QUEST ENERGY PARTNERS, L.P.
UNIT AWARD AGREEMENT
Date of Grant:
|| , 20
Number of Common Units:
|| Common Units
THIS AGREEMENT, dated as of , is between Quest Energy GP, LLC, a Delaware
limited liability company (the Company) and (Recipient).
A. On November 14, 2007, the board of directors of the Companys general partner established
the Quest Energy Partners, L.P. Long-Term Incentive Plan (the Plan) under which the Company may
grant employees, consultants and directors certain equity based awards.
B. Recipient is a valued and trusted director of the Company.
C. The Company has elected to issue Recipient Common Units of Quest Energy Partners, L.P. (the
Partnership) (as the term Common Unit is defined in the Agreement of Limited Partnership of
Quest Energy Partners, L.P., and as it may be amended from time to time (the Partnership
Agreement)) pursuant to and in accordance with this Agreement, in order that Recipient thereby may
be induced to obtain an ownership interest in the Partnership and to advance the interests of the
Partnership and its Affiliates.
In consideration of the mutual premises and covenants contained herein and other good and
valuable consideration paid by Recipient to the Company, the Company and Recipient agree as
Section 1. Incorporation of Plan
All provisions of this Award Agreement and the rights of Recipient hereunder are subject in
all respects to the provisions of the Plan and the powers of the Board therein provided.
Capitalized terms used in this Award Agreement but not defined shall have the meaning set forth in
Section 2. Promise to Deliver Units
The Company will issue and deliver to Recipient, subject to the conditions set forth in this
Agreement, that number of Common Units of the Partnership identified above opposite the heading
Number of Common Units (the Units). The Units, which will be issued by the Partnership, will
be issued in the name of Recipient or a nominee of Recipient as of the transfer date for such Units
(the Transfer Date), as identified below. The Company, in its sole discretion, may accelerate the
Transfer Date for any or all of the Units if in its judgment the performance of Recipient has
warranted such acceleration and/or such acceleration is in the best interests of the Company and
the Partnership. Once a Unit has been transferred, the Unit will be freely transferable under this
Agreement, subject only to such further limitations on transfer, if any, as may exist under the
Partnership Agreement, applicable law or any other agreement binding upon Recipient.
Provided the Recipients right to receive the Units has not already been forfeited pursuant to
Section 3 and subject to any exceptions listed elsewhere herein, the Units shall be transferred in