawfully acquired;

(d)Own Account. Such Member has acquired or is acquiring its interest in the Company for investment purposes only for its own account and not with a view to any distribution, reoffer, resale or other disposition that is not in compliance with the Securities Act or any applicable state securities laws;

(e)Expertise. Such Member alone, or together with its representatives, possesses such expertise, knowledge and sophistication in financial and business matters generally, and in the type of transactions in which the Company proposes to engage in particular, that such Member is capable of evaluating the merits and economic risks of acquiring and holding the Units, and that such Member is able to bear all such economic risks now and in the future;

(f)Awareness of Economic Risk. Such Member is aware that it must bear the economic risk of such Member’s investment in the Company for an indefinite period of time because Units have not been registered under the Securities Act or under the securities laws of any state, and, therefore, such Units cannot be sold unless they are subsequently registered under the Securities Act and any applicable state securities laws or an exemption from registration is available;

(g)No Registration Rights. Such Member is aware that only the Company can take action to register Units in the Company under the Securities Act and that the Company is under no such obligation and does not propose or intend to attempt to do so;

(h)Transfer Restrictions. Such Member is aware that this Agreement provides restrictions on the ability of a Member to Transfer Units, and such Member will not seek to effect any Transfer other than in accordance with such restrictions; and

(i)Accredited Investor. Such Member is, and at such time that it makes any additional Capital Contributions to the Company, will be an “accredited investor” within the meaning of Rule 501 under the Securities Act (an “Accredited Investor”) unless such status as an Accredited Investor is not required in order for the Transfer of Units to such Member to be exempt from registration under the Securities Act.

Article III
UNITS AND CAPITAL CONTRIBUTIONS

3.1Membership Interests.

(a)The Units issued by the Company shall consist of Class A Units and Class B Units. As of the Effective Date, the Company is authorized to issue up to 99 Class A Units and 1 Class B Unit. Subject to the terms and conditions set forth in this Agreement and the Securities Purchase Agreement, and after giving effect to the transactions contemplated by the Securities Purchase Agreement, as of the Effective Date, the Company has issued 99 Class A Units to the Sanchez Investor and 1 Class B Unit to the GSO Investor. Additional Units (or series or classes of Units) or securities convertible into or exercisable for additional Units or rights to purchase additional Units (which for purposes of this Agreement shall be “Additional Units”) may be issued from time to time as may be determined by the Board pursuant to Sections 5.7(a)(xii) and 5.7(b)(x), with such relative rights, powers and duties as the Board may determine in accordance with this Agreement. The Company may issue fractional Units.

(b)Units shall constitute “securities” governed by Article 8 of the Delaware Uniform Commercial Code, as amended from time to time after the Effective Date.

(c)Upon the redemption or liquidation in full of all outstanding Preferred Units pursuant to the Partnership Agreement, each Unit then outstanding that is held by any Class B Member, GSO or any of its Affiliates shall be terminated and extinguished (including all rights and obligations associated therewith) and, other than the right to indemnification pursuant to Section 8.2 for the time period in which such Member was a Member of the Company, such Member shall not have any interest in the Company or any rights pursuant to this Agreement following such termination.

3.2Capital Contributions. All Members acknowledge and agree that the Capital Contributions set forth on Exhibit A as of the Effective Date represent the amount of money contributed by the Members to the Company as of the Effective Date.

3.3Return of Contribution. No Member is entitled to the return of any part of its Capital Contributions or to be paid interest in respect of either its Capital Account or its Capital Contributions. Any Capital Contribution that has not been repaid is not a liability of the Company or of the other Members. A Member is not required to contribute or to lend any cash or property to the Company to enable the Company to return the other Members’ Capital Contributions.

3.4Withdrawal of Capital. No Member has the right to withdraw any part of its Capital Contribution from the Company or to receive the return of any part of its Membership Interest in the Company prior to the Company’s liquidation and termination pursuant to Article X hereof.

3.5Additional Capital Contributions. No Class A Member or Class B Member shall be obligated to make additional Capital Contributions to the Company, and no Member is obligated to make any Capital Contributions except as the Members may otherwise expressly agree to in writing.

3.6Additional Members. In order for a Person to be admitted as a Member of the Company with respect to any Additional Units and the exercise of any rights hereunder relating thereto, such Person shall be required to have first delivered to the Company a written undertaking to be bound by the terms and conditions of this Agreement, together with such other documents and instruments as the Board reasonably determines to be necessary or appropriate in connection with the issuance of such Additional Units to such Person or to effect such Person’s admission as a Member.

Article IV
DISTRIBUTIONS AND ALLOCATIONS

4.1Distributions. All distributions by the Company shall be allocated to the Members pro rata in accordance with each Member’s respective Percentage Interests (at the time the amounts of such distributions are determined) and in such aggregate amounts and at such times as shall be determined by the Board. Subject to the limitations set forth in the Delaware Act and any other applicable Law, prior to the dissolution, winding-up and liquidation of the Company, the Board may, in its discretion, direct the Company to make distributions of cash or other property to the Members. Notwithstanding any provision to the contrary contained in this Agreement, neither the Company nor the Board, on behalf of the Company, shall be required or permitted to make a distribution to any Member on account of its Membership Interest if such distribution would violate the Delaware Act or other applicable Law. Any distributions pursuant to this Article IV made in error or in violation of Section 18-607(a) of the Delaware Act will, upon demand by the Board, be returned to the Company.

4.2Allocations. Unless otherwise required by the Allocation Regulations, all items of income, gain, loss, deduction and credits will be allocated to the Members pro rata in accordance with their respective Percentage Interests.

4.3Capital Accounts. The Company shall establish and maintain for each Member a separate capital account (“Capital Account”) in accordance with the Allocation Regulations.

Article V
MANAGEMENT

5.1Management by the Board of Directors. The powers, business and affairs of the Company and its Subsidiaries, including, without limitation, the powers, business and affairs of the Company that relate to management and Control of any of its Subsidiaries or the Partnership Group Companies, shall be exercised by or under the authority or direction of a board of directors (the “Board of Directors” or the “Board”), except for cases in which the approval of the Members is expressly required by non-waivable provisions of applicable law, including the Delaware Act, or in accordance with the express provisions of this Agreement. The Company shall cause the Partnership Group Companies to comply with contracts and agreements to which they are a party.

5.2Actions by the Board; Delegation of Authority and Duties; Reliance by Third Parties.

(a) In managing the business and affairs of the Company and exercising its powers, the Board may act through meetings and written consents pursuant to Sections 5.4 and 5.5, respectively, and through any Officer of the Company to whom authority and duties have been delegated pursuant to Section 5.6.

(b) Any Person dealing with the Company may rely on the authority of any Officer in taking any action in the name of the Company authorized by the Board without inquiry into the provisions of this Agreement or compliance herewith, regardless of whether that action actually is taken in accordance with the provisions of this Agreement.

5.3Board Composition.

(a) Composition.

(i)The Board shall initially be composed of five (5) directors (or such other number of directors as the Board may unanimously determine) that are natural persons (each, a “Director” and, collectively, the “Directors”). The Directors shall be “managers” within the meaning of Section 18-101 of the Delaware Act. No Director in his or her individual capacity shall have the authority to manage the Company or approve matters relating to, or otherwise to bind the Company, such powers being reserved to the Directors acting through the Board and to such other committees of the Board, and Officers and agents of the Company, as designated by the Board. Three (3) Directors shall be designated from time to time by the Class A Member (any Director so designated by the Class A Member, a “Sanchez Director”) and, subject to Section 5.3(d) and Section 5.3(e), two (2) Directors shall be designated from time to time by the Class B Member (any Director so designated by the Class B Member, a “GSO Director”). The Sanchez Directors and the GSO Directors as of the Effective Date are set forth on Exhibit B. Notwithstanding anything to the contrary provided herein and subject to Section 5.3(e), at any time during which the Class B Member is not entitled to appoint any GSO Directors, the Board does not include a representative of the GSO Investor or the consent of such representative is not required for the Company or any Partnership Group Company to take any act described in Section 5.7(b)(vi), the Class A Member shall appoint an Independent Director to the Board no later than five (5) Business Days after the occurrence of such triggering event. The Independent Director may only be

removed for Cause and no resignation or removal of the Independent Director shall be effective until (i) the Class A Member has provided the Credit Agreement Agent with five (5) Business Days’ prior written notice of such resignation or removal, and (ii) a successor Independent Director is appointed. No appointment of a successor Independent Director shall be effective until such successor shall have accepted his or her appointment as the Independent Director by a written instrument. In the event of a vacancy in the position of the Independent Director, the Class A Member shall, as soon as practicable, appoint a successor Independent Director.

(ii)Each Member having the right to designate a Director to the Board hereunder shall also have the right to designate one natural person to act as its Board observer at all meetings of the Board, which designation shall be made by written notice to the Company. No Board observer shall be entitled to vote on any matter presented to the Board. After receipt of each such designation under this Section 5.3(a)(ii), the Company will (A) give timely advance notice to each such Board observer of all such meetings of the Board and all proposals to such body for action without a meeting, (B) allow each such Board observer to attend all such meetings and (C) provide each such Board observer with copies of all written materials distributed to the Board, in connection with such meetings or proposals for action without a meeting, including but not limited to all minutes of previous actions and proceedings; provided, however, that each such Board observer shall agree to hold in confidence and trust all information so provided; and provided further, that the Company reserves the right to withhold any information and to exclude each such Board observer from any meeting or portion thereof if access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or result in disclosure of trade secrets.

(b) Removal; Vacancies. Subject to Section 5.3(a)(i), no Director may be removed from the Board except at the written direction of the Member(s) entitled to designate such Director, which Member(s) will upon any such removal be entitled to appoint an alternative Director to fill the vacancy. A Director may resign at any time, such resignation to be made in writing and to take effect immediately or on such later date as may be specified therein. Each of the Members may change or replace any of its respective Directors on the Board upon twenty-four (24) hours’ prior written notice to the Board and the other Members. Any vacancy in the Board, whether created by the removal, resignation, retirement of a Director or otherwise, shall be filled only by the Member entitled to designate such Director in accordance with this Section 5.3.

(c) Subsidiaries. To the extent any Subsidiary of the Company is not a member-managed limited liability company or partnership of which a Partnership Group Company is the managing general partner, the Company shall take all necessary action to ensure that the board of directors, board of managers, partnership committee or similar governing body of such Subsidiary of the Company shall be comprised of designees of each of the Class A Member(s), the Class B Member(s) and the Independent Director, if applicable, that, as nearly as is practicable, are in proportion to the number of their respective designees on the Board and require the vote, consent or decision (and presence for quorum) of each such designee to the same extent as would be required for comparable actions and meetings at the Board.

(d) Board Restructuring. Following an Investor Redemption Event and solely for so long as such Investor Redemption Event remains uncured, the size and composition of the Board shall automatically, and without further action by the Board or the Members, be increased in size to seven (7) Directors such that there shall be two (2) additional Directors that shall be designated by the Class B Member, and as a result of which there shall be four (4) GSO Directors in total and three (3) Sanchez Directors in total; provided that, once all pending Investor Redemption Events have been cured, the composition of the Board shall automatically, and without further action by the Board or the Members, be reconstituted in accordance with Section 5.3(a)(i) and the

Class B Member shall notify the Company which two (2) natural persons will serve as the GSO Directors, unless Section 5.3(e) would apply at such time.

(e) Automatic Resignation. Notwithstanding anything to the contrary contained herein, upon the redemption or liquidation in full of all outstanding Preferred Units pursuant to the Partnership Agreement, (i) all GSO Directors shall automatically be deemed to resign from the Board at the time of such redemption, (ii) the right of the Class B Member to appoint Directors pursuant to Section 5.3(a)(i) or Section 5.3(d), as applicable, shall be null and void and shall be of no further force and effect, (iii) the Class A Member shall have the right to appoint all members of the Board following such redemption and (iv) the Class A Member shall designate one natural person to serve as the Independent Director; provided however, that the Independent Director shall only vote on matters set forth in Section 5.7(c).

5.4Board Meetings; Quorum; Vote Required.

(a) Meetings. The Board shall meet at least quarterly at the offices of the Company (or such other place as determined by the Board). Special meetings of the Board, to be held at the offices of the Company (or such other place as shall be determined by the Board), shall be called at the direction of any one Director, upon reasonable advance notice, but in any event upon not less than forty-eight (48) hours’ prior written notice, to all Directors. Subject to the requirements of the Delaware Act, the Delaware Certificate or this Agreement for notice of meetings, the Directors may participate in and hold a meeting of the Board by means of a conference telephone or similar communications equipment by means of which all Persons participating in the meeting can hear each other, and participation in such meeting shall constitute attendance and presence in person at such meeting, except where a Person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened or is not called or convened in accordance with this Agreement. Attendance of a Director at a meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business on the ground that such meeting is not properly called or convened. All meetings of the Board shall be presided over by the chairman of the meeting, who shall be a Person designated by a majority of the Directors. The chairman of the meeting of the Board shall determine the order of business and the procedure at the meeting, including such regulation of the manner of voting and the conduct of discussion as determined by him or her to be in order.

(b) Quorum. At all meetings of the Board, the presence of a majority of the number of Directors fixed by this Agreement, including at least one GSO Director, or for so long as the Board has seven (7) Directors pursuant to Section 5.3(d), at least one Sanchez Director (such Director, as applicable, the “Minority Director”), shall be necessary and sufficient to constitute a quorum for the transaction of business at any meeting of the Board; provided, however, that if at least one Minority Director is not present at a meeting of the Board called in accordance with the terms of this Agreement and is not present at the rescheduled meeting of the Board, then no Minority Director(s) shall be required in order to establish a quorum at any meeting that is rescheduled after the initially rescheduled meeting. Notwithstanding the foregoing, at any meeting which will require a vote under Section 5.7(c), the Independent Director must be present to establish a quorum. Participation by a Director in a meeting in accordance with Section 5.4(a), or pursuant to a valid written consent pursuant to Section 5.5, shall constitute presence in person at a meeting. If a quorum is not present at any meeting of the Board, the Directors present thereat may adjourn the meeting from time to time for a period not to exceed sixty (60) days, without notice other than announcement at the meeting, until a quorum is present. A Director may be counted as present for purposes of a quorum of the Board pursuant to a valid written proxy delivered to another Director who is present at such Board meeting.

(c) Board Voting. On all matters requiring the vote or action of the Board, each Director shall be entitled to one vote. Subject to Sections 5.7(b) and 5.7(c), all actions undertaken by the Board must be authorized by the affirmative vote of a majority of Directors at any meeting at which a quorum is present.

(d) Compensation of Directors. Directors shall not be entitled to any compensation unless otherwise determined by the Board, acting with unanimous consent.

5.5Action by Written Consent. Any action permitted or required by the Delaware Act, the Delaware Certificate or this Agreement to be taken at a meeting of the Board may be taken without a meeting if a consent in writing, setting forth the action to be taken, is signed by all the Directors entitled to vote thereon. Such consent shall have the same force and effect as a unanimous vote at a meeting and may be stated as such in any document or instrument filed with the Secretary of State of the State of Delaware, and the execution of such consent shall constitute attendance or presence in person at a meeting of the Board.

5.6Officers.

(a) The Officers of the Company shall be appointed as provided in this Section 5.6 and shall include a President and Chief Executive Officer (the “CEO”), a Chief Financial Officer and a Chief Operations Officer, and may include a Secretary, a Treasurer, one or more Vice Presidents (including, one or more Executive or Senior Vice Presidents), and such other Officers with such titles and responsibilities as the Board may from time to time determine. The Board may choose not to fill any office for any period as it may deem advisable. Any two or more offices may be held by the same Person and Officers need not be employees of the Company. The CEO shall be appointed by the Board. The CEO shall nominate all other potential Officers of the Company, subject to the Board’s confirmation and approval in accordance with Section 5.7(a)(xvii), and any such potential Officer shall become an Officer of the Company upon receipt of such Board confirmation and approval. Each Officer shall hold office until a successor is duly elected and qualified or until the earlier of his or her death, resignation or removal as hereinafter provided. Any Officer of the Company may be removed at any time by the Board. Any vacancy occurring in any office of an Officer because of death, resignation, removal, disqualification or otherwise, may be filled by the Board then in office. In the case of the absence or disability of any Officer of the Company and of any Person hereby authorized to act in such Officer’s place during such Officer’s absence or disability, the Board may by resolution delegate the powers and duties of such Officer to any other Officer, or to any other Person whom it may select. Subject to (i) Section 5.7, (ii) any limitations, restrictions or directions provided for in this Agreement or by the Board and (iii) the general oversight of the Board, the CEO and other Officers of the Company shall have, in a manner consistent with the management and control granted to officers of a corporation under the laws of the state of Delaware, power and authority to manage and control the day-to-day business, operations and affairs of the Company in the ordinary course of its business, to make all decisions affecting the day-to-day business, operations and affairs of the Company in the ordinary course of its business and to take all such actions as they determine necessary or appropriate to accomplish the foregoing.

(b) The Officers of the Company as of the Effective Date are set forth on Exhibit C hereto.

(c) Except as may otherwise be determined by the Board, the duties and responsibilities of the Officers of the Company shall be as follows:

(i)CEO. The CEO shall have general and active management and control of the business and affairs of the Company, subject to the control of the Board, and shall see that all orders and resolutions of the Board are carried into effect, and shall perform all other duties incident to such office.

(ii)Chief Financial Officer. The Chief Financial Officer shall have general and active management and control of the financial affairs of the Company, including assisting in the preparation of the capital budget, subject to the control of the CEO and the Board.

(iii)Chief Operations Officer. The Chief Operations Officer shall have general and active management and control of the operations of the Company, subject to the control of the CEO and the Board.

(iv)Vice Presidents. Vice Presidents, if any, in order of their seniority or in any other order determined by the Board, shall generally assist the CEO, the Chief Financial Officer and the Chief Operations Officer and perform such other duties as the Board or the CEO shall prescribe.

(v)The Secretary. The Secretary shall, to the extent practicable, attend all meetings of the Board and all meetings of the Members and shall record all votes and the minutes of all proceedings in a book to be kept for that purpose, and shall perform the same duties for any committee of the Board when so requested by such committee. The Secretary shall give or cause to be given notice of all meetings of the Members and of the Board, shall perform such other duties as may be prescribed by the Board or the CEO and shall act under the supervision of the CEO and the Chief Operations Officer. The Secretary shall keep in safe custody the seal of the Company, if any, and affix the same to any instrument that requires that the seal be affixed to it and which shall have been duly authorized for signature in the name of the Company and, when so affixed, the seal shall be attested by his signature or by the signature of the Treasurer. The Secretary shall keep in safe custody the certificate books and Member records and such other books and records of the Company as the Board or the CEO may direct and shall perform all other duties incident to the office of Secretary and such other duties as from time to time may be assigned by the Board, the CEO or the Chief Operations Officer.

