Omnibus Agreement (2013)Full Document 

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This Omnibus Agreement is entered into on, and effective as of, [], 2013 (the "Closing Date"), and is by and among New Source Energy Partners L.P., a Delaware limited partnership (the "MLP"), New Source Energy GP, LLC, a Delaware limited liability company and the general partner of the MLP (the "General Partner") and New Source Energy Corporation, a Delaware corporation ("New Source Energy"). The above-named entities are sometimes referred to in this Agreement each as a "Party" and collectively as the "Parties."


WHEREAS, on the Closing Date, New Source Energy will contribute and/or sell certain assets and interests to the MLP (the "Contribution") pursuant to the MLP Contribution Agreement in exchange for limited partnership interests in the MLP, cash and other consideration agreed to by the Parties; and

WHEREAS, in connection with the Contribution, the Parties desire by their execution of this Agreement to evidence their understanding, as more fully set forth in this Agreement, with respect to (1) specified indemnification obligations of the Parties and (2) certain reimbursement obligations of the Parties.

NOW, THEREFORE, in consideration of the premises and the covenants, conditions, and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:



1.1 Definitions.

"Affiliate" is defined in the MLP Agreement.

"Agreement" means this Omnibus Agreement, as it may be amended, modified or supplemented from time to time in accordance with the terms hereof.

"Audit Right" is defined in Article IX.

"Board" means the Board of Directors of the General Partner.

"Business Day" means any day that is not a Saturday, Sunday or day on which banks are authorized by law to close in the State of Oklahoma.

"Closing Date" is defined in the Preamble.

"Confidential Information" means all information, including information relating to the MLP Group, (i) furnished to New Source Energy or its representatives by or on behalf of the General Partner or (ii) prepared by or at the direction of the General Partner (in each case irrespective of the form of communication and whether such information is furnished before, on

or after the date hereof), and all analyses, compilations, data, studies, notes, interpretations, memoranda or other documents prepared by New Source Energy or its representatives containing or based in whole or in part on any such furnished information.

"Conflicts Committee" is defined in the MLP Agreement.

"Contribution" is defined in the Recitals.

"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.

"Covered Environmental Losses" means Losses by reason of or arising out of:

(a) with respect to the MLP Assets, any violation or correction of violation of Environmental Law, including the performance of any Environmental Activity; or

(b) any event, omission, or condition associated with ownership or operation of the MLP Assets (including the exposure to or presence of Hazardous Substances on, under, about or Releasing to or from the MLP Assets or the exposure to or Release of Hazardous Substances arising out of operation of the MLP Assets at non-MLP Asset locations) including (i) the cost and expense of any Environmental Activities and (ii) the cost and expense for any environmental or toxic tort pre-trial, trial or appellate legal or litigation support work;

but only to the extent that such violation described in clause (a), or such events, omissions or conditions described in clause (b), occurred or existed before the Closing Date.

"Environmental Activity" shall mean any investigation, study, assessment, evaluation, sampling, testing, monitoring, containment, removal, disposal, closure, corrective action, remediation (regardless of whether active or passive), natural attenuation, restoration, bioremediation, response, repair, corrective measure, cleanup or abatement that is required or necessary under any applicable Environmental Law, including institutional or engineering controls or participation in a governmental voluntary cleanup program to conduct voluntary investigatory and remedial actions for the clean-up, removal or remediation of Hazardous Substances that exceed actionable levels established pursuant to Environmental Laws, or participation in a supplemental environmental project in partial or whole mitigation of a fine or

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