Form of Omnibus Agreement




 Exhibit 10.5 
 FORM OF OMNIBUS AGREEMENT 
 BY AND AMONG 

NEW SOURCE ENERGY CORPORATION, 
 NEW SOURCE ENERGY GP, LLC, 
 AND 

NEW SOURCE ENERGY PARTNERS L.P. 








 OMNIBUS AGREEMENT 

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.” 
 RECITALS: 

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: 
 ARTICLE I 
 DEFINITIONS 

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
penalty. 
 “Environmental Laws” means all federal, regional, state, and local laws, statutes, rules,
regulations, orders, judgments, ordinances, codes, injunctions, decrees, Environmental Permits and other legally enforceable requirements and rules of common law relating to (i) pollution or protection of human health or the environment or
natural resources, (ii) any Release or threatened Release of, or any exposure of any Person or property to, any Hazardous Substances or (iii) the generation, manufacture, processing, distribution, use, treatment, storage, disposal,
transport, arrangement for disposal or transport, or handling of any Hazardous Substances. Without limiting the foregoing, Environmental Laws include the federal Comprehensive Environmental Response, Compensation and Liability Act, the Superfund
Amendments and 

  
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Reauthorization Act, the Resource Conservation and Recovery Act, the Clean Air Act, the Clean Water Act, the Safe Drinking Water Act, the Toxic Substances Control Act, the Oil Pollution Act of
1990, the Federal Hazardous Materials Transportation Law, the Occupational Safety and Health Act, the Marine Mammal Protection Act, the Endangered Species Act, the National Environmental Policy Act and other environmental conservation and protection
laws, each as amended through the Closing Date. 
 “Environmental Permit” means any permit, approval,
identification number, license, registration, certification, consent, exemption, variance or other authorization required under or issued pursuant to any applicable Environmental Law. 

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

“General Partner” is defined in the Preamble. 

“Governmental Authority” means the United States, any foreign country, state, county, city or other incorporated
or unincorporated political subdivision, agency or instrumentality thereof. 
 “Governmental
Requirement” means any law, statute, code, ordinance, order, determination, rule, regulation, judgment, decree, injunction, franchise, permit, certificate, license, authorization or other directive or requirement, whether now or
hereinafter in effect, including environmental laws, energy regulations and occupational, safety and health standards or controls, of any Governmental Authority. 
 “Hazardous Substance” means (a) any substance that is designated, defined or classified under any Environmental Law as a hazardous waste, solid waste, hazardous material,
pollutant, contaminant or toxic or hazardous substance, or terms of similar meaning, or that is otherwise regulated under any Environmental Law, including any hazardous substance as defined under the Comprehensive Environmental Response,
Compensation and Liability Act, as amended, (b) oil as defined in the Oil Pollution Act of 1990, as amended, including oil, gasoline, natural gas, fuel oil, motor oil, waste oil, diesel fuel, jet fuel and other refined petroleum hydrocarbons
and petroleum products, and (c) radioactive materials, asbestos containing materials or polychlorinated biphenyls. 

“Indemnified Party” is defined in Section 2.3(a). 

“Indemnifying Party” is defined in Section 2.3(a). 

“Initial Term” means the period from the Closing Date until 11:59 p.m. on December 31, 2013. 

“Liabilities” is defined in Section 6.1. 

“Losses” means any and all losses, damages, obligations, liabilities, claims, demands, causes of action,
judgments, settlements, fines, penalties, costs and expenses (including court costs and reasonable attorneys’ and experts’ fees) of any and every kind or character. 

  
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 “Material Losses” is defined in Section 2.2(b).

 “MLP” is defined in the Preamble. 

“MLP Agreement” means the First Amended and Restated