(vi)The Treasurer. The Treasurer shall have the care and custody of all the funds of the Company and shall deposit such funds in such banks or other depositories as the Board, or any Officer(s) or any Officer and agent jointly, duly authorized by the Board, shall, from time to time, direct or approve. The Treasurer shall disburse the funds of the Company under the direction of the Board, the CEO, the Chief Financial Officer and the Chief Operations Officer. The Treasurer shall keep a full and accurate account of all moneys received and paid on account of the Company and shall render a statement of accounts whenever the Board, the CEO, the Chief Financial Officer or the Chief Operations Officer shall so request and shall perform such other duties incident to the office of Treasurer and such other duties as from time to time may be assigned by the Board, the CEO, the Chief Financial Officer or the Chief Operations Officer.

(d) The Officers, in the performance of their duties as such, shall owe to the Company duties of loyalty and due care of the type owed by the officers of a corporation to such corporation and its stockholders under the laws of the State of Delaware.

5.7Actions Requiring Approval.

(a) Board Approval. In addition to such other matters as the Board may from time to time by resolution determine, none of the Company, any of its Subsidiaries, any of the Partnership Group Companies nor any Officer or agent of the Company on behalf of the Company, any of its Subsidiaries or any of the Partnership Group Companies, shall take any of the actions described in this Section 5.7(a) without the approval of the Directors constituting a majority of the Board (in accordance with Section 5.4), unless the taking of such action is expressly and specifically contemplated by any capital budget approved pursuant to this Section 5.7(a):

(i)approve, amend, supplement, change or modify any semi-annual plan or budget of the Company, any of its Subsidiaries or any of the Partnership Group Companies;

(ii)incur general and administrative expenses including “Overhead Costs” as defined in the MSA, (A) in excess of $5.0 million each year during the two calendar years following the Effective Date and (B) thereafter, in excess of $10.0 million in any calendar year;

(iii)other than (A) drawings under the Credit Agreement or Replacement Credit Agreement for expenditures or other applications in each case that are items included in the then applicable plan or budget approved in accordance with Section 5.7(a)(i) above, (B) Indebtedness not to exceed an aggregate of $15.0 million at any time outstanding for capital leases and purchase money security interests or (C) the incurrence of trade payables arising in the ordinary course of business and obligations under Hedge Agreements, (1) create or incur any Indebtedness, assume any Indebtedness of, or guarantee or otherwise become responsible for the obligations of, any Person, in any single transaction or series of transactions, (2) redeem prior to maturity or refinance any Senior Debt or any other Indebtedness funded or committed at the date of either Preferred Unit Closing (other than pursuant to the mandatory prepayment or redemption provisions thereof) or (3) permit, create or suffer to exist any Lien (other than Permitted Liens) arising from Indebtedness on any material assets or properties of the Company, any of its Subsidiaries or any of the Partnership Group Companies;

(iv)alter, repeal, amend or adopt, or consent to the waiver of, any provision of this Agreement or the Delaware Certificate or the governing document of any of the Partnership Group Companies;

(v)change, amend or otherwise modify, or take action outside of, the Company’s purpose (as set forth in Section 1.9) or the Partnership’s purpose (as set forth in Section 2.4 of the Partnership Agreement), or engage in any business activity outside of the AMI;

(vi)effect any recapitalization, restructuring or reorganization or any Unit, Preferred Unit or Common Unit split;

(vii)dissolve the Company, any of its Subsidiaries or any of the Partnership Group Companies; take any action that would result in a Bankruptcy Event; adopt a plan of liquidation of the Company any of its Subsidiaries or any of the Partnership Group Companies; take any action to commence any suit, case, proceeding or other action under any existing or future Law of any jurisdiction relating to bankruptcy, insolvency, reorganization or relief of debtors seeking to have an order for relief entered with respect to the Company, any of its Subsidiaries or any of the Partnership Group Companies, or seeking to adjudicate the Company, any of its Subsidiaries or any of the Partnership Group Companies as bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to the Company, any of its Subsidiaries or any of the Partnership Group Companies; appoint a receiver, trustee, custodian or other similar official for the Company, any of its Subsidiaries or any of the Partnership Group Companies, or for all or any material portion of the assets of the Company, any of its Subsidiaries or any of the Partnership Group Companies; or make a general assignment for the benefit of the creditors of the Company, any of its Subsidiaries or any of the Partnership Group Companies;

(viii)directly or indirectly purchase or otherwise acquire any assets or all or any part of the business of, or Equity Interests in, or invest in or make a capital contribution to, any Person

(other than a wholly owned Subsidiary of the Company), including in connection with the formation of or participation in any joint venture, partnership or similar arrangement;

(ix)make a loan or extend credit (other than, in the ordinary course, trade credit) to any Person;

(x)enter into any agreement with respect to, or consummate, any sale of any business or assets, whether by sale, merger, consolidation, restructuring, conversion, recapitalization, transfer or disposition of assets (including, without limitation, entry into any contract, arrangement or other commitment in connection with any volumetric production payment or forward sale of hydrocarbon production), other than with respect to the Partnership’s sale of production in the ordinary course of business;

(xi)effect any merger, consolidation or other similar business combination of the Company, any of its Subsidiaries or any of the Partnership Group Companies or any sale of all or substantially all of the assets of the Company, any of its Subsidiaries or any of the Partnership Group Companies;

(xii)except as set forth in Section 5.8 or as set forth in the Securities Purchase Agreement, issue any Additional Units, Equity Interests or Equity Securities;

(xiii)enter into, amend, modify or terminate any commodity, basis or interest rate hedges or swaps or other derivative transactions, including, without limitation, any Hedging Activity in effect as of the date of the Anadarko Closing or required pursuant to Section 6.7 of the Partnership Agreement;

(xiv) initiate any litigation or other legal or administrative proceeding or enter into any settlement agreement with respect to any such litigation or other legal or administrative proceeding that requires the payment of any amount greater than $1,000,000 or settle any disputes related to accounts receivable or accounts payable in excess of $1,000,000;

(xv)change or modify any accounting policies, except as required by applicable regulatory authorities or independent accountants;

(xvi)enter into, terminate, extend, enforce, amend, or modify, or waive any right under, any contract, agreement, arrangement or transaction between the Company, any of its Subsidiaries or any of the Partnership Group Companies, on the one hand, and any Member or any Affiliate of a Member, on the other hand;

(xvii)approve the appointment, hiring, termination or removal of any Officer;

(xviii)appoint, remove or terminate the engagement of, or cause the Company or any Subsidiary of the Company to appoint, remove or terminate the engagement of, the independent auditors or reserve engineer for the Company or such Subsidiary; provided that, as of the date of the Effective Date, the Company’s independent auditors shall be KPMG LLP and the Company’s reserve engineer shall be Ryder Scott Company, L.P. and no further Board approval shall be required under this Section 5.7(a)(xviii) for such initial appointments;

(xix)(A) change or designate the Tax Matters Member or Partnership Representative or, except as contemplated by this Agreement, make any tax election or take, or cause the Company or any Subsidiary of the Company to take, any other action with respect to taxes, including causing

the Company or any Subsidiary of the Company to be classified as other than a partnership for federal income tax purposes, or (B) change or designate the Tax Matters Partner or Partnership Representative (each as defined in the Partnership Agreement) pursuant to the Partnership Agreement;

(xx)enter into, terminate or amend any agreement that could reasonably be expected to result in obligations of more than $10.0 million in any 12-month period that are not otherwise included in the capital budget;

(xxi)make or declare any distribution or dividend of the Company;

(xxii)authorize any Subsidiary to make or declare any distribution or dividend or determine the amount of Available Cash;

(xxiii)effectuate an initial public offering of any Equity Interests of the Company or any of its Subsidiaries or any of the Partnership Group Companies;

(xxiv)enter into an agreement with respect to or consummate any Change of Control, Disposition Transaction or any liquidation or dissolution pursuant to Section 12.2 of the Partnership Agreement;

(xxv)approve or disapprove of a transfer of all or any part of the General Partner Interest (as defined in the Partnership Agreement) in the Partnership;

(xxvi)make any payments or distributions to, or effect any redemptions in respect of, Common Units, or make any distributions on any Equity Interests other than in cash;

(xxvii)amend or modify any Senior Debt Agreement, Replacement Credit Agreement or any agreement governing Indebtedness required to be approved by the Board or related documents thereto;

(xxviii) enter into, terminate, extend, amend, or modify any midstream or marketing agreement, including, but not limited to, the Hydrocarbons Marketing Agreement;

(xxix)create any Subsidiary or invest in any Subsidiary that is not wholly owned by the Company;

(xxx)appoint the UnSub Representative to the Operating Committee pursuant to the Joint Development Agreement; or

(xxxi)take any action, authorize or approve, or enter into any binding agreement with respect to or otherwise commit to do any of the foregoing.

(b) Full Board and Class B Member Approval. Notwithstanding anything to the contrary in this Agreement (including duplicative provisions in Section 5.7(a)), in addition to such other matters as the Board may from time to time by resolution determine, so long as there are any Preferred Units outstanding, none of the Company, any of its Subsidiaries, any of the Partnership Group Companies nor any Officer or agent of the Company on behalf of the Company, any of its Subsidiaries or any of the Partnership Group Companies, shall take any of the following actions without having first obtained the unanimous approval of the Directors constituting the entire Board (other than, for the avoidance of doubt, any Independent Director) and the Class B Member(s) holding a majority of the then-outstanding Preferred Units (together, “Special Approval”):

(i)incur general and administrative expenses, including “Overhead Costs” as defined in the MSA, (A) in excess of $5.0 million each year during the two calendar years following the Effective Date and (B) thereafter, in excess of $10.0 million in any calendar year; provided that no such general and administrative costs may be incurred without Special Approval if such general and administrative costs do not constitute actual costs (on a cost pass-through and no profit basis) incurred by the “Manager” (as such term is defined under the MSA) or its Affiliates that are incremental costs (over and above cost structure prior to the Anadarko Closing) incurred in connection with the businesses of the Company, its Subsidiaries and Partnership Group Companies, and, to the extent such general and administrative costs relate to the management of properties or assets in which any of the (x) Partnership Group Companies and (y) Sanchez Vehicles and/or Blackstone Newco own an interest, such costs are allocated 60% to the Partnership and 40% to the Sanchez Vehicles, respectively, after taking into account reimbursements of such costs from Blackstone Newco, if applicable;

(ii)other than (A) any drawings under the Senior Debt Agreement(s) (1) at the time of the KNOC Closing or Dual Closing, if any, and for the first year thereafter under the Demand Facility not to exceed an aggregate of $500.0 million (provided that exchange into a Demand Facility pursuant to the terms of the Fee Letter as of the date hereof with the first year of the closing shall be permitted hereunder), or (2) at the time of the Anadarko Closing that occurs in a Separate Closing, and for the first year thereafter (subject to increase at the KNOC Closing, if applicable, pursuant to clause (ii)(A)(1)) under the Demand Facility not to exceed an aggregate of $330.0 million (provided that exchange into a Demand Facility pursuant to the terms of the Fee Letter as of the date hereof with the first year of the closing shall be permitted hereunder), in each case such amount to be reduced by the value of the Initial Debt Replacement Units, if any, and Final Debt Replacement Units, if any, funded in accordance with Section 2.01(c) or Section 2.02(b), respectively, of the Securities Purchase Agreement), (B) any drawings under the Credit Agreement or Replacement Credit Agreement(s) following the Anadarko Closing, provided that (I) after giving effect to such drawing(s), the remaining undrawn committed capacity under the Credit Agreement or Replacement Credit Agreement(s) is not less than twenty percent (20%) of the total committed borrowing base then available under the Credit Agreement or Replacement Credit Agreement(s) and (II) pro forma for such drawing and the application of such proceeds as approved by the Board, the Partnership will not have more than $25.0 million of cash on hand; provided further that total outstanding Indebtedness under clauses (A) and (B) of this Section 5.7(b)(ii) shall not exceed $700.0 million if the Tag Right Interests are transferred or conveyed in connection with the exercise of the Tag Right, or $466.0 million if the Tag Right Interests are not so transferred or conveyed, at any time without Special Approval, (C) Indebtedness not to exceed $15.0 million at any time outstanding for capital leases and purchase money security interests and (D) the incurrence of trade payables arising in the ordinary course of business and obligations under Hedge Agreements, (1) create or incur any Indebtedness, assume any Indebtedness of, or guarantee or otherwise become responsible for the obligations of, any Person, in any single transaction or series of transactions, (2) redeem prior to maturity utilizing Indebtedness or refinance any Senior Debt or any other Indebtedness funded or committed at the date of either Preferred Unit Closing (other than pursuant to the mandatory prepayment or redemption provisions thereof) or (3) permit, create or suffer to exist any Lien (other than Permitted Liens) arising from Indebtedness on any material assets or properties of the Company, any of its Subsidiaries or any of the Partnership Group Companies; provided that, notwithstanding anything to the contrary in this Section 5.7(b)(ii), neither the unanimous approval of the Directors constituting the entire Board nor the approval of the Class B Member shall be required in connection with the incurrence of any Indebtedness if the proceeds of such Indebtedness are used to redeem the outstanding Preferred Units in full, inclusive of an amount of cash equal to the Base

Preferred Return Amount with respect to each outstanding Preferred Unit, as may be required pursuant to the Partnership Agreement;

(iii)amend or modify any Senior Debt Agreement, Replacement Credit Agreement or any other agreement governing other Indebtedness, including any document related thereto, other than as relating to the incurrence of Indebtedness under Section 5.7(a)(iii)(B) or Section 5.7(b)(ii)(C) that does not require Special Approval;

(iv)change, amend or otherwise modify, or take action outside of, the Company’s purpose (as set forth in Section 1.9) or the Partnership’s purpose (as set forth in Section 2.4 of the Partnership Agreement), or engage in any business activity outside of the Core Area of the AMI;

(v)effect any recapitalization, restructuring or reorganization or any Unit, Preferred Unit or Common Unit split; provided that the foregoing shall not restrict the issuance of additional Common Units pursuant to the terms of the Partnership Agreement;

(vi)dissolve the Company, any of its Subsidiaries or any of the Partnership Group Companies; take any action that would result in a Bankruptcy Event of the Company, any of its Subsidiaries or any of the Partnership Group Companies; adopt a plan of liquidation of the Company any of its Subsidiaries or any of the Partnership Group Companies; take any action to commence any suit, case, proceeding or other action under any existing or future Law of any jurisdiction relating to bankruptcy, insolvency, reorganization or relief of debtors seeking to have an order for relief entered with respect to the Company, any of its Subsidiaries or any of the Partnership Group Companies, or seeking to adjudicate the Company, any of its Subsidiaries or any of the Partnership Group Companies as bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to the Company, any of its Subsidiaries or any of the Partnership Group Companies; appoint a receiver, trustee, custodian or other similar official for the Company, any of its Subsidiaries or any of the Partnership Group Companies, or for all or any material portion of the assets of the Company, any of its Subsidiaries or any of the Partnership Group Companies; or make a general assignment for the benefit of the creditors of the Company, any of its Subsidiaries or any of the Partnership Group Companies;

(vii)directly or indirectly purchase or otherwise acquire any assets or all or any part of the business of, or Equity Interests in, or invest in or make a capital contribution to, any Person (other than a wholly owned Subsidiary of the Company), including in connection with the formation of or participation in any joint venture, partnership or similar arrangement;

(viii)make a loan or extend credit (other than in the ordinary course trade credit) to any Person;

(ix)enter into any agreement with respect to, or consummate, any sale of any business or assets, whether by sale, merger, consolidation, restructuring, conversion, recapitalization, transfer or disposition of assets (including, without limitation, any exercise of tag rights of the Partnership or the occurrence of a Sale Transaction, in each case, under the Joint Development Agreement, or entry into any contract, arrangement or other commitment in connection with any volumetric production payment or forward sale of hydrocarbon production), other than with respect to the Partnership’s sale of production in the ordinary course of business or a sale that occurs concurrent with the redemption of the outstanding Preferred Units in full, inclusive of an

amount of cash equal to the Base Preferred Return Amount with respect to each outstanding Preferred Unit (as may be required pursuant to the Partnership Agreement);

(x)(A) create, grant or issue any Additional Units or Equity Interests of the Company or (B) create, grant or issue (1) a General Partner Interest (as defined in the Partnership Agreement) or (2) any Equity Securities of the Partnership that (w) have a liquidation preference or any rights senior to or on parity with the Preferred Units, (x) require the Partnership to pay dividends or distributions that will have priority to or parity with dividends or distributions payable on the Preferred Units, (y) have rights to dividends or distributions that would reduce the Preferred Units’ distributions under the Partnership Agreement or that would be permitted to receive cash distributions prior to liquidation or redemption of the outstanding Preferred Units in full, inclusive of an amount of cash equal to the Base Preferred Return Amount with respect to each outstanding Preferred Unit (as may be required pursuant to the Partnership Agreement), or (z) results in Sanchez Parent and its Affiliates beneficially owning less than 51.0% of the economic interest in the Partnership (excluding any economic interest related to the Preferred Units);

(xi)enter into, amend, modify or terminate any commodity, basis or interest rate hedges or swaps or other derivative transactions other than those permitted to be entered into pursuant to Section 6.7 of the Partnership Agreement;

(xii)initiate, compromise or settle any litigation, administrative proceeding or other dispute involving an amount greater than $2,500,000;

(xiii)enter into, terminate, extend, enforce, amend, or modify, or waive any right under, any contract, agreement, arrangement or transaction between the Company, any of its Subsidiaries or any of the Partnership Group Companies, on the one hand, and any Member or any Affiliate of a Member, on the other hand; provided, that (A) with respect to any contract, agreement, arrangement or transaction between any of the Partnership Group Companies, on the one hand, and an Affiliate of a Member (other than, with respect to the Sanchez Investor, SPP), on the other hand, no such approval shall be required under this Section 5.7(b)(xiii) if the entry into, termination, extension, enforcement, amendment or modification of, or waiver of any right under, such contract, agreement, arrangement or transaction (x) is on terms no less favorable to the Partnership Group Companies than would be obtained in a comparable arm’s length transaction with an independent third party and (y) (I) such action would not be reasonably expected to (and does not ultimately) result in revenue to, or costs or expenses incurred by, the Company, any of its Subsidiaries or the Partnership Group Companies of more than $5.0 million or (II) such action together with all prior such action(s) in respect of any Member or Affiliate of any Member would not be reasonably expected to result in revenue to, or costs or expenses incurred by, the Company, any of its Subsidiaries or the Partnership Group Companies when considered in the aggregate of more than $25.0 million for any period of time (the immediately preceding clauses (I) and (II) collectively, the “Affiliate Threshold”) and (B) with respect to any contract, agreement, arrangement or transaction between any of the Partnership Group Companies, on the one hand, and SPP, on the other hand, that is in excess of the Affiliate Threshold, the approval of the Class B Member required under this Section 5.7(b)(xiii) shall not be unreasonably withheld, conditioned or delayed; provided that it is expressly acknowledged that the Class B Member may withhold such approval or consent if the contract, agreement, arrangement or transaction with SPP (x) is on terms less favorable to the Partnership Group Companies than would be obtained in a comparable arm’s length transaction with an independent third party or (y) is not approved in writing by the independent members of the board of directors of Sanchez Parent, the conflicts committee of the board of directors of the general partner of SPP and Blackstone Newco, or (z) Sanchez Parent and

its Affiliates and Blackstone Newco, respectively, are not assuming a proportional share of such contract, agreement, arrangement or transaction, based on each party’s respective working interests associated with the related contract or expenditure, on the same terms and conditions as the Partnership; provided that, notwithstanding anything to the contrary in this Section 5.7(b)(xiii), neither the unanimous approval of the Directors constituting the entire Board nor the approval of the Class B Member shall be required in connection with any sale of any business or assets to any Member or any Affiliate of a Member if the proceeds of such sale are used to redeem the outstanding Preferred Units in full, inclusive of an amount of cash equal to the Base Preferred Return Amount with respect to each outstanding Preferred Unit, as may be required pursuant to the Partnership Agreement.

(xiv)appoint, remove or terminate the engagement of, or cause the Company or any Subsidiary of the Company or Partnership Group Company to appoint, remove or terminate the engagement of, the independent auditors or reserve engineer for the Company or such Subsidiary; provided that, as of the Effective Date, the Company’s and the Partnership’s independent auditors shall be KPMG LLP and the Company’s reserve engineer shall be Ryder Scott Company, L.P. and no further approval shall be required under this Section 5.7(b)(xiv) for such initial appointments; provided further, that following the Effective Date, no approval shall be required under this Section 5.7(b)(xiv) for the appointment of any entity that is listed in Exhibit D hereto as a successor of the independent auditor or reserve engineer, as applicable, provided that the entity designated as the successor independent auditor or reserve engineer is the then-current independent auditor or independent reserve engineer for the Class A Member;

(xv)(A) change or designate the Tax Matters Member or Partnership Representative or make any tax election or take, or cause the Company or any Subsidiary of the Company to take, any action with respect to taxes that would cause the Company or any Subsidiary of the Company to be classified as other than a partnership for federal income tax purposes, or (B) change or designate the Tax Matters Partner or Partnership Representative (each as defined in the Partnership Agreement) pursuant to the Partnership Agreement;

(xvi)enter into an agreement with respect to or consummate any Change of Control, Disposition Transaction or any liquidation or dissolution pursuant to Section 12.2 of the Partnership Agreement unless, upon the consummation of such Change of Control, Disposition Transaction or liquidation or dissolution, as the case may be, all outstanding Preferred Units will be redeemed in full, inclusive of an amount of cash equal to the Base Preferred Return Amount with respect to each outstanding Preferred Unit (as may be required pursuant to the Partnership Agreement);

(xvii)transfer all or any part of the General Partner Interest (as defined in the Partnership Agreement) in the Partnership;

(xviii)make any payments or distributions to, or effect any redemptions in respect of, Common Units, in each case, prior to the redemption in full of all Preferred Units by the Partnership, inclusive of an amount of cash equal to the Base Preferred Return Amount with respect to each outstanding Preferred Units (as may be required pursuant to the Partnership Agreement), or make any distributions on any Equity Interests other than in cash;

(xix)terminate, extend, amend, or modify the Hydrocarbons Marketing Agreement and the Sanchez Letter Agreement;

(xx)create any Subsidiary;

(xxi)make or agree to make any amendment, supplement, modification or waiver of any provision of the Joint Development Agreement that, if implemented, would adversely impact the Company, any of its Subsidiaries or any of the Partnership Group Companies in any material respect, including, without limitation, the spacing protections set forth in Section 5.3 of the Joint Development Agreement;

(xxii)make or agree to make any amendment, supplement, modification or waiver of any provision in either of the Springfield Gathering Agreements that, if implemented, would adversely impact the Partnership Group Companies in any material respect, including any increase in fees or extension of any applicable duration of the demand charge period;

(xxiii)make any election for capital expenditures on behalf of any Partnership Group Company that is different than the election made by a Sanchez Vehicle with respect to operations on assets in which the Partnership Group Companies and Sanchez Vehicles both own an interest (i.e., non-consent for the Partnership and consent for Sanchez Vehicle, or vice versa);

(xxiv)if, as of the end of a calendar quarter preceding the date of determination, the PDP PV-10 Ratio is less than the then-effective Test Level, elect to non-consent for greater than five percent (5%) of the gross wells proposed by Persons other than the Sanchez Vehicles in any rolling twelve-month period; provided that regardless of whether the PDP PV-10 Ratio is equal to or greater than the then-effective Test Level, except pursuant to the rights of the Operating Committee under the Joint Development Agreement, Special Approval shall be required to non-consent to greater than five percent (5%) of gross wells proposed by Blackstone Newco or its Affiliates (or successor owners of its working interests) in any rolling twelve-month period;

(xxv) make capital expenditures for drilling and completion of wells in any quarterly period commencing twenty-four (24) months after the Effective Date in which as of the end of the calendar quarter preceding the date of determination the PDP PV-10 Ratio was less than the then-effective Test Level, provided that if such capital expenditures constitute an “Approved Operation” (as defined in the Joint Development Agreement) pursuant to the Joint Development Agreement, then the required approval pursuant to this Section 5.7(b)(xxv) will only be applicable to an amendment or modification of such “Approved Operation” or approval of a subsequent “Approved Operation”;

(xxvi)if, as of the end of a calendar quarter preceding the date of determination, the PDP PV-10 Ratio is less than the then-effective Test Level, make any elections under the Joint Development Agreement or any Operating Agreement in respect of the Partnership’s properties with respect to the operation or series of related operations on Existing Producing Wells in excess of $25.0 million in any year;

(xxvii)admit or accept any Obligation (as such term is defined in the APC/KM PSA) contained in any Claim Notice (as such term is defined in the APC/KM PSA) received pursuant to the APC/KM PSA;

(xxviii) provide consent to any transaction pursuant to Section 4(d) or Section 4(f) of the Sanchez Letter Agreement; or

(xxix) take any action, authorize or approve, or enter into any binding agreement with respect to or otherwise commit to do any of the foregoing.

(c) Notwithstanding anything to the contrary in this Agreement, at any time during which an Independent Director is required to be appointed, none of the Company, any of its Subsidiaries, any of the Partnership Group Companies nor any Officer or agent of the Company on behalf of the Company, any of its Subsidiaries or any of the Partnership Group Companies, shall, without the consent of the entire Board, including the Independent Director, take any action that would result in a Bankruptcy Event of the Company, any of its Subsidiaries or any of the Partnership Group Companies; adopt a plan of liquidation of the Company any of its Subsidiaries or any of the Partnership Group Companies; take any action to commence any suit, case, proceeding or other action under any existing or future Law of any jurisdiction relating to bankruptcy, insolvency, reorganization or relief of debtors seeking to have an order for relief entered with respect to the Company, any of its Subsidiaries or any of the Partnership Group Companies, or seeking to adjudicate the Company, any of its Subsidiaries or any of the Partnership Group Companies as bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to the Company, any of its Subsidiaries or any of the Partnership Group Companies; appoint a receiver, trustee, custodian or other similar official for the Company, any of its Subsidiaries or any of the Partnership Group Companies, or for all or any material portion of the assets of the Company, any of its Subsidiaries or any of the Partnership Group Companies; or make a general assignment for the benefit of the creditors of the Company, any of its Subsidiaries or any of the Partnership Group Companies.

5.8Issuance of Preferred Units and Certain Debt Matters. If after the Effective Date, (a) an event of default or borrowing base deficiency (or analogous term or event) under any of the Senior Debt Agreements or any other agreements governing any material Indebtedness of any of the Partnership Group Companies (including, without limitation, any Replacement Credit Agreement) has occurred and such event of default remains uncured by the applicable Partnership Group Company for ten (10) Business Days following receipt by the Company of notice of such event of default or (b) any of the Senior Debt Agreements, Replacement Credit Agreements or any other agreements governing any material Indebtedness of any of the Partnership Group Companies prohibits the payment by the Partnership of any Tax Distributions (as defined in the Partnership Agreement) or, following the date that is twelve (12) months following the Effective Date, Distributions in cash on the Preferred Units pursuant to Section 4.1(b) of the Partnership Agreement and such prohibition persists for ten (10) Business Days after the date such distribution is due to be paid, then, notwithstanding Section 5.7, the Class B Member shall have the right, in its sole discretion, to cause the Partnership to issue additional Preferred Units, which number of Preferred Units shall be determined by the Class B Member, in its sole discretion following consultation with the Board, to the GSO Partner on the same terms and conditions that the Preferred Units were issued to the GSO Partner on the Effective Date. In order to exercise such right, the Class B Member shall deliver a written notice (an “Additional Preferred Units Notice”) to the Company setting forth the request and the number of Preferred Units to be issued by the Partnership. Notwithstanding Section 5.7, upon receipt of the Additional Preferred Units Notice, the Company and the Board shall be required to cause the Partnership (A) to enter into a purchase agreement with the GSO Partner in substantially the form attached hereto as Exhibit E (with any such changes to the extent the parties thereto may mutually agree) and (B) to issue the number of Preferred Units set forth in the Additional Preferred Units Notice within five (5) Business Days of receipt of the Additional Preferred Units Notice. The Partnership shall use the proceeds from the issuance of such Preferred Units to the GSO Partner solely to repay outstanding Indebtedness of any of the Partnership Group Companies under any of the Senior Debt Agreements or any other agreements governing any material Indebtedness of any of the Partnership Group Companies (including a Replacement Credit Agreement) so as to remedy the applicable condition(s) described in clauses (a) and (b) of this Section 5.8.

5.9Enforcement of Affiliate Contracts. Notwithstanding anything to the contrary in Section 5.7, each of the Members agree that any term or condition of any arrangement, agreement or contract between the Company, any of its Subsidiaries or any of the Partnership Group Companies, on the one hand, and any Affiliate of a Member or Affiliate of the Company (excluding at any pertinent time, any Subsidiary of the Company or Partnership Group Company), on the other hand, other than the APC/KM PSA, shall be exercised or enforced by

the Company, the applicable Subsidiary or the applicable Partnership Group Company as directed by the non-Affiliated Member, without the requirement of the approval by the Board or any other Person; provided, however, that any such exercise or enforcement shall not entitle such non-Affiliated Member to vary any obligation of the Company or of such Affiliate under such arrangement, agreement or contract. The Company will provide to the non-Affiliated Member copies of all formal notices or material correspondence under any of such arrangements, agreements or contracts at the same time as delivery to any counterparty under such arrangements, agreements or contracts. For clarity, the foregoing shall not permit the Class B Member to enforce the rights and obligations of any Partnership Group Company under the Joint Development Agreement or any Operating Agreement to the extent that the term or condition of such arrangement, agreement or contract relates solely to a party that is not an Affiliate of a Member or Affiliate of the Company (provided, for the avoidance of doubt, the foregoing shall not limit the Class B Member, or the rights of its designees to the Board, under Sections 5.7(a) and 5.7(b)); provided further that, for clarity, the Class B Member shall be entitled to direct the exercise and enforcement by the Company, the applicable Subsidiary or the applicable Partnership Group Company under the Joint Development Agreement or any Operating Agreement to the extent that (i) the term or condition of such arrangement, agreement or contract relates to a party that is an Affiliate of a Member or an Affiliate of the Company and the Class B Member reasonably determines in good faith that there is a conflict of interest by the applicable member of the Sanchez Group in exercising or enforcing such term or condition or (ii) either the applicable member of the Sanchez Group or the Partnership is then in breach of the applicable arrangement, agreement or contract.

5.10Limitation of Duties and Corporate Opportunities.

(a) To the fullest extent permitted by law, the Directors (each in his or her capacity as a Director) and the UnSub Representative shall owe no fiduciary or similar duty or obligation whatsoever to the Company, any Member (other than for a Director (other than the Independent Director), the Member designating such Director) or the other Directors, except as required by any provisions of the Delaware Act or other applicable Law that cannot be waived. Subject to the foregoing, each of the Company and the Members acknowledge and agree that (i) each Director may decide or determine any matter subject to the Board’s approval in the sole and absolute discretion of such Director, it being the intent of all Members that such Director (other than the Independent Director) shall have the right to make such determination solely on the basis of the interests of the Member that designated such Director, (ii) the UnSub Representative shall act at the direction of the Board and (iii) the Independent Director shall only consider the interests of the Company, its Subsidiaries and the Partnership Group Companies, as applicable, when making a determination under Section 5.7(c) and shall not consider the interests of any Members or partners. Each of the Company and the Members hereby agrees that any claims against, actions, rights to sue, other remedies or other recourse to or against any Director or the UnSub Representative for or in connection with any such decision or determination, in each case whether arising in common law or equity or created by rule of law, statute, constitution, contract (including this Agreement) or otherwise, are in each case expressly released and waived by the Company and each Member, to the fullest extent permitted by law, as a condition of, and as part of the consideration for, the execution of this Agreement and any related agreement, and the incurring by the Members of the obligations provided in such agreements.

(b) Each Director and, except as expressly provided herein, each Member and each of their respective Affiliates, shall be free to engage or invest in, and devote its and their time to, any other business venture or activity of any nature and description, regardless of whether such activities are considered competitive with the Company, and neither the Company nor any other Person shall have any right by virtue of this Agreement or the relationship created hereby in or to such other venture or activity of any Person (or to the income or proceeds derived therefrom), and the pursuit of such other venture or activity shall not be deemed wrongful or improper. No notice, approval or other sharing of any such other opportunity or activity shall be required and the legal doctrines of “corporate opportunity,” “business opportunity” and similar doctrines shall not be applied to any such competitive venture or activity.

(c) Notwithstanding anything in this Agreement to the contrary, the Company and each of the Members acknowledges and agrees that certain of the GSO Investor’s Affiliates (which, solely for purposes of this Section 5.10(c), shall include The Blackstone Group L.P. and all private equity funds, portfolio companies, parallel investment entities, and alternative investment entities owned, managed, or Controlled by The Blackstone Group L.P.) (x) have made, prior to the date hereof, and are expected to make, on and after the date hereof, investments (by way of capital contributions, loans or otherwise), and (y) have engaged, prior to the date hereof, and are expected to engage, on and after the date hereof, in other transactions with and with respect to, in each case, Persons engaged in businesses that directly or indirectly compete with the business of the Company, its Subsidiaries and the Partnership Group Companies as conducted from time to time. The Company and the Members agree that, subject only to the limitations provided in Section 5.10(d) below, any involvement, engagement or participation of the GSO Investor and its Affiliates (including any Director designated to the Board by the GSO Group) in such investments, transactions and businesses, even if competitive with the Company, its Subsidiaries or the Partnership Group Companies, shall not be deemed wrongful or improper or to violate any duty express or implied under applicable Law or this Agreement and shall not be deemed a conflict of interest. For the purposes of clarity, the GSO Investor shall be deemed not to violate this Section 5.10 if it or any of its Affiliates shall invest in a fund or other entity, whether or not the GSO Investor Controls such fund or entity that makes an investment that directly or indirectly competes with the Company, its Subsidiaries or the Partnership Group Companies.

(d) Each of the Company and the Sanchez Investor (on behalf of itself and its respective Affiliates) hereby renounces any co-participation right, expectancy and any other rights (including information rights) with respect to any business opportunity in which the GSO Investor participates or desires or seeks to participate that either (x) is not within the purposes of the Company as set forth in Section 1.9 or (y) is within such purposes of the Company but is not a business opportunity that (i) the Company presents to a Director solely in such individual’s capacity as a Director or (ii) is identified to the Director solely through the disclosure of information by or on behalf of the Company to the Director (each business opportunity other than those referred to in clauses (x), (y)(i) or (y)(ii) are referred to as a “Renounced Business Opportunity”); for clarity, the GSO Investor and any other member of the GSO Group can pursue other opportunities in the AMI. Neither the GSO Investor nor any GSO Director nor any Affiliate of any of the foregoing (solely for purposes of this Section 5.10(d), Affiliates of the GSO Investor shall include The Blackstone Group L.P. and all private equity funds, portfolio companies, parallel investment entities, and alternative investment entities owned, managed, or Controlled by The Blackstone Group L.P.) shall have any obligation to communicate or offer any Renounced Business Opportunity to the Company or the Sanchez Investor, and the GSO Investor may pursue for itself or direct, sell, assign or transfer to a Person other than the Company any Renounced Business Opportunity, and any such action shall not be deemed a conflict of interest, a breach of this Agreement, or a breach of any duty. Notwithstanding anything to the contrary in this Agreement, any business opportunity that is within the purpose of the Company (as set forth in Section 1.9) and which is presented to the GSO Investor solely by the Company (as distinguished from opportunities presented by multiple Persons), will not be pursued by the GSO Investor or by GSO unless otherwise agreed to in writing by a majority of the Sanchez Directors.

(e) Each of the Company and the Members hereby agrees that any claims against, actions, rights to sue, other remedies or other recourse to or against the GSO Investor or any of its Affiliates (including any GSO Director and solely for purposes of this Section 5.10(e), Affiliates of the GSO Investor shall include The Blackstone Group L.P. and all private equity funds, portfolio companies, parallel investment entities, and alternative investment entities owned, managed, or Controlled by The Blackstone Group L.P.) for or in connection with any such investment activity or other transaction activity or other matters made in compliance with Section 5.10(c) or Section 5.10(d)), or activities related to any of the foregoing, whether arising in common law or equity or created by rule of law, statute, constitution, contract (including this Agreement) or otherwise, are expressly released and waived by the Company and each Member, in each case to the fullest extent permitted by

applicable law; provided, however, that the foregoing shall not release any claims for actual fraud, willful misconduct, or a breach of this Agreement.

(f) Notwithstanding anything in this Agreement to the contrary, each of the Company and the Members acknowledges and agrees that the GSO Investor and its Affiliates (including any GSO Director and solely for purposes of this Section 5.10(f), Affiliates of the GSO Investor shall include The Blackstone Group L.P. and all private equity funds, portfolio companies, parallel investment entities, and alternative investment entities owned, managed, or Controlled by The Blackstone Group L.P.) have obtained, prior to the date hereof, and are expected to obtain, on and after the date hereof, confidential information from other companies in connection with the activities and transactions described in this Section 5.10 or otherwise. The Company and each of the Members hereby agree that (x) none of the GSO Investor or any of its Affiliates (including any GSO Director and solely for purposes of this Section 5.10(f), Affiliates of the GSO Investor shall include The Blackstone Group L.P. and all private equity funds, portfolio companies, parallel investment entities, and alternative investment entities owned, managed, or Controlled by The Blackstone Group L.P.) has any obligation to use in connection with the business, operations, management or other activities of the Company or to furnish to the Company, its Subsidiaries, the Partnership Group Companies or any Member any such confidential information, and (y) any claims against, actions, rights to sue, other remedies or other recourse to or against the GSO Investor or any of its Affiliates (including any GSO Director and solely for purposes of this Section 5.10(f), Affiliates of the GSO Investor shall include The Blackstone Group L.P. and all private equity funds, portfolio companies, parallel investment entities, and alternative investment entities owned, managed, or Controlled by The Blackstone Group L.P.) for or in connection with any such failure to use or to furnish such confidential information, whether arising in common law or equity or created by rule of law, statute, constitution, contract (including this Agreement) or otherwise, are expressly released and waived by each of the Company and the Members to the fullest extent permitted by applicable law.

(g) Notwithstanding anything in this Agreement to the contrary:

(i)the Company and each of the Members acknowledge and agree that as of the Effective Date, SN Maverick, an Affiliate of Sanchez Parent, and Blackstone Newco purchased from Anadarko Petroleum Corporation and Kerr McGee Oil and Gas Onshore LP certain oil, gas and mineral interests in the AMI, in connection therewith entered into the Joint Development Agreement and related Operating Agreements and on and after the Effective Date, Sanchez Investor’s Affiliates (including Sanchez Parent and its Subsidiaries) will engage in oil and gas activities in the AMI related to such assets and agreements including, but not limited to, acquiring oil and gas assets, drilling and completing wells, producing oil and gas, gathering, processing, transporting and marketing oil and gas both for its own account and for the account of Blackstone Newco (the “Additional Sanchez Activities”) and the Additional Sanchez Activities may directly or indirectly compete with the business of the Company, the Partnership Group Companies and any other Subsidiary of the Company as conducted from time to time; and

(ii)except as set forth in the Joint Development Agreement, the Sanchez Letter Agreement or Section 5.11, the GSO Investor shall not be entitled to and hereby renounces any co-participation right in any business opportunities pursued by SN Maverick and its Affiliates (other than the Company or any of the Partnership Group Companies).

5.11AMI and Participation in Future Acquisitions. Upon receipt by the Partnership of an offer from Sanchez Parent or any of its Affiliates of forty percent (40%) of the interest of Sanchez Parent and its Affiliates to be acquired in an AMI Acquisition or other AMI Participation Opportunity, in each case, as such offer is required to be so presented under the Joint Development Agreement or Sanchez Letter Agreement, the Partnership shall automatically, without the need for any further action by the Board or any Member, be deemed to have

approved such acquisition of the offered portion of such AMI Acquisition or AMI Participation Opportunity, unless the Class B Member declines such acquisition pursuant to Section 5.7(b), in which case the Partnership Group Companies shall be deemed to have irrevocably waived their right to acquire any properties and assets comprising the AMI Acquisition or other AMI Participation Opportunity if such acquisition is consummated on the terms and subject to the conditions presented to the Partnership within one-hundred fifty (150) days from the date that the Class B Member declines such acquisition. If the Partnership has been deemed to approve any AMI Acquisition or other AMI Participation Opportunity, then (a) the Company shall cause the Partnership to consummate the AMI Acquisition or other AMI Participation Opportunity on the terms and conditions required by the Joint Development Agreement or the Sanchez Letter Agreement and such acquisition shall be funded by the Partnership (and the Members agree to cause their respective Affiliates who are limited partners in the Partnership to comply with the following) as follows, unless otherwise mutually determined by the Board acting with unanimous consent: (i) first, with cash on hand at the Partnership Group Companies, provided that the Partnership has not then failed to pay when due any Tax Distributions or any quarterly Distributions to the Preferred Units in cash pursuant to Section 4.1(b) of the Partnership Agreement and such failure is continuing, (ii) second, by incurring Indebtedness by drawing upon the Credit Agreement (or any Replacement Credit Agreement), provided that, with respect to any funding of such acquisition under either the immediately preceding clause (i) or this clause (ii), (A) the use of cash on hand at the Partnership Group Companies and any such drawing upon the Credit Agreement (or any Replacement Credit Agreement) does not result in undrawn committed borrowing capacity of less than sixty percent (60%) of the total committed borrowing base to then be available under the Credit Agreement (or any Replacement Credit Agreement), and (B) the ratio of (x) the sum of outstanding Indebtedness of the Partnership Group Companies and the Base Preferred Return Amount to (y) LTM EBITDA (as defined in the Credit Agreement) shall not exceed the levels set forth on Exhibit F immediately prior to and pro forma for such acquisition, (iii) third, by causing the Partnership to issue additional Preferred Units to Affiliates of the Class B Member designated by the Class B Member in an amount equal to 60% of the remaining purchase price and additional Common Units to Affiliates of the Class A Member designated by the Class A Member in an amount equal to 40% of the remaining purchase price; provided that the Class A Member and its Affiliates shall not be required to fund any amounts pursuant to this clause (iii) if prohibited from doing so pursuant to any agreement governing any Indebtedness of such entities and their Affiliates and (iv) fourth, any remaining amounts shall be satisfied by causing the Partnership to issue additional Preferred Units to Affiliates of the Class B Member designated by the Class B Member pursuant to a purchase agreement in substantially the form attached hereto as Exhibit E (with any such changes to the extent the parties thereto may mutually agree).

5.12Meetings of the Members. Meetings of the Members may be called by the Board, but shall not otherwise be required for any purpose, except as may be required by applicable Law.

(a) Place of Meetings. The Board may designate any place as the place of meeting for any meeting of the Members.

(b) Notice of Meetings. Written or printed notice stating the place, day and hour of the meeting and the purposes for which the meeting is called shall be delivered to each Member entitled to vote thereat not less than five (5) Business Days (or forty-eight (48) hours in the case of a telephonic meeting) before the meeting.

(c) Manner of Acting. When a vote on any matter is required by the Members, each Member shall be entitled to one vote for each Unit held by such Member within a specified class or series of Units entitled to vote on such matter. Unless otherwise provided by Law or this Agreement, the affirmative vote of a majority of the Units having the right to vote on the matter or action subject to such vote shall constitute the act of the Members and the affirmative vote of a majority of the Units of a specified class or series having the right to vote on the matter or action subject to such vote shall constitute the act of the Members holding that class or series of Units.

(d) Proxies. At any meeting of the Members of a specified class or series of Units, a Member may vote by proxy executed in writing by such Member or by its duly authorized representative.

(e) Written Actions. Any action required to be, or which may be, taken by Members may be taken without meeting if consented thereto in a writing setting forth the action so taken and signed by all of the Members entitled to vote who are required to take such action.

(f) Telephonic Participation in Meetings. Members may participate in any meeting through telephonic or similar communications equipment by which all Persons participating in the meeting can hear one another, and such participation shall constitute presence in person at such meeting.

5.13Company Covenants, Representations and Warranties.

(a) Notwithstanding anything in this Agreement to the contrary, for so long as any Preferred Units remain outstanding or any obligations under the Senior Debt Agreements remain outstanding, the Company shall not, and shall cause each of the Partnership Group Companies not to:

(i)fail to observe all corporate, limited liability company or partnership formalities and other formalities required by their respective organizational documents or the laws of the jurisdiction where such entity is organized, or fail to preserve its existence as an entity duly organized, validly existing and in good standing (if applicable) under the Delaware Act (or such other applicable Law in the jurisdiction where such entity is organized);

(ii)commingle its funds or assets with the funds or assets of any other Person; provided, however, that distributions made by the Partnership not in violation of the Partnership Agreement or any Senior Debt Agreement shall not be considered assets of the Partnership for purposes of this Section 5.13(a)(ii);

(iii)fail to maintain all of its books, records, financial statements and bank accounts separate from those of any other Person (including, without limitation, any Affiliates);

(iv)maintain its assets in such a manner that it will be costly or difficult to segregate, ascertain or identify its individual assets from those of any other Person;

(v)hold itself out to be responsible for the debts of any other Person or hold out its credit as being available to satisfy the obligations of any other Person (other than pursuant to the arrangements provided for in (A) the APC/KM PSA, (B) the KNOC PSA, (C) the MSA, (D) the Hydrocarbons Marketing Agreement, (E) the Sanchez Letter Agreement, (F) the Drilling Commitment Agreement and (G) financing fees paid at the Anadarko Closing and KNOC Closing or Dual Closing, as applicable);

(vii)fail to allocate shared expenses (including, without limitation, shared office space) or fail to use separate stationery, invoices and checks;

(viii)fail to pay its own liabilities from its own funds (other than pursuant to the arrangements provided for in (A) the APC/KM PSA, (B) the KNOC PSA, (C) the MSA, (D) the Hydrocarbons Marketing Agreement, (E) the Sanchez Letter Agreement, (F) the Drilling Commitment Agreement and (G) financing fees paid at the Anadarko Closing and KNOC Closing or Dual Closing, as applicable);

(ix)identify its partners or other Affiliates, as applicable, as a division or part of it;

(x)guarantee, or otherwise become a restricted subsidiary pursuant to any agreement governing, the Indebtedness of the Sanchez Investor or any of its Affiliates (other than the Company or the Partnership Group Companies);

(xi)fail to be adequately capitalized to engage in its business separate and apart from Sanchez Parent and its Affiliates and to remain solvent; provided the foregoing shall not be construed as imposing an obligation on any Member to contribute or loan additional capital, property or services to the Company;

(xii)fail to ensure that all material transactions between the Company, its Subsidiaries or the Partnership Group Companies, on the one hand, and any member of the Sanchez Group, on the other hand, whether currently existing or hereafter entered into, will be on an arm’s length basis; or

(xiii)have the same slate of Persons serving as officers of Sanchez Parent or any of its Affiliates (excluding the Company, any of its Subsidiaries and the Partnership Group Companies) also serve in the same capacities with the Company, any of its Subsidiaries or any of the Partnership Group Companies.

(b) The assets of the Company and its Subsidiaries or the Partnership Group Companies have not been and will not be listed as assets on the financial statement of any other Person; provided, however, that the assets of the Company and its Subsidiaries or the Partnership Group Companies may be included in a consolidated financial statement of Sanchez Parent and its Affiliates, provided that (i) appropriate notation shall be made on such consolidated financial statements to indicate the separateness of the Company and its Subsidiaries or the Partnership Group Companies and the Members and their Affiliates and to indicate that the Company’s and its Subsidiaries or the Partnership Group Companies’ assets and credit are not available to satisfy the debts and other obligations of the Members and their Affiliates or any other Person and (ii) such assets shall be listed on the Company’s and its Subsidiaries or the Partnership Group Company’s own separate balance sheet(s). Such consolidation shall not affect the status of the Company and its Subsidiaries or the Partnership Group Companies as separate legal entities with its separate assets and separate liabilities. The Company (in its capacity as the general partner of the Partnership) and the Partnership Group Companies have maintained and will maintain their respective books, records, resolutions and agreements as official records. Failure by the Company (in its capacity as the general partner of the Partnership) or the Partnership Group Companies to comply with any of the obligations set forth in this Section 5.13(b) shall not affect the status of the Company, the Partnership and each other Partnership Group Company as a separate legal entity, each with its separate assets and separate liabilities.

(c) The Members acknowledge and agree that the Company and each of the Partnership Group Companies are special purpose, non-guarantor, unrestricted Subsidiaries of Sanchez Parent or any Affiliate thereof and shall be bankruptcy remote from Sanchez Parent or any Affiliate of Sanchez Parent that is not the Company or is not included in the Partnership Group Companies.

5.14Tag-Rights Control. With respect to a transfer by Blackstone Newco, at any time (a) following the fifth anniversary of the Effective Date or (b) during any calendar quarter in which the PDP PV-10 Ratio is less than the then-effective Test Level, if any Partnership Group Company receives a Tag-Along Offer (as such term is defined in the Joint Development Agreement) pursuant to the Joint Development Agreement, the Class B Member shall be permitted to cause the Partnership Group Companies to participate in the subject Tag-Along Transaction (as such term is defined in the Joint Development Agreement) in accordance with the terms of the Joint Development Agreement. With respect to a transfer by SN Maverick or any Sanchez Vehicle, the Class B Member shall be permitted to cause the Partnership Group Companies to participate in the subject Tag-Along Transaction (as such term is defined in the Joint Development Agreement and the Sanchez Letter Agreement) pursuant to the Joint Development Agreement or the Sanchez Letter Agreement.

5.15Certain Workover and Recompletion Operations. If, as of the end of any calendar quarter preceding a date of determination, the PDP PV-10 Ratio is less than the then-effective Test Level, the Class B Member shall be entitled to (a) propose in writing to Sanchez Investor from time to time workover or recompletion operations relating to the Partnership Group Companies’ assets, in each case pursuant to the terms of the Joint Development Agreement or any applicable Operating Agreement and (b) cause the Partnership to deliver such proposal in writing to Sanchez Parent. Upon receipt of such proposal, the Board will instruct the UnSub Representative to propose such operations to the Operating Committee in accordance with the terms of the Joint Development Agreement and vote in favor of such operations. Notwithstanding anything to the contrary contained herein, upon compliance with the foregoing terms of this Section 5.15, there shall be no liability on behalf of the Partnership or the UnSub Representative if such proposed operations are rejected or otherwise not approved by the Blackstone Representatives (as defined under the Joint Development Agreement) of the Operating Committee.

Article VI
BOOKS, REPORTS AND COMPANY FUNDS

6.1Records and Accounting. The Company shall keep or cause to be kept at the principal office of the Company appropriate books and records with respect to the Company’s business. The books of the Company shall be maintained, for financial reporting purposes, on an accrual basis in accordance with generally accepted accounting principles (“GAAP”). All decisions as to accounting matters, except as specifically provided to the contrary herein, shall be made by the Board.

6.2Reports.

(a) The Company shall use commercially reasonable efforts to deliver or cause to be delivered to each Member, within seventy-five (75) days after the end of each Fiscal Year, an annual report containing a statement of changes, if any, in the Member’s equity and the Member’s Capital Account balance for such Fiscal Year, if any.

(b) The Company shall use commercially reasonable efforts to deliver or cause to be delivered, within seventy-five (75) days after the end of each Fiscal Year, to each Person who was a Member at any time during such Fiscal Year all information necessary for the preparation of such Person’s United States federal and state income tax returns.

(c) The Company shall use commercially reasonable efforts to deliver or cause to be delivered, within seventy-five (75) days after the end of each Fiscal Year, all information requested by a Member in order for such Member to complete its unrelated business taxable income and FIRPTA tax filings, if any.

(d) The Company shall use commercially reasonable efforts to deliver or cause to be delivered to each Member, within sixty (60) days after the end of each Fiscal Year, estimates of each of the items in Sections 6.2(a), 6.2(b) and 6.2(c) to the extent such items have not then been delivered.

(e) The Company shall cause the Partnership to deliver or cause to be delivered to each of the Members no later than the time delivered to the Partners (as defined in the Partnership Agreement) those reports that are required to be delivered to the Partners pursuant to Section 7.2 of the Partnership Agreement. The Company shall cause the Partnership to deliver or cause to be delivered to the Class B Member no later than the time delivered to the holders of Preferred Units the information that is required to be delivered to such holders pursuant to Section 5.7 of the Partnership Agreement.

6.3Inspection by Members. Except as may be necessary to preserve attorney-client or similar privilege of the Company, any Member, and any accountants, attorneys, financial advisors and other representatives of such Member, may from time to time at such Member’s sole expense for any reasonable purpose, visit and inspect the respective properties of the Company, any of its Subsidiaries or any of the Partnership Group Companies, examine (and make copies and extracts of) the Company’s, any of its Subsidiaries’ or any of the Partnership Group Companies’ respective books, records and documents of any kind, and discuss the Company’s, any of its Subsidiaries’ or any of the Partnership Group Companies’ respective affairs with its employees or independent accountants, all at such reasonable times as such Member may request upon reasonable notice.

6.4Public Disclosure. Unless required by Law, including the rules and regulations of any securities exchange (with the advice of counsel to the Company), no press release or public announcement related to the Company, any of the Company’s Subsidiaries, any of the Partnership Group Companies, this Agreement or the transactions contemplated herein or any other announcement or communication shall be issued or made by any Member, a Director, the Company, any of its Subsidiaries or any of the Partnership Group Companies without the advance approval of the Board (including any Directors appointed by the GSO Group), in which case the Board shall be provided a reasonable opportunity to review and provide suggested comments concerning the disclosure contained in such press release, announcement or communication prior to issuance, distribution or publication. The foregoing shall not limit Sanchez Parent or its Affiliates from publicly filing the Partnership Agreement and making additional disclosures in connection therewith, in each case as required by applicable Law and securities regulations.

Article VII
TAX MATTERS

7.1Tax Controversies. Subject to Sections 5.4 and 5.7, for any taxable year beginning before January 1, 2018, the Class A Member is designated as the “Tax Matters Member” as defined in Code Section 6231 (the “Tax Matters Member”) as of the date hereof, and for any taxable year beginning on or after January 1, 2018, the Class A Member is designated as the “Partnership Representative” as defined in Code Section 6223(a), as added by the Bipartisan Budget Act of 2015 (the “Partnership Representative”). The Tax Matters Member or the Partnership Representative shall cause to be prepared and timely filed (on behalf of the Company) all federal, state and local tax returns, if any, required to be filed by the Company. The Company shall bear the costs of the preparation and filing of its returns. Subject to Sections 5.4 and 5.7, the Tax Matters Member or the Partnership Representative shall determine whether to make any elections on behalf of the Company. Without consent of the Board, the Tax Matters Member or the Partnership Representative shall not extend the statute of limitations, file a request for administrative adjustment, file suit concerning any tax refund or deficiency relating to any Company administrative adjustment or enter into any settlement agreement relating to any Company item of income, gain, loss, deduction or credit for any Fiscal Year. In the event the “TEFRA audit provisions” of Code Section 6221 et seq. apply by their terms, the Tax Matters Member shall ensure that each

other Member is a notice partner within the meaning of Section 6231(a)(8) of the Code. Each Member agrees to cooperate with the Tax Matters Member or the Partnership Representative and to do or refrain from doing any and all things required by the Tax Matters Member or the Partnership Representative to conduct such proceedings. Subject to Sections 5.4 and 5.7, the designation of the Tax Matters Member or the Partnership Representative may be changed from time to time as determined by the Board.

Article VIII
EXCULPATION AND INDEMNIFICATION

8.1Performance of Duties; No Liability of Members, Directors and Officers. No Member or Director (in their respective capacities as such) shall have any duty to the Company or any Member of the Company except as expressly set forth herein or in other agreements to which such Persons are party or as required by applicable law. No Member, Director or Officer of the Company (in their respective capacities as such) shall be liable to the Company, and no Director or Officer of the Company (in their respective capacities as such) shall be liable to any Member, for any loss or damage sustained by the Company or such Member (as applicable), unless such loss or damage shall (as finally determined by a court of competent jurisdiction) have resulted from such Person’s fraud, intentional misconduct or, in the case of any Member, willful breach of this Agreement or, in the case of any Director or Officer of the Company, knowing and intentional breach of this Agreement or, in the case of an Officer, breach of such Person’s duties pursuant to Section 5.6(d). In performing such Person’s duties, each such Person shall be entitled to rely in good faith on the provisions of this Agreement and on information, opinions, reports or statements (including financial statements and information, opinions, reports or statements as to the value or amount of the assets, liabilities, profits or losses of the Company or any facts pertinent to the existence and amount of assets from which distributions to Members might properly be paid) of the following other Persons or groups: one or more Officers or employees of the Company, any attorney, independent accountant, appraiser or other expert or professional employed or engaged by or on behalf of the Company; or any other Person who has been selected with reasonable care by or on behalf of the Company, in each case as to matters which such relying Person reasonably believes to be within such other Person’s competence. The preceding sentence shall in no way limit any Person’s right to rely on information to the extent provided in Section 18-406 of the Delaware Act. No Member, Director or Officer of the Company shall be personally liable under any judgment of a court, or in any other manner, for any debt, obligation or liability of the Company, whether that liability or obligation arises in contract, tort or otherwise, solely by reason of being a Member, Director or Officer of the Company or any combination of the foregoing. Nothing in this Agreement shall limit the liabilities and obligations of the Members, or entitle any Member to indemnification hereunder from the Company with respect to any claims made under, when acting in any capacity for or on behalf of the Company other than those expressly described above. For the avoidance of doubt, nothing in this Agreement shall limit the liability of any Member to any other Member for breach of this Agreement.

8.2Right to Indemnification. Subject to the limitations and conditions as provided in this Article VIII, each Person who was or is made a party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or arbitrative or in the nature of an alternative dispute resolution in lieu of any of the foregoing (“Proceeding”), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that such Person, or a Person of which such Person is the legal representative, is or was a Member, a Director or Officer or, in each case, a representative thereof (each, an “Indemnified Person”) shall be indemnified by the Company to the fullest extent permitted by applicable law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment) against judgments, penalties (including excise and similar taxes and punitive damages), fines, settlements and reasonable expenses (including, without limitation, reasonable attorneys’ and experts’ fees) actually incurred by such Person in connection with such Proceeding, appeal, inquiry or investigation (“Loss”), unless (a) such Loss shall have

been finally determined by a court of competent jurisdiction to have resulted from such Person’s fraud, intentional misconduct or, in the case of any Member, willful breach of this Agreement or, in the case of any Director or Officer, knowing and intentional breach of this Agreement or (b) in the case of an Officer, such Loss shall have been finally determined by a court of competent jurisdiction to have resulted from such Person’s failure to act in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the Company or other failure to comply with such Officer’s duties pursuant to Section 5.6, or such Officer had reasonable cause to believe his or her conduct was unlawful. Indemnification under this Article VIII shall continue as to a Person who has ceased to serve in the capacity which initially entitled such Person to indemnity hereunder. The rights granted pursuant to this Article VIII, including the rights to advancement granted under Section 8.3, shall be deemed contract rights, and no amendment, modification or repeal of this Article VIII shall have the effect of limiting or denying any such rights with respect to actions taken or Proceedings, appeals, inquiries or investigations arising prior to any amendment, modification or repeal. The foregoing indemnification is for the benefit of the Persons identified above acting in the capacities described above and not in any other capacity. For the avoidance of doubt and notwithstanding anything in this Article VIII to the contrary, nothing in this Agreement shall provide for any indemnification of any Member or any legal representative thereof in respect of any Proceeding by any other Member against such Member for breach of this Agreement.

8.3Advance Payment. The right to indemnification conferred in this Article VIII shall include the right to be paid or reimbursed by the Company for the reasonable documented, out-of-pocket, third-party expenses incurred by a Person (other than an Officer of the Company in respect of claims by the Company against such Officer in such Officer’s capacity as such) entitled to be indemnified under Section 8.2 who was, or is threatened to be made a named defendant or respondent in a Proceeding in advance of the final disposition of the Proceeding and without any determination as to the Person’s ultimate entitlement to indemnification; provided, however, that the payment of such expenses incurred by any such Person in advance of the final disposition of a Proceeding shall be made only upon delivery to the Company of a written affirmation by such Person of his or her good faith belief that he has met the standard of conduct necessary for indemnification under this Article VIII and a written undertaking, by or on behalf of such Person, to repay all amounts so advanced if it shall ultimately be determined that such Indemnified Person is not entitled to be indemnified under this Article VIII or otherwise.

8.4Indemnification of Employees and Agents. The Company, at the direction of the Board, may indemnify and advance expenses to an employee or agent of the Company to the same extent and subject to the same conditions under which it may indemnify and advance expenses under Sections 8.2 and 8.3.

8.5Appearance as a Witness. Notwithstanding any other provision of this Article VIII, the Company may pay or reimburse reasonable out-of-pocket expenses incurred by a Director, Member, Officer, employee or agent in connection with his appearance as a witness or other participation in a Proceeding at a time when he is not a named defendant or respondent in the Proceeding.

8.6Nonexclusivity of Rights. The right to indemnification and the advancement and payment of expenses conferred in this Article VIII shall not be exclusive of any other right that a Member, Director, Officer or other Person indemnified pursuant to this Article VIII may have or hereafter acquire under any Law (common or statutory) or provision of this Agreement.

8.7Insurance. The Board may obtain and maintain, at the Company’s or a Partnership Group Company’s expense, insurance to protect the Members, Directors, Officers, employees and agents from any expense, liability or loss arising out of or in connection with such Person’s status and actions as a Member, Director, Officer, employee or agent. In addition, the Board may cause the Company to purchase and maintain insurance, at the Company’s expense, to protect the Company and any other Member, Director, Officer or agent of the Company who is or was serving at the request of the Company as a manager, director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of a foreign or domestic limited liability

company, corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise against any expense, liability or loss, whether or not the Company would have the power to indemnify such Person against such expense, liability or loss under this Article VIII.

8.8Savings Clause. If this Article VIII or any portion hereof shall be invalidated on any ground by any court or other Governmental Authority of competent jurisdiction, then the Company shall nevertheless indemnify and hold harmless each Person indemnified pursuant to this Article VIII as to costs, charges and expenses (including reasonable attorneys’ fees), judgments, fines and amounts paid in settlement with respect to any such Proceeding, appeal, inquiry or investigation to the full extent permitted by any applicable portion of this Article VIII that shall not have been invalidated and to the fullest extent permitted by applicable law.

8.9Fund Indemnitors. The Company hereby acknowledges that certain Indemnified Persons have certain rights to indemnification, advancement of expenses or insurance provided by The Blackstone Group L.P. and certain of its Affiliates or GSO and certain of its Affiliates (collectively, the “Fund Indemnitors”, and the Indemnified Persons benefitting from such rights to indemnification, and other rights, from the Fund Indemnitors, the “Fund Indemnified Persons”). The Company hereby agrees (a) that it is the indemnitor of first resort (i.e., its obligations to the Fund Indemnified Persons are primary and any obligation of the Fund Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by the Fund Indemnified Persons are secondary), (b) that it shall be required to advance the full amount of expenses incurred by an applicable Fund Indemnified Person and shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement to the extent legally permitted and as required by the terms of this Agreement, without regard to any rights any Fund Indemnified Person may have against the Fund Indemnitors, and (c) that it irrevocably waives, relinquishes and releases the Fund Indemnitors from any and all claims against the Fund Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. The Company further agrees that no advancement or payment by the Fund Indemnitors on behalf of any Fund Indemnified Person with respect to any claim for which a Fund Indemnified Person has sought indemnification from the Company shall affect the foregoing and the Fund Indemnitors shall have a right of contribution or be subrogated to the extent of such advancement or payment to all of the rights of recovery of a Fund Indemnified Person against the Company. The Company acknowledges and agrees, notwithstanding anything herein to the contrary, that the Fund Indemnitors are express third-party beneficiaries of the terms of this Section 8.9.

Article IX
UNITS, TRANSFERS, AND OTHER EVENTS

9.1Unit Certificates.

(a) Units in the Company may be evidenced by certificates in a form approved by the Board (“Certificates”) but there shall be no requirement that the Company issue certificates to evidence the Units. Any Certificate will bear the following legend reflecting the restrictions on the Transfer of such securities:

“THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “33 ACT”), AND MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE 33 ACT OR IN A TRANSACTION WHICH, IN THE OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY, QUALIFIES AS AN EXEMPT TRANSACTION UNDER THE 33 ACT AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER.

THE SECURITIES EVIDENCED HEREBY ARE SUBJECT TO THE TERMS OF THAT CERTAIN AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT,

DATED AS OF MARCH 1, 2017, AS AMENDED FROM TIME TO TIME, BY AND AMONG THE COMPANY AND THE MEMBERS IDENTIFIED THEREIN, INCLUDING CERTAIN RESTRICTIONS ON TRANSFER. A COPY OF SUCH LIMITED LIABILITY COMPANY AGREEMENT HAS BEEN FILED WITH THE SECRETARY OF THE COMPANY AND IS AVAILABLE UPON REQUEST.”

(b) If Certificates have been issued, upon any Transfer of all or a portion of the Units hereunder, the Transferor shall surrender the Certificate(s) representing the Units so Transferred to the Company for cancellation. If a Certificate represents a greater portion of the Transferor’s Units than that intended for Transfer, upon surrender of such certificate for cancellation the Company shall issue to the Transferor a new Certificate which represents the Units being retained by such Transferor. Upon a determination by the Board, the Company shall issue to each Transferee who is Transferred Units pursuant to this Agreement and who is admitted to the Company as a Substitute Member in accordance with Section 9.7, a Certificate evidencing the Units held by such Transferee. Such Certificate shall indicate the Units then owned by such Transferee and shall represent the Units owned by such Transferee from time to time thereafter as set forth in the then effective Exhibit A hereto, regardless of the Units indicated in the Certificate. Upon receipt of written notice or other evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of any Certificate and, in the case of any such loss, theft or destruction upon receipt of the Member’s unsecured indemnity agreement, or in the case of any other holder of a Certificate or Certificates, other indemnity reasonably satisfactory to the Board or in the case of any such mutilation upon surrender or cancellation of such Certificate, the Company will make and deliver a new Certificate, of like tenor, in lieu of the lost, stolen, destroyed or mutilated Certificate.

9.2Record Holders. The Company shall keep a register or other records which reflect the Units and any Certificates. Except as otherwise required by law, the Company shall be entitled to, and shall only, recognize the exclusive right of a Person registered on its books as the record holder of a Unit, whether or not represented by a Certificate, to receive distributions in respect of such Unit, to vote as the owner of such Unit and to be entitled to the benefits, and subject to the obligations, of this Agreement with respect to such Unit.

9.3Restrictions on Transfers of Units.

(a) General Transfer Restrictions. No Member shall Transfer any interest in any Units except in accordance with this Section 9.3. The Class A Member shall not Transfer any interest in any Class A Units in a single transaction or series of related transactions without the prior written consent of the Class B Member, other than to Permitted Transferees (provided, that in the case of a Transfer of Class A Units to a Permitted Transferee that is not already a party hereto, such Permitted Transferee agrees in writing to be bound by this Agreement). The Class B Member shall not Transfer any interest in any Class B Units in a single transaction or series of related transactions without the prior written consent of the Class A Member (which consent shall not be unreasonably withheld, conditioned or delayed, provided that the Class A Member may withhold such consent if any such Transfer would result in the Class B Member and its Permitted Transferees owning less than a majority of the outstanding Class B Units), other than to Permitted Transferees, provided, however, that following the occurrence and during the continuance of an Investor Redemption Event, the Class B Member may Transfer any interest in any Units without the consent of the Class A Member or the Board. Subject to Section 9.4, any Transfers by a Member, other than to Permitted Transferees and except as set forth in the provisions of the immediately preceding sentence, shall require the prior approval of the Board.

(b) Prohibited Transfers. Notwithstanding anything to the contrary in this Article IX, no Transfer of Units shall be permitted or made if such Transfer would:

(i)violate the then applicable federal or state securities laws or rules and regulations of the Securities Exchange Commission, any state securities commission or any other Governmental Authority with jurisdiction over such Transfer;

(ii)terminate the existence or qualification of the Company under the laws of the jurisdiction of its formation;

(iii)cause the Company to be treated as an association taxable as a corporation or otherwise not to be treated as a partnership for U.S. federal income tax purposes;

(iv)cause the Company to be required to register as an investment company under the Investment Company Act of 1940, as amended, or subject the Company , any of its Subsidiaries or any of the Partnership Group Companies to the Investment Advisers Act of 1940, as amended, or the Employee Retirement Income Security Act of 1974, as amended; or

(v)violate any other provision of this Agreement.

Any Transfer of Units in violation of this Agreement or applicable Law shall be void ab initio, and the Company has the power to rescind such Transfer.

9.4Disposition Transactions. In connection with any Disposition Transaction (including by any consolidation, conversion, merger or other business combination involving the Partnership in which Equity Securities are exchanged for or converted into cash, securities of a corporation or other business organization or other property, and any sale of all or substantially all of the assets of the Partnership), (a) none of the Members, the Company or the Partnership Group Companies shall enter into any definitive documentation relating to such Disposition Transaction unless the Partnership has delivered to the Class B Member a written undertaking that expressly provides that upon or prior to the closing of such Disposition Transaction, an amount of cash equal to the Base Preferred Return Amount shall be paid in respect of each Preferred Unit in redemption or liquidation of all outstanding Preferred Units, (b) the Class B Member shall not be obligated to be subject to any non-competition, non-solicitation, or similar restrictive covenants that may be binding on GSO or any of its Affiliates in connection with any Disposition Transaction and (c) upon the consummation of any Disposition Transaction, the Partnership shall have paid or shall concurrently pay an amount of cash equal to the Base Preferred Return Amount with respect to each Preferred Unit in redemption in full or liquidation of all outstanding Preferred Units. No Disposition Transaction may be consummated if the redemption of the outstanding Preferred Units contemplated by the immediately preceding sentence is not consummated in accordance with the terms hereof.

9.5Exit Transactions.

5.7(b)(x), 5.7(b)(xi) (provided that such failure represents a variance from the hedging plan established in compliance with Section 6.7 of the Partnership Agreement of greater than five percent (5%) of volumes or relates to derivative transactions other than those permitted to be entered into pursuant to Section 6.7 of the Partnership Agreement), 5.7(b)(xv), 5.7(b)(xvi), 5.7(b)(xvii), 5.7(b)(xviii), 5.7(b)(xix), 5.7(b)(xx), 5.7(b)(xxi), 5.7(b)(xxii), 5.7(b)(xxvii) or 5.7(b)(xxix) in connection with the foregoing; (iv) Sanchez Parent suffers (A) a Specified Event of Default (as such term is defined in the Joint Development Agreement) under a Specified Credit Agreement (as such term is defined in the Joint Development Agreement) and such Specified Event of Default is continuing or (B) an event of default under the Indenture or other agreement governing any Indebtedness for borrowed money of Sanchez Parent and its Subsidiaries (other than the Company and the Partnership Group Companies) in an amount greater than $50.0 million and such event of default has caused the repayment of such Indebtedness to have been accelerated or (v) SN Maverick (or any successor operator under the Joint Development Agreement that is an Affiliate of Sanchez Parent) becomes a Defaulting Operator (as such term is defined in the Joint Development Agreement) and as such has been removed as Operator (as such term is defined in the Joint Development Agreement) pursuant to the Joint Development Agreement or SN Maverick (or any successor operator under the Joint Development Agreement that is an Affiliate of Sanchez Parent) has resigned as Operator at any such time as an Operator Default Event (as such term is defined in the Joint Development Agreement) exists such that SN Maverick (or any successor operator under the Joint Development Agreement that is an Affiliate of Sanchez Parent) can then be removed as a Defaulting Operator pursuant to the Joint Development Agreement (any event in clauses (i), (ii), (iii), (iv) or (v) of this Section 9.5(a), an “Investor Redemption Event”), then, in each such case, the Class B Member shall be entitled to cause (and the Class A Member and the Company agree to facilitate, as reasonably requested by the Class B Member):

(1)a consolidation or merger of the Company, any of its Subsidiaries or any of the Partnership Group Companies with or into any other business entity or other corporate reorganization;

(2)a sale of all or any portion of the outstanding Units held by the Members; or

(3)a transaction in which all or substantially all of the assets of the Company, any of its Subsidiaries or any of the Partnership Group Companies are sold, leased or otherwise disposed of

(each of the transactions described in Sections 9.5(a)(1), 9.5(a)(2) and 9.5(a)(3) are referred to herein as an “Exit Transaction”), provided that, solely with respect to an Investor Redemption Event described in Section 9.5(a)(ii) above (i.e. resulting from the Partnership’s failure to pay the Quarterly Distribution Amount in cash to the Preferred Units in any two quarters (regardless of whether consecutive) and such failure is continuing), the Investor Representative (as such term is defined in the Partnership Agreement) shall only be permitted to cause the Partnership to enter into a definitive agreement for an Exit Transaction after three months following the date upon which such Investor Redemption Event in Section 9.5(a)(ii) occurred.

(b) If the Class B Member elects to pursue an Exit Transaction: (i) following good faith consultation with the Board, the Class B Member may exclusively identify, negotiate, structure and otherwise pursue the Exit Transaction, which Exit Transaction may be structured and accomplished as determined by the Class B Member in its sole discretion, whether as a merger, consolidation, sale of all or any portion of the Units, corporate reorganization, sale of assets or otherwise; and (ii) the Exit Transaction shall be effected on the terms and conditions negotiated by the Class B Member, including any terms imposing on the Members’ obligations with respect to reasonable and customary indemnities, escrows, holdbacks or other contingent obligations that are applicable to all Members equally. In connection with any Exit Transaction, each of the Members shall, if requested by the Class B Member, waive any dissenters’ rights, appraisal rights or similar rights that such Member may have in connection therewith; provided, however, that the Class B Member shall use its reasonable good

faith efforts to maximize the Exit Transaction Consideration payable to the holders of Common Units. In addition, the Company shall, and the Company shall cause its Subsidiaries and the Partnership Group Companies to, take such action as the Class B Member may reasonably request in connection with any proposed Exit Transaction, including engaging an investment banker or other advisor in connection with such Exit Transaction, providing such financial and operational information as the Class B Member may request and causing employees and other representatives of the Company, its Subsidiaries or the Partnership Group Companies to cooperate (including by participating in management presentations, preparing marketing materials and making diligence materials available in an electronic data room) with the Class B Member in any marketing process in connection with any proposed Exit Transaction. Notwithstanding anything to the contrary herein or in the Partnership Agreement, the Units of the Company and the general partnership interest in the Partnership may only be sold for nominal consideration and the holders of the Units shall not be entitled to receive any consideration in any such Exit Transaction in excess of the Capital Contributions made by such members to the Company as of the Effective Date.

(c) If the Class B Member elects to pursue an Exit Transaction, then the Sanchez Investor and its Affiliates shall use their commercially reasonable efforts to obtain as promptly as practicable: (i) the consents or amendments required under the applicable contracts and leases to which the Sanchez Investor or any of its Affiliates is a party that would be necessary to transfer the assets or properties of the Company, any of its Subsidiaries or any of the Partnership Group Companies (including the approval of Sanchez Parent or any of its Affiliates of such transfer under the Joint Development Agreement or any Operating Agreement); and (ii) the consents or amendments to, or the direct assignment of, any purchase, marketing, transportation, storage, processing or sales contract; provided that the Sanchez Investor and its Affiliates shall not be required to expend any amounts in connection with the foregoing unless such expenditures will be reimbursed by the Partnership Group Companies or the potential acquirer in an Exit Transaction, in each case upon the consummation of such Exit Transaction; provided further, that the Sanchez Investor and its Affiliates shall have no liability pursuant to the immediately preceding clause (ii) of this Section 9.5(c) if a Governmental Authority or Blackstone Newco prevents the Sanchez Investor or its Affiliates from providing such consents, amendments or assignments.

(e) The Class B Member shall regularly consult and cooperate with the Board with respect to the status of the sale process for such Exit Transaction; provided, however, that the Board and the Class A Member shall have no consent, voting or appraisal rights with respect to the final terms of an Exit Transaction and shall have no right to object to an Exit Transaction that is completed in a manner consistent with this Section 9.5.

(f) At least fifteen (15) Business Days prior to consummating an Exit Transaction, the Class B Member shall deliver to each of the other Members written notice that shall state (i) that the Exit Transaction has been structured in a manner that complies with this Section 9.5, (ii) the amount and form of consideration to be received by the Company or its Members in the Exit Transaction (“Exit Transaction Consideration”) and (iii) all other material terms and conditions of the Exit Transaction (including the identity of the purchaser) and current drafts of the definitive documents related thereto.

(g) Each other Member hereby makes, constitutes and appoints the Class B Member, with full power of substitution and re-substitution, its true and lawful attorney, for it and in its name, place and stead and

for its use and benefit, to act as its proxy in respect of any vote or approval of Members required to give effect to this Section 9.5, including any vote or approval required under Section 18-209 of the Delaware Act and any waiver contemplated by Section 9.5(b). The proxy granted pursuant to this Section 9.5(g) is a proxy coupled with an interest and is irrevocable.

(h) Each of the Members required to participate in an Exit Transaction (collectively, the “Participating Sellers”), whether in its capacity as a Participating Seller, Member or otherwise, and the Company, its Subsidiaries, the Partnership Group Companies and the Board, shall take or cause to be taken all such actions as may be reasonably necessary or desirable in order expeditiously to consummate such Exit Transaction and any related transactions, including (i) making reasonable and customary representations and warranties, (ii) executing, acknowledging and delivering consents, assignments, waivers and other documents or instruments, (iii) furnishing information and copies of documents, (iv) filing applications, reports, returns, filings and other documents or instruments with Governmental Authorities and (v) otherwise using reasonable best efforts to fully cooperate with the Class B Member. Without limiting the generality of the foregoing, each Participating Seller agrees to execute and deliver such agreements as may be reasonably specified by the Class B Member to which all Participating Sellers will also be party, including agreements to (x) make reasonable and customary individual representations, warranties, covenants and other agreements as to the unencumbered title to its Units and the power, authority and legal right to Transfer such Units, (y) provide other reasonable and customary representations, warranties and indemnities, provided that any indemnification for representations and warranties regarding any of the Partnership Group Companies and their respective assets and operations shall be limited to any escrow of proceeds that is established in connection with the Exit Transaction or be limited to the proceeds actually received by the Participating Sellers in the Exit Transaction, and (z) be severally (on a pro rata basis in proportion to the related Exit Transaction Consideration to be received by each Member) liable (whether by purchase price adjustment, escrows, holdbacks, indemnity payments, contingent obligations or otherwise) in respect of representations, warranties, covenants and agreements in respect of the Company, its Subsidiaries and the Partnership Group Companies; provided, however, that (i) any escrow of proceeds of any such transaction shall be withheld on a pro rata basis among all Participating Sellers (in proportion to the relative Exit Transaction Consideration to be received by each Member), (ii) no Class A Member shall be liable for any amount in excess of its pro rata share of any indemnification obligation (based on Exit Transaction Consideration) in excess of any amounts placed in escrow and (iii) no Class A Member shall be obligated to be subject to any non-competition, non-solicitation, or similar restrictive covenants that may be binding on GSO or any of its Affiliates in connection with any Exit Transaction.

(i) The closing of an Exit Transaction shall take place at such time and place as the Class B Member shall specify by notice to each Participating Seller no later than five (5) Business Days prior to the closing of such Exit Transaction. At the closing of an Exit Transaction, each Participating Seller shall deliver any documentation evidencing the Units to be sold (if any) by such Participating Seller and the assignment thereof, free and clear of any liens, against delivery of the applicable consideration.

(j) In connection with any Exit Transaction, the Participating Sellers shall receive the Exit Transaction Consideration in accordance with the order of priority specified in Section 4.1(d) of the Partnership Agreement, after any payments required under the Senior Debt Agreements and deduction of the proportionate share of (A) the reasonable, documented, third-party out-of-pocket expenses associated with such sale or Exit Transaction, including the reasonable, documented out-of-pocket legal fees of the Company, its Subsidiaries, the Partnership Group Companies, the Class B Member and each Participating Seller, and reasonable, documented out-of-pocket brokers fees and other commissions and any other expenses incurred by the Class B Member in connection with such Exit Transaction, (B) amounts paid into escrow or held back, in the reasonable determination of the Class B Member, for indemnification or post-closing expenses and (C) amounts subject to post-closing purchase price adjustments; provided, however, that upon the determination of such purchase price adjustments, indemnification or post-closing expenses and upon release of any such escrow or hold back, as

applicable, the remaining amount of the Exit Transaction Consideration, if any, shall be distributed to the Participating Sellers so that the total amount distributed is in accordance with the order of priority specified in Section 4.1(d) of the Partnership Agreement.

(k) Subject to the last sentence of Section 9.5(b), the consideration to be paid to each Member in an Exit Transaction shall be calculated by treating such Exit Transaction as a liquidation of the Company in which all of the assets of the Company (including goodwill) were sold in exchange for the Exit Transaction Consideration (including any deemed assumption of liabilities), as the case may be, and the proceeds of that sale, together with the profits, losses, items of income, gain, loss and deduction, and distributions were applied, allocated and distributed in accordance with the principles and priorities set forth in Section 4.1(d) of the Partnership Agreement.

(l) No action may be taken under this Section 9.5 if such action would result in the breach of any Senior Debt Agreement, Replacement Credit Agreement or any other agreement relating to material Indebtedness of the Partnership Group; provided, however, that the Company and the Members shall use their commercially reasonable efforts to obtain a waiver of any such breach or otherwise amend or cause to be amended the terms of any such agreement in a manner which permits such action; and provided further, however, that this Section 9.5(l) shall not apply if the proceeds from any Exit Transaction are sufficient to, and are used to, pay in full any outstanding borrowings under any such applicable agreements.

(m) Notwithstanding anything to the contrary provided herein, if an Investor Redemption Event has occurred and given rise to the Class B Member’s rights under this Section 9.5 and (i) has been cured by the Company prior to the earlier of (A) one hundred eighty (180) days following the first occurrence of such Investor Redemption Event and (B) the execution of a bona fide binding definitive purchase agreement with a bona fide purchaser or (ii) all Preferred Units have been redeemed in full for an amount of cash equal to the Base Preferred Return Amount per Preferred Unit prior to the execution of a bona fide binding definitive purchase agreement with a bona fide purchaser, then the provisions of this Section 9.5 will be suspended and the Exit Transaction process shall terminate, provided that, in such case, the Partnership shall pay the reasonable and documented fees and expenses of any investment bank or other advisors (including legal counsel) engaged by the Class B Member prior to such suspension and termination.

9.6Expenses. The Transferor and Transferee of any Units or other interest in the Company shall be jointly and severally obligated to reimburse the Company for all reasonable out-of-pocket expenses (including attorneys’ fees and expenses) incurred by the Company for any Transfer or proposed Transfer, regardless of whether consummated.

9.7Transfers Generally; Substitute Members.

(a) Additional Procedural Conditions to Transfers. Without limiting Section 9.3(a), any Transfer of Units shall be valid hereunder only if:

(i)The Transferor and the Transferee execute and deliver to the Company such documents and instruments of conveyance as may be reasonably requested by the Board to effect such Transfer and to confirm the agreement of the Transferee to be bound by the provisions of this Agreement;

(ii)The Transferor and the Transferee provide to the Board the Transferee’s taxpayer identification number and any other information reasonably necessary to permit the Company to file all required federal and state tax returns and other legally required information statements or returns; and

(iii)The Company is reimbursed by the Transferor and/or the Transferee for all costs and expenses that the Company reasonably incurs in connection with the Transfer as required by Section 9.6.

(b) Rights and Obligations of Transferees and Transferors. Subject to Section 9.7(c), the Transferee of any Transfer permitted pursuant to this Agreement shall be a Transferee only, and only shall receive, to the extent Transferred, the Economic Interest associated with the Units so Transferred, and such Transferee shall not be entitled or enabled to exercise any other rights or powers of a Member, such other rights, and all obligations relating to, or in connection with, such Units remaining with the Transferring Member. The Transferring Member shall remain a Member even if it has Transferred all of its Units to one or more Transferees until such time as all such Transferees are admitted to the Company as Substitute Members pursuant to Section 9.7(c), as applicable. In the event any Transferee desires to make a further Transfer of all or any portion of its Units, such Transferee shall be subject to all of the provisions of this Agreement to the same extent and in the same manner as the Member who initially held such Units.

(c) Admission of Transferee as Substitute Member. Subject to the other provisions of this Article IX, a Transferee shall be admitted to the Company as a Substitute Member following a Transfer of Units in accordance with this Article IX upon satisfaction of all of the following conditions, upon which the Transferee shall have all of the rights and powers, and be subject to all of the restrictions and liabilities, of a Member under the Delaware Act and this Agreement with respect to the Units Transferred: (i) the Transferee shall become a party to this Agreement as a Member by executing a joinder or counterpart signature page to this Agreement and executing such other documents and instruments as the Board may reasonably request for the sole purpose of confirming such Transferee’s admission as a Member and agreement to be bound by the terms and conditions of this Agreement and (ii) the Transferee pays or reimburses the Company for all reasonable costs that the Company incurs in connection with the admission of the Transferee as a Member as required by Section 9.6.

(d) Effect on Transferor and Company. Upon the admission of a Transferee as a Substitute Member, (i) the Transferor shall (A) cease to be a Member with respect to the portion of the Units so Transferred and (B) be released from any obligations arising after the date of such Transfer with respect to the Units so Transferred and (ii) the Transferee will become a Member hereunder with respect to such Units with all the rights and obligations of a Member held by the Transferor in respect of such Units immediately prior to the time of Transfer.

9.8Closing Date. Any Transfer and any related admission of a Person as a Member in compliance with this Article IX shall be deemed effective on such date that the Transferee or successor in interest complies with the requirements of this Agreement.

9.9Effect of Incapacity. Except as otherwise provided herein, the Incapacity of a Member shall not dissolve or terminate the Company. In the event of such Incapacity, the executor, administrator, guardian, trustee or other personal representative of the Member that has experienced such Incapacity shall be deemed to be the assignee of such Member’s Economic Interest and may, subject to the terms and conditions set forth in this Article IX, become a Substitute Member.

9.10No Appraisal Rights. No Member shall be entitled to any valuation, appraisal or similar rights with respect to such Member’s Units, whether individually or as part of any class or group of Members, in the event of a merger, consolidation, sale of the Company or other transaction involving the Company or its securities unless such rights are expressly provided by the agreement of merger, agreement of consolidation or other document effectuating such transaction.

9.11Effect of Non-Compliance.

(a) Improper Transfers Void. ANY ATTEMPTED TRANSFER NOT STRICTLY IN ACCORDANCE WITH THE PROVISIONS OF THIS ARTICLE IX WILL BE VOID AB INITIO AND OF NO FORCE OR EFFECT WHATSOEVER, PROVIDED, THAT ANY SUCH ATTEMPTED TRANSFER MAY BE A BREACH OF THIS AGREEMENT, NOTWITHSTANDING THAT SUCH ATTEMPTED TRANSFER IS VOID.

(b) Other Consequences. Without limiting the foregoing, if any Unit or Certificate representing a Unit is purported to be Transferred in whole or in part in contravention of this Article IX, the Person to whom such purported Transfer was made shall not be entitled to any rights as a Member whatsoever, including, without limitation, any of the following rights:

(i)to participate in the management, business or affairs of the Company;

(ii)to receive any reports pursuant to Section 6.2 hereof or obtain information concerning the Company pursuant to Section 6.3 or any other provision hereof;

(iii)to inspect or copy the Company’s books or records;

(iv)to receive any Economic Interest in the Company; or

(v)to receive upon the dissolution and winding up of the Company the net amount otherwise distributable to the Transferor pursuant to Section 10.2(c)(iii) hereof.

Article X
DISSOLUTION, LIQUIDATION AND TERMINATION

10.1Dissolution. The Company will dissolve and its affairs will be wound up only upon the approval of the Board and, if applicable, the Class B Member in accordance with Section 5.7.

10.2Liquidation and Termination. On dissolution of the Company, a majority of the Board may appoint one or more other Persons as liquidator(s). The liquidator will proceed diligently to wind up the affairs of the Company and liquidate the Company’s assets and make final distributions as provided herein. The costs of liquidation will be borne as a Company’s expense. Until final distribution, the liquidator will continue to operate the Company properties with all of the power and authority of the Members. Subject to Section 18-804 of the Delaware Act, the steps to be accomplished by the liquidator are as follows:

(a)Accounting. As promptly as possible after dissolution and again after final liquidation, the liquidator will cause a proper accounting to be made by a recognized firm of certified public accountants of the Company’s assets, liabilities and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable;

(b)Payments. The liquidator will pay from Company funds all of the debts and liabilities of the Company (including all expenses incurred in liquidation) or otherwise make adequate provision therefor (including the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidator may reasonably determine); and

(c)Disposition of Assets. The Company will dispose of all remaining assets as follows:

(i)the liquidator may sell any or all Company property, and any resulting gain or loss from each sale will be computed and allocated to the Members pursuant to Section 4.2;

(ii)with respect to all Company property that has not been sold, the fair market value of that property will be determined and the Capital Accounts of the Members will be adjusted to reflect the manner in which the unrealized income, gain, loss and deduction inherent in property that has not been reflected in the Capital Accounts previously would be allocated among the Members if there were a taxable Transfer of that property for the fair market value of that property on the date of distribution; and

(iii)thereafter, Company property will be distributed among the Members in accordance with Section 4.1. All distributions made pursuant to this clause (iii) will be made by the end of such taxable year (or, if later, within ninety (90) days after the date of such liquidation).

(d)Distributions. All distributions in kind to the Members will be made subject to the liability of each distributee for its allocable share of costs, expenses and liabilities theretofore incurred or for which the Company has committed prior to the date of termination and those costs, expenses and liabilities will be allocated to the distributee pursuant to this Section 10.2.

(e)Cancellation of Filing. On completion of the distribution of Company assets as provided herein, the Company will be terminated, and the Board (or such other Person or Persons as may be required) will cause the cancellation of any other filings made as provided in Section 1.6 and will take such other actions as may be necessary to terminate the Company.

Article XI
DEFINITIONS

11.1Definitions. As used in this Agreement, the following terms have the following meanings:

“Accredited Investor” has the meaning set forth in Section 2.3(i).

“Additional Preferred Units Notice” has the meaning set forth in Section 5.8.

“Additional Sanchez Activities” has the meaning set forth in Section 5.10(g)(i).

“Additional Units” has the meaning set forth in Section 3.1(a).

“Affiliate” of any Person means any other Person, directly or indirectly, Controlling, Controlled by or under common Control with such particular Person. For the purposes of this Agreement, The Blackstone Group L.P. and all private equity funds, portfolio companies, parallel investment entities, and alternative investment entities owned, managed, or Controlled by The Blackstone Group L.P. or its Affiliates that are not part of the credit-related businesses of The Blackstone Group L.P. shall not be considered or otherwise deemed to be an “Affiliate” of GSO or its Affiliates that are part of the credit-related businesses of The Blackstone Group L.P., but any fund or account managed, advised or subadvised by or Controlled by GSO or its Affiliates within the credit-related businesses of The Blackstone Group L.P. shall be considered an Affiliate of GSO. For the avoidance of doubt, (i) GSO or its Affiliates or any fund or account managed, advised or subadvised by or Controlled by GSO or its Affiliates shall not be considered an Affiliate of the Partnership or the Company, and (ii) Affiliates of the Sanchez Investor shall include any member of the Sanchez Group.

“Affiliate Threshold” has the meaning set forth in Section 5.7(b)(xiii).

“Agreement” means this Amended and Restated Limited Liability Company Agreement, as it may be amended, modified, supplemented or restated from time to time.

“Allocation Regulations” means Treasury Regulation §§1.704-1(b), 1.704-2 and 1.704-3, as such regulations may be amended and are in effect from time to time and any corresponding provisions of succeeding regulations.

“AMI” has the meaning given to such term in the Joint Development Agreement.

“AMI Acquisition” has the meaning given to the term “Acquisition” in the Joint Development Agreement.

“AMI Participation Opportunity” has the meaning given to such term in the Sanchez Letter Agreement.

“Anadarko Closing” has the meaning set forth in the Securities Purchase Agreement.

“APC/KM PSA” means that certain Purchase and Sale Agreement among Anadarko E&P Onshore LLC, Kerr-McGee Oil and Gas Onshore LP, SN Maverick, the Partnership and Blackstone Newco, dated January 12, 2017, as it may be amended, modified, supplemented or restated from time to time.

“Available Cash” has the meaning given to such term in the Partnership Agreement.

“Bankruptcy Event” means, with respect to any Person, the occurrence of one or more of the following events: (a) such Person (i) admits in writing its inability to pay its debts as they become due, (ii) files, or consents or acquiesces by answer or otherwise to the filing against it of a petition for relief or reorganization or rearrangement, readjustment or similar relief or any other petition in bankruptcy, for liquidation or to take advantage of any bankruptcy, insolvency, dissolution, reorganization, moratorium or other similar law of any jurisdiction, (iii) makes an assignment for the benefit of its creditors, (iv) consents to the appointment of a custodian, receiver, trustee or other officer with similar powers with respect to it or with respect to any substantial part of its property, (v) is adjudicated as bankrupt or as insolvent or to be liquidated, (vi) gives notice to any Governmental Authority of insolvency or pending insolvency, or (vii) takes corporate action for the purpose of any of the foregoing; or (b) a court of Governmental Authority of competent jurisdiction enters an order appointing, without consent by such Person, a custodian, receiver, trustee or other officer with similar powers with respect to it or with respect to any substantial part of its property, or constituting an order for relief or approving a petition for relief or reorganization or any other petition in bankruptcy or for liquidation or to take advantage of any bankruptcy or insolvency law of any jurisdiction, or ordering the dissolution, winding-up or liquidation of such Person, or a petition or involuntary case with respect to any of the foregoing shall be filed or commenced against such Person.

“Base Preferred Return Amount” has the meaning given to such term in the Partnership Agreement.

“Basic Documents” has the meaning assigned to such term in the Securities Purchase Agreement.

“Blackstone Newco” means Aguila Production, LLC.

“Board of Directors” or “Board” has the meaning set forth in Section 5.1.

“Business Day” means any day other than a Saturday, Sunday or a day on which commercial banks are authorized or required to close in Houston, Texas.

“Capital Account” has the meaning set forth in Section 4.3.

“Capital Contribution” means, with respect to any Member, the total amount of money contributed to the capital of the Company by such Member, whether as an initial Capital Contribution or as an additional Capital Contribution.

“Cause” means, with respect to the Independent Director, (a) acts or omissions by such Independent Director that constitute willful disregard of such Independent Director’s duties under this Agreement, bad faith or gross negligence, (b) that such Independent Director has engaged in or has been charged with, or has been convicted of, fraud or other acts constituting a crime under any law applicable to such Independent Director, (c) that such Independent Director is unable to perform his or her duties as Independent Director due to disability or incapacity or (d) that such Independent Director no longer meets the definition of Independent Director.

“CEO” has the meaning set forth in Section 5.6.

“Certificates” has the meaning set forth in Section 9.1.

“Change of Control” has the meaning set forth in the Indenture.

“Citi” means Citigroup Global Markets Inc., Citibank, N.A., Citicorp USA, Inc., Citicorp North America, Inc. or any of their respective affiliates, as may be applicable.

“Class A Member” means any Member holding Class A Units with regard to such Person’s particular limited liability company equity interest designated by Class A Units.

“Class A Unit” means a limited liability company Equity Interest in the Company designated as a “Class A Unit” and which shall provide the holder thereof with the rights and obligations specified with respect to a Class A Unit in this Agreement.

“Class B Member” means any Member holding Class B Units with regard to such Person’s particular limited liability company equity interest designated by Class B Units.

“Class B Unit” means a limited liability company Equity Interest in the Company designated as a “Class B Unit” and which shall provide the holder thereof with the rights and obligations specified with respect to a Class B Unit in this Agreement.

“Code” means the Internal Revenue Code of 1986, as amended from time to time (or any corresponding provisions of succeeding law).

“Common Unit” has the meaning given to such term in the Partnership Agreement.

“Company” has the meaning set forth in the preamble to this Agreement.

“Confidential Information” has the meaning set forth in Section 12.2.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of, the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise. The terms “Controlled” and “Controlling” shall have correlative meanings.

“Core Area” has the meaning given to such term in the Joint Development Agreement.

“Credit Agreement” means the credit agreement governing the up to $500 million senior secured, first-lien, reserve-based revolving credit facility, among the Partnership, as borrower, and JPMorgan Chase Bank, N.A. and Citi, as joint lead arrangers and joint book runners, JPMorgan Chase Bank, N.A. as administrative agent, and JPMorgan Chase Bank, N.A., Citi and the syndicate of banks and financial institutions named therein as the lenders, as amended or modified from time to time.

“Credit Agreement Agent” means the administrative agent under the Credit Agreement or a Replacement Credit Agreement.

“Delaware Act” means the Delaware Limited Liability Company Act, 6 Del. C. § 18-101 et seq., as it may be amended from time to time, and any successor statute thereto.

“Delaware Certificate” has the meaning set forth in the Recitals hereto.

“Demand Facility” has the meaning given to such term in that certain Project Lightning Fee Letter, dated January 12, 2017, among J.P. Morgan, Citi and the Partnership, as in effect on the date thereof.

“Director” or “Directors” has the meaning set forth in Section 5.3(a)(i).

“Disposition Transaction” has the meaning given to such term in the Partnership Agreement.

“Distributions” has the meaning given to such term in the Partnership Agreement.

“Drilling Commitment Agreement” has the meaning given to such term in the Securities Purchase Agreement.

“Dual Closing” has the meaning set forth in the Securities Purchase Agreement.

“Economic Interest” means a Person’s right to share in the income or loss or similar items of, and to receive distributions from, the Company, but does not include any other rights of a Member including, without limitation, the right to vote, consent or otherwise participate in the management of the Company, the right to designate Directors to the Board, or, except as specifically provided in this Agreement or required under the Delaware Act, any right to information concerning the business and affairs of the Company.

“Effective Date” has the meaning set forth in the preamble to this Agreement.

“Equity Interests” has the meaning given to such term in the Partnership Agreement.

“Equity Securities” has the meaning given to such term in the Partnership Agreement.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Existing Producing Wells” has the meaning given to such term in the Joint Development Agreement.

“Exit Transaction” has the meaning set forth in Section 9.5(a)

“Exit Transaction Consideration” has the meaning set forth in Section 9.5(f).

“FIRPTA” means the Foreign Investment in Real Property Tax Act of 1980.

“Fiscal Year” has the meaning set forth in Section 1.5.

“Fund Indemnified Persons” has the meaning set forth in Section 8.9.

“Fund Indemnitors” has the meaning set forth in Section 8.9.

“GAAP” has the meaning set forth in Section 6.1.

“GSO” means GSO Capital Partners LP, a Delaware limited partnership.

“GSO Director” has the meaning set forth in Section 5.3(a)(i).

“GSO Group” means the GSO Investor and its Affiliates, other than the Company, the Partnership and their respective Subsidiaries.

“GSO Investor” has the meaning set forth in the preamble to this Agreement.

“GSO Partner” means GSO ST Holdings LP.

“Hedge Agreements” has the meaning given to such term in the definition of “Indebtedness”.

“Hedging Activity” has the meaning given to such term in the Partnership Agreement.

“Hydrocarbons Marketing Agreement” means the Hydrocarbons Purchase and Marketing Agreement, dated as of the Effective Date, by and between SN Maverick and the Partnership.

“Incapacity” means with respect to any Person, the bankruptcy (as defined in the Delaware Act), liquidation, dissolution or termination of such Person.

“Indebtedness” means, with respect to any specified Person at any date, without duplication, (a) all indebtedness of such Person for borrowed money, (b) all obligations of such Person for a deferred purchase price (other than trade payables incurred in the ordinary course of such Person’s business, consistent with past practice), (c) all obligations of such Person evidenced by notes, bonds, debentures or other similar instruments, (d) all obligations of such Person under capital leases, (e) all obligations of such Person, contingent or otherwise, as an account party or applicant under or in respect of acceptances, letters of credit, surety bonds or similar arrangements, regardless of whether drawn, (f) all obligations of such Person created or arising under any conditional sale or title retention agreement, (g) all net obligations of such Person payable under any rate, currency, commodity or other swap, option or derivative agreement (collectively, “Hedge Agreements”), (h) all obligations secured by (or for which the holder of such obligation has an existing right, contingent or otherwise, to be secured by) any Lien on property owned by such Person, regardless of whether such Person has assumed or become liable for the payment of such obligation and (i) all obligations of others guaranteed by such Person.

“Indemnified Person” has the meaning set forth in Section 8.2.

“Indenture” means that certain Indenture, dated as of June 27, 2014, among the Sanchez Parent, the subsidiary guarantors named therein and U.S. Bank National Association, as trustee, as amended or

supplemented on or prior to the date hereof, but without giving effect to any amendment or supplement entered into after the date hereof and regardless of whether the Indenture remains in effect.

“Independent Director” means an individual who (1) has prior experience as an independent director, independent manager or independent member with at least three (3) years of employment experience, (2) is either provided by (x) CT Corporation, Corporation Service Company, National Registered Agents, Inc., Wilmington Trust Company, Stewart Management Company, or Lord Securities Corporation or (y) if none of those companies is then providing professional Independent Directors, a nationally recognized company reasonably approved by the Credit Agreement Agent that provides professional Independent Directors and other corporate services in the ordinary course of its business, and (3) is duly appointed as an Independent Director and is not, and has never been, and will not while serving as Independent Director be, any of the following:

(a)a member, partner, equityholder, manager, director, officer or employee of the Company or the Partnership Group Companies or Affiliates thereof;

(b)a creditor, supplier or service provider (including provider of professional services) to the Company, any Partnership Group Company, the Member or any of their respective equityholders or Affiliates (other than a nationally-recognized company that routinely provides professional Independent Directors and other corporate services to the Company, the Member or any of its Affiliates in the ordinary course of its business);

(c)a family member of any such member, partner, equityholder, manager, director, officer, employee, creditor, supplier or service provider; or

(d)a Person that controls (whether directly, indirectly or otherwise) any of (a), (b) or (c) above.

“Investor Redemption Event” has the meaning set forth in Section 9.5(a).

“Joint Development Agreement” means the Joint Development Agreement, dated as of the Effective Date, among the Partnership, Blackstone Newco and SN Maverick, as it may be amended, modified, supplemented or restated from time to time.

“Joint Properties” means the properties in which Sanchez Parent and its Affiliates (other than, for the avoidance of doubt, the Partnership Group Companies), on the one hand, and any of the Partnership Group Companies, on the other hand, jointly own working interests.

“KNOC Closing” has the meaning set forth in the Securities Purchase Agreement.

“KNOC PSA” has the meaning set forth in the Securities Purchase Agreement.

“Law” means any federal, state and local statute, law (including common law and the Delaware Act), rule, regulation, code, order, ordinance, license, writ, injunction, judgment, award (including awards of any arbitrator) and decree and other legally enforceable requirement enacted, adopted, issued or promulgated by any Governmental Authority.

“Loss” has the meaning set forth in Section 8.2.

“Member” means each Person identified as a holder of Units on Exhibit A hereto as of the date hereof who has executed this Agreement or a counterpart hereof and each Person who is hereafter admitted as a Member in accordance with the terms of this Agreement and the Delaware Act, in each case so long as such Person is shown on the Company’s books and records as the owner of one or more Units. The Members shall constitute the “members” (as that term is defined in the Delaware Act) of the Company.

“Membership Interest” means a Member’s ownership interest in the Company, which may be expressed as one or more Units, including such Member’s right to share in distributions, profits and losses and the right, if any, to participate in the management of the business and affairs of the Company, including the right, if any, to vote on, consent to or otherwise participate in any decision or action of or by the Members, the right to designate Directors to the Board, and the right to receive information concerning the business and affairs of the Company, in each case to the extent expressly providing in this Agreement or otherwise required by the Delaware Act.

“Minority Director” has the meaning set forth in Section 5.4(b).

“MSA” means the Management Services Agreement, dated as of the Effective Date, by and between Sanchez Oil and Gas Corporation and the Partnership, as it may be amended, modified, supplemented or restated from time to time.

“NYMEX Pricing” means, as of any date of determination with respect to any month (i) for crude oil, the closing settlement price for the Light, Sweet Crude Oil futures contract for each month, and (ii) for natural gas, the closing settlement price for the Henry Hub Natural Gas futures contract for such month, in each case as published by New York Mercantile Exchange (NYMEX) on its website currently located at www.nymex.com or any successor thereto (as such pricing may be corrected or revised from time to time by the NYMEX in accordance with its rules and regulations).

“Officer” means each Person designated as an officer of the Company pursuant to Section 5.6 for so long as such Person remains an officer pursuant to the provisions of Section 5.6.

“Operating Agreement” has the meaning given to such term in the Joint Development Agreement.

“Operating Committee” has the meaning given to such term in the Joint Development Agreement.

“Original LLC Agreement” has the meaning set forth in the Recitals hereto.

“Participating Sellers” has the meaning set forth in Section 9.5(h).

“Partnership” has the meaning set forth in Section 1.9.

“Partnership Agreement” means the Partnership’s Amended and Restated Agreement of Limited Partnership, as it may be amended from time to time.

“Partnership Fiscal Quarter” means each calendar quarter ending March 31, June 30, September 30 and December 31, or such other quarterly accounting period of the Partnership as may be established by the Company. It is understood and agreed that the first Partnership Fiscal Quarter shall be deemed the period of time commencing on the Effective Date and concluding on the date that is the last day of the Fiscal Quarter during which the Effective Date occurs.

“Partnership Fiscal Year” means the calendar year ending on December 31, or such other annual accounting period for the Partnership as may be established by the Company.

“Partnership Group Companies” has the meaning set forth in Section 1.9.

“Partnership Representative” has the meaning set forth in Section 7.1.

“PDP PV-10” means the net present value, discounted at ten percent (10%) per annum, of the future net revenues (using NYMEX forward curve pricing for the next five (5) years as of the date of determination and flat prices from the fifth calendar year thereafter) expected to accrue to the Partnership’s collective interest in any Proved Developed Producing Reserves (as defined in the Partnership Agreement) (in each case determined as of the last day of the most recent Partnership Fiscal Year or Partnership Fiscal Quarter for which a reserve report prepared under Section 5.7 of the Partnership Agreement is available) during the remaining expected economic lives of such reserves. Each calculation of such expected future net revenues shall take into account the mark-to-market value of all Hedge Agreement of the Partnership Group Companies relating to the Partnership’s production and shall be made as of the date requested in accordance with the then existing standards of the Society of Petroleum Engineers, provided that in any event (a) appropriate deductions shall be made for severance and ad valorem taxes, and for operating, gathering, transportation and marketing costs required for the production and sale of such reserves, (b) the pricing assumptions used in determining PDP PV-10 for any particular reserves shall be based upon the Strip Price for the next five (5) years and (c) the cash-flows derived from the pricing assumptions set forth in clause (b) above shall be further adjusted to account for the historical basis differential.

“PDP PV-10 Ratio” means, as of any date of determination, the ratio of (i) PDP PV-10 (determined as of the last day of the most recent Partnership Fiscal Year or Partnership Fiscal Quarter for which a reserve report prepared by an independent reservoir engineering firm is available) to (ii) the sum of the outstanding Indebtedness of the Partnership Group Companies and the Base Preferred Return Amount (as defined in the Partnership Agreement) (disregarding for purposes of this determination clause (ii) in the definition of Base Preferred Return Amount), in each case determined as of the last day of the most recent Partnership Fiscal Year or Partnership Fiscal Quarter (as each are defined in the Partnership Agreement) for which financial statements of the Partnership are available.

“Percentage Interest” means, as of the date of determination (a) with respect to any Member and particular class or series of Unit, that percentage corresponding with the ratio that such Member’s relative number of Units within such class or series bears to the total outstanding number of Units of such class or series held by all Members and (b) with respect to any Member and all Units, that percentage corresponding with the ratio that such Member’s relative Membership Interests represented by its Units bears to the total Membership Interests of all Members represented by their outstanding Units, in each case, as set forth in Exhibit A.

“Permitted Lien” means (i) Liens for taxes not yet due and payable or which are being actively contested in good faith by appropriate proceedings with appropriate reserves therefor; (ii) mechanics’, materialmens’, carriers’, workmens’, warehousemens’, repairmens’ or landlords’ Liens or other like Liens and security obligations that are not delinquent; (iii) matters of record, zoning, building or other restrictions, variances, covenants, rights of way, encumbrances, easements and other minor irregularities in title, in each case, which do not materially interfere with the ordinary conduct of business of the Company and its Subsidiaries and do not materially detract from the value or use of the property subject thereto, (iv) Liens securing Indebtedness incurred under any Senior Debt, including pursuant to the Credit Agreement or Replacement Credit Agreement or any other Senior Debt Agreement and (v) Liens permitted under any Senior Debt, including the Credit Agreement or Replacement Credit Agreement or any other Senior Debt Agreement or Replacement Credit Agreement.

“Permitted Transferee” means, with respect to any Person, (i) any of such Person’s Affiliates (it being understood that in the case of (a) the GSO Investor, such Affiliate must be an entity or fund managed, advised or sub-advised by or Controlled by GSO or its Affiliates, and (b) the Sanchez Investor, such Affiliate must be wholly owned, directly or indirectly, by Sanchez Parent for purposes of being deemed a Permitted Transferee), or (ii) any transferee in connection with an Exit Transaction.

“Person” means an individual or a corporation, partnership, limited liability company, trust, estate, unincorporated organization, association, “group” (as such term is defined in Section 13(d) of the Exchange Act) or other entity.

“Preferred Unit Closings” has the meaning set forth in the Securities Purchase Agreement.

“Preferred Units” has the meaning given to such term in the Partnership Agreement.

“Proceeding” has the meaning set forth in Section 8.2.

“Quarterly Distribution Amount” has the meaning given to such term in the Partnership Agreement.

“Redemption Non-Payment” has the meaning given to such term in the Partnership Agreement.

“Renounced Business Opportunity” has the meaning set forth in Section 5.10(d).

“Replacement Credit Agreement” means a credit agreement that provides for revolving loans to the Partnership and is established among the Partnership and one or more commercial banks and other commercial lenders in replacement of the current Credit Agreement, which credit agreement shall be on terms and conditions that are generally considered market for a company similarly situated to the Partnership and that, in the aggregate, are at least as favorable to the Partnership as the Credit Agreement; provided that the financial covenants, voluntary prepayments, mandatory prepayments, and provisions relating to events of default, interest costs (including upfront lender fees and discounts), call protection or costs associated with voluntary or mandatory repayment, and restricted payments (including restrictions on Distributions) shall each be at least as favorable to the Partnership as the Credit Agreement; provided, further, that such credit agreement shall in no way limit or restrict the payment of distributions or redemption of the Preferred Units other than as permitted by the terms of the Partnership Agreement as in effect on the Effective Date.

“Sale Transaction” has the meaning given to such term in the Joint Development Agreement.

“Sanchez Director” has the meaning set forth in Section 5.3(a)(i).

“Sanchez Group” means the Sanchez Parent and its Affiliates, Sanchez Investor, SPP, Sanchez Oil & Gas Corporation, Blackstone Newco, and any Person Controlled by any one or more of the foregoing (other than the Company, the Partnership and their respective Subsidiaries).

“Sanchez Investor” has the meaning set forth in the preamble to this Agreement.

“Sanchez Letter Agreement” means that certain Letter Agreement between SN Maverick, Sanchez Parent and the Partnership, dated as of the Effective Date.

“Sanchez Parent” means Sanchez Energy Corporation, a Delaware corporation.

“Sanchez Vehicle” means SN Maverick or Sanchez Parent or any of its Affiliates (other than the Company or its Subsidiaries or any Partnership Group Company) that holds title to any of the properties acquired

by SN Maverick at the “Closing” (as defined in the APC/KM PSA) pursuant to the APC/KM PSA or any Joint Properties.

“Securities Act” means the Securities Act of 1933, as amended.

“Securities Purchase Agreement” has the meaning set forth in the Recitals hereto.

“Senior Debt” means credit or other debt facilities or issuances, including, but not limited to, the credit facility provided pursuant to the Credit Agreement.

“Senior Debt Agreements” means the Credit Agreement and any other credit agreement, note purchase agreement, indenture or other agreements evidencing Senior Debt, collectively, and any documents related thereto.

“Separate Closing” has the meaning set forth in the Securities Purchase Agreement.

“SN Maverick” means SN EF Maverick, LLC, a Delaware limited liability company.

“Special Approval” has the meaning set forth in Section 5.7(b).

“SPP” means Sanchez Production Partners LP, a Delaware limited partnership.

“Springfield Gathering Agreements” means (i) the Amended and Restated Lease Dedication and Gas Gathering Agreement, dated effective as of January 1, 2016, between Springfield Pipeline LLC, a Texas limited liability company (“Springfield”), and Anadarko Onshore (as defined in the Securities Purchase Agreement) and (ii) the Amended and Restated Lease Dedication and Oil Gathering Agreement, dated effective as of January 1, 2016, between Springfield and Anadarko Onshore, of which, to the extent related to the properties acquired by SN Maverick and the Partnership at the Anadarko Closing or Dual Closing, as applicable, the rights and obligations of Anadarko Onshore with respect to operations from and after such Anadarko Closing or Dual Closing, as applicable, will be assigned by Anadarko Onshore to Sanchez Parent.

“Strip Price” means, at any time, (i) for the remainder of the current calendar year, the average NYMEX Pricing for the remaining contracts in the current calendar year, (ii) for each of the succeeding three (3) complete calendar years, the average NYMEX Pricing for the twelve (12) months in each such calendar year, and (iii) for the succeeding fourth complete calendar year, and for each calendar year thereafter, the average NYMEX Pricing for the twelve (12) months in such fourth calendar year.

“Subsidiary” means, with respect to any Person, any corporation, limited liability company, partnership, association or business entity of which (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (ii) if a limited liability company, partnership, association or other business entity (other than a corporation), a majority of limited liability, partnership or other similar ownership interests thereof with voting rights at the time owned or controlled, directly or indirectly, by any Person or one or more Subsidiaries of that Person or a combination thereof. For purposes hereof, a Person or Persons shall be deemed to have a majority ownership interest in a limited liability company, partnership, association or other business entity (other than a corporation) if such Person or Persons shall be allocated a majority of limited liability company, partnership, association or other business entity gains or losses or shall be or Control, directly or indirectly,

the manager, managing member, managing director (or a board comprised of any of the foregoing) or general partner of such limited liability company, partnership, association or other business entity.

“Substitute Member” means any Transferee that has been admitted as a Member of the Company pursuant to Section 9.7(c) by virtue of such Transferee receiving all or a portion of a Member’s Units from a Member.

“Tag Right” has the meaning given to such term in the APC/KM PSA.

“Tag Right Interests” has the meaning given to such term in the APC/KM PSA.

“Tax Matters Member” has the meaning set forth in Section 7.1.

“Test Level” means (i) for any quarter in 2017, 1.0x, (ii) for any quarter in 2018, 1.10x, (iii) for any quarter in the period commencing January 1, 2019 and ending December 31, 2021, 1.25x, and (iv) for any quarter in the period commencing January 1, 2022 and ending December 31, 2023, 1.40x.

“Transferee” means a Person that acquires all or any portion of a Member’s Units as a result of a Transfer.

“Transferor” means a Person that Transfers all or any portion of such Person’s Units as a result of a Transfer.

“Unit” means a limited liability company Equity Interest in the Company comprising a Member’s Membership Interest in the Company and designated as a Class A Unit, Class B Unit or any other class of Units designated by the Board.

“UnSub Representative” has the meaning given to such term in the Joint Development Agreement.

11.2Construction. Whenever the context requires, (a) the gender of all words used in this Agreement includes the masculine, feminine, and neuter and (b) terms “hereof,” “herein,” “hereby” and derivative or similar words refer to this Agreement, and such words do not refer to the Delaware Act or any particular section, clause or provision of this Agreement. All references to a Person include such Person’s successors and permitted assigns. All references to Articles and Sections refer to articles and sections of this Agreement, and all references to Exhibits are to exhibits attached hereto, each of which is made a part hereof for all purposes. The use herein of the word “include” or “including,” when following any general statement, term or matter, will not be construed to limit such statement, term or matter to the specific items or matters set forth following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather will be deemed to refer to all other items or matters that fall within the broadest possible scope of such general statement, term or matter. The term “or” is not exclusive. The definitions set forth or referred to in Section 11.1 will apply equally to both the singular and plural forms of the terms defined and derivative forms of defined terms will have correlative meanings. Where any provision in this Agreement refers to action to be taken by any Person, or which such Person is prohibited from taking, such provision will be applicable whether such action is taken directly or indirectly by such Person,

including actions taken by or on behalf of any Affiliate of such Person. All accounting terms used herein and not otherwise defined herein will have the meanings accorded them in accordance with GAAP and, except as expressly provided herein, all accounting determinations will be made in accordance with GAAP. The parties acknowledge that this Agreement has been negotiated by such parties with the benefit of counsel and, accordingly, any principle of law that provides that any ambiguity in a contract or agreement shall be construed against the party that drafted such contract or agreement shall be disregarded and is expressly waived by all of the parties hereto.

Article XII
MISCELLANEOUS

12.1Notices. Except as expressly set forth to the contrary in this Agreement, all notices, requests or consents provided for or permitted to be given under this Agreement must be in writing and must be given either by (a) depositing such writing with a reputable overnight courier for next day delivery, (b) depositing such writing in the United States mail, addressed to the recipient, postage paid, and registered or certified with return receipt requested or (c) delivering such writing to the recipient in person, by courier or by electronic mail transmission; and a notice, request or consent given under this Agreement is effective upon receipt against the Person who receives it. All notices, requests and consents to be sent to a Member must be sent to or made at the address given for that Member on Exhibit A, or such other address as that Member may specify by notice to the other Members. Any notice, request or consent to the Company or the Board must be given to the Board or, if appointed, the secretary of the Company at the Company’s chief executive offices. Whenever any notice is required to be given by Law or this Agreement, a written waiver thereof, signed by the Person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

12.2Confidential Information. Each Member recognizes and acknowledges that it has received and may in the future receive certain confidential and proprietary information and trade secrets of Sanchez Parent and its Subsidiaries, the Company and its Subsidiaries, the Partnership Group Companies and the Members (including their respective predecessors) (the “Confidential Information”). Except as otherwise consented to by the Company in writing, each Member agrees that it will not, during or after the term of this Agreement, whether directly or indirectly through an Affiliate or otherwise, use any Confidential Information for any purposes other than in connection with its investment in the Company or disclose any Confidential Information for any reason or purpose whatsoever, except for disclosures: (i) to authorized directors, managers, officers, representatives, agents and employees of such Member or its Affiliates (other than portfolio companies of the GSO Investor), the Company, its Subsidiaries or the Partnership Group Companies and as otherwise may be proper in the course of performing such Member’s obligations, or enforcing such Member’s rights, under this Agreement and the agreements expressly contemplated hereby, provided, that each such Person is informed of the confidential nature of such Confidential Information, agrees to hold such Confidential Information confidential and that the disclosing Member remains liable for any breach of this provision by such Persons; (ii) made to the limited partners, owners, co-investors, and prospective investors in funds managed, advised or sub-advised by the Class B Member or its Affiliates; provided that if such limited partners, owners, co-investors, and prospective investors are receiving Confidential Information (other than with respect to high-level summary information regarding the operations of the Company, any of its Subsidiaries or any of the Partnership Group Companies (e.g., total production volumes, total revenues, etc.)), such receiving Person shall be subject to confidentiality obligations to the GSO Investor or its Affiliates; (iii) to any bona fide prospective purchaser of the equity or assets of the Company, any of its Subsidiaries, any of the Partnership Group Companies or their respective Affiliates or the Units held by such Member, to prospective financing sources, or a prospective merger partner of such Member, the Company, its Subsidiaries, the Partnership Group Companies or any of their respective Affiliates and, except in connection with transactions contemplated under Section 9.5 and except as may be precluded by contractual restrictions on disclosure, following prior written notice of such disclosure to the Company or the Partnership, provided, that such purchaser, financing sources, or merger partner agrees in writing to be bound by the provisions

of this Section 12.2 or other confidentiality agreement that includes confidentiality and use provisions at least as restrictive as the provisions herein; (iv) to attorneys, accountants and other professionals of such Member or its Affiliates; (v) as is required to be disclosed by order of a court of competent jurisdiction, administrative body or governmental body, or by subpoena, summons or legal process, or by law, rule or regulation or in connection with any disclosure to regulatory or Governmental Authority that regulates the Class B Member, provided, that the Member shall provide to the Company prompt notice of any such requirement to enable the Company to seek an appropriate protective order or confidential treatment (except no such opportunity shall be afforded in the case of any law, rule or regulation or a routine audit or examination by, or a blanket document request from, a governmental or regulatory entity that does not reference the Company or this Agreement or if notifying the Company in advance of such disclosure is prohibited by applicable law) and shall disclose only that portion of such Confidential Information so required to be disclosed and (vi) by Sanchez Parent in connection with any publicly filed reports to the extent (A) relating to the Partnership Group Companies’ operations and assets and (B) the disclosure of such information is required by applicable law or regulation to be included therein. For purposes of this Section 12.2, the term “Confidential Information” shall not include any information that (x) a Person learns from a source other than the Company, its Subsidiaries or the Partnership Group Companies, or any of their respective representatives, employees, agents or other service providers, (y) is disclosed to the public or is available in the public domain or (z) was in a Person’s possession prior to disclosure hereunder; provided such information is not known by such Person to be subject to an obligation of confidentiality owed to the other Members. Furthermore, the Members understand that Members and their representatives who have access to the Confidential Information may retain mental impressions of some aspects of the Confidential Information and the Members agree that neither the Members nor any of their representatives shall have any liability hereunder for use of such mental impressions in evaluating other business opportunities, except as otherwise expressly provided in this Agreement or any ancillary agreement thereto.

12.3Entire Agreement; Integrated Transaction. This Agreement, the other Basic Documents and the other agreements and documents expressly referred to herein are intended by the Members as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein and therein. This Agreement, the other Basic Documents and the other agreements and documents expressly referred to herein or therein supersede all prior agreements and understandings between the parties with respect to such subject matter. Each of the Members acknowledges and agrees that in executing this Agreement (i) the intent of the parties in this Agreement and the other Basic Documents shall constitute an unseverable and single agreement of the parties with respect to the transactions contemplated hereby and thereby, (ii) it waives, on behalf of itself and each of its Affiliates, any claim or defense based upon the characterization that this Agreement and the other Basic Documents are anything other than a true single agreement relating to such matters and (iii) the matters set forth in this Section 12.3 constitute a material inducement to enter into this Agreement and the other Basic Documents and to consummate the transactions contemplated hereby and thereby. Each of the Members stipulates and agrees (i) not to challenge the validity, enforceability or characterization of this Agreement and the other Basic Documents as a single, unseverable instrument pertaining to the matters that are the subject of such agreements, (ii) this Agreement and the other Basic Documents shall be treated as a single integrated and indivisible agreement for all purposes, including the bankruptcy of any party and (iii) not to assert or take or omit to take any action inconsistent with the agreements and understandings set forth in this Section 12.3.

12.4Effect of Waiver or Consent. A waiver or consent, express or implied, to or of any breach or default by any Person in the performance by that Person of its obligations hereunder or with respect to the Company is not a consent or waiver to or of any other breach or default in the performance by that Person of the same or any other obligations of that Person hereunder or with respect to the Company. Failure on the part of a Person to complain of any act of any Person or to declare any Person in default hereunder or with respect to the Company, irrespective of how long that failure continues, does not constitute a waiver by that Person of its rights with respect to that default until the applicable statute-of-limitations period has run.

12.5Amendment or Modification. Except for amendments authorized by Section 2.1, this Agreement and any provision hereof may be amended, waived (except as otherwise provided herein), or modified from time to time only by a unanimous written instrument signed by the Members; provided any modifications, amendments or waivers (including by any restatement or supplements) (a) effecting the obligations to appoint, and the rights of, an Independent Director, including without limitation under Sections 5.3(a)(i), 5.3(c), 5.3(e), 5.4(b) and 5.7(c) that adversely affect the Lenders (as defined in the Credit Agreement) under the Credit Agreement, (b) to the definitions of “Independent Director” and “Cause”, and (c) to Sections 5.13, 12.5 and 12.6 shall require the prior written consent of the Credit Agreement Agent, and the Credit Agreement Agent shall be a third party beneficiary hereunder to enforce such provisions.

12.6Binding Effect. Subject to the restrictions on Transfers set forth in this Agreement, this Agreement is binding on and shall inure to the benefit of the Members and their respective heirs, legal representatives, successors and permitted assigns and all other Persons hereafter holding, having or receiving an interest in the Company, whether as Transferees, Substitute Members or otherwise. The terms and provisions of this Agreement are intended solely for the benefit of each party hereto and their respective successors or permitted assigns, and it is not the intention of the parties to confer third-party beneficiary rights upon any other Person other than the Credit Agreement Agent for the matters described in Section 12.5.

12.7Consent to Jurisdiction; Waiver of Trial by Jury.

(a) Each Member and the Company irrevocably and unconditionally submits, for itself and its property, to the non-exclusive jurisdiction of the Court of Chancery of the State of Delaware, and any appellate court thereof, in any action or proceeding arising out of or relating to this Agreement or the agreements delivered in connection herewith or the transactions contemplated hereby or thereby or for recognition or enforcement of any judgment relating thereto, and each of the parties hereby irrevocably and unconditionally (i) agrees not to commence any such action or proceeding except in such courts, (ii) agrees that any claim in respect of any such action or proceeding may be heard and determined in the Court of Chancery of the State of Delaware, (iii) waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any such action or proceeding in the Court of Chancery of the State of Delaware, and (iv) waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding in the Court of Chancery of the State of Delaware. Each Member and the Company agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each Member and the Company irrevocably consents to service of process in the manner provided for notices in Section 12.1. Nothing in this Agreement will affect the right of any Member or the Company to serve process in any other manner permitted by applicable law.

(b) EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT AND ANY OF THE AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

12.8Governing Law. This Agreement shall be construed in accordance with and governed by the internal laws of the State of Delaware, without regard to the principles of conflicts of law (whether of the State of Delaware or otherwise) that would result in the application of the laws of any other jurisdiction. In the event of a direct conflict between the provisions of this Agreement and any provision of the Delaware Certificate or

any mandatory provision of the Delaware Act, the applicable provision of the Delaware Certificate or the Delaware Act shall control.

12.9Further Assurances. In connection with this Agreement and the transactions contemplated hereby, each Member shall execute and deliver any additional documents and instruments and perform any additional acts that may be necessary or appropriate to effectuate and perform the provisions of this Agreement and those transactions.

12.10Waiver of Certain Rights. Each Member irrevocably waives any right it may have to demand any distributions or withdrawal of property from the Company except as provided herein or to maintain any action for dissolution (whether pursuant to Section 18-802 of the Delaware Act or otherwise) of the Company or for partition of the property of the Company and confirms that such waivers are a material term of this Agreement.

12.11Notice to Members of Provisions. By executing this Agreement, each Member acknowledges that it has actual notice of (a) all of the provisions hereof (including, without limitation, the restrictions on the transfer set forth in Article IX) and (b) all of the provisions of the Delaware Certificate.

12.12Counterparts. This Agreement may be executed in multiple counterparts, any of which may be delivered via facsimile or PDF, with the same effect as if all signing parties had signed the same document. All counterparts shall be construed together and constitute the same instrument.

12.13Headings. The headings used in this Agreement are for the purpose of reference only and will not otherwise affect the meaning or interpretation of any provision of this Agreement.

12.14Remedies. The Company and the Members shall be entitled to enforce their rights under this Agreement specifically, to recover damages by reason of any breach of any provision of this Agreement (including costs of enforcement) and to exercise any and all other rights existing in their favor. The parties hereto agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of this Agreement and that the Company or any Member may in its or his sole discretion apply to any court of law or equity of competent jurisdiction for specific performance or injunctive relief (without posting a bond or other security) in order to enforce or prevent any violation or threatened violation of the provisions of this Agreement.

12.15Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable Law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any other jurisdiction, but this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

12.16No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement or any document, agreement, or instrument delivered contemporaneously herewith, and notwithstanding the fact that any Member may be a partnership or limited liability company, each Member hereto, by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no Persons other than the Members shall have any obligation hereunder and that it has no rights of recovery hereunder against, and no recourse hereunder or under any documents, agreements, or instruments delivered contemporaneously herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative or employee of any Member (or any of their successor or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder or member of any Member (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative,

IN WITNESS WHEREOF, the Company and the Members have executed this Agreement as of the Effective Date.

	COMPANY:

	SN EF UNSUB GP, LLC

	By:
	Name:	Patricio D. Sanchez
	Title:	Chief Executive Officer


	MEMBERS:

	SN UR HOLDINGS, LLC


	By:
	Name:	Antonio R. Sanchez, III
	Title:	Chief Executive Officer


	GSO ST HOLDINGS ASSOCIATES LLC


	By:
	Name:	[●]
	Title:	[●]

Exhibit A

Members, Capital Contributions and Units Held

Member	Capital Contribution	Capital Account Balance	Units	Percentage Interest



Sanchez Investor	$990	$990	99 Class A Units	99%

GSO Investor	$10	$10	1 Class B Units	1%

Total	$1,000	$1,000	100 Units	100%

	Members’ Address for Notices
Sanchez Investor	c/o Sanchez Energy Corporation SN UR Holdings, LLC 1000 Main Street, Suite 3000 Houston, TX 77002 Attention: Gregory Kopel Email: gkopel@sanchezog.com
	With a copy to (which shall not constitute notice): Kirkland & Ellis LLP 600 Travis, Suite 3300 Houston, TX 77002 Attn: John D. Pitts Email: john.pitts@kirkland.com
GSO Investor	GSO ST Holdings Associates LLC c/o GSO Capital Partners 1111 Bagby Street, Suite 2050 Houston, TX 77002 Attention: Robert Horn Email: Robert.horn@gsocap.com

SECURITIES PURCHASE AGREEMENT

R E C I T A L S:

5Note to Draft: To equal agreed Preferred Unit Purchase Price as of closing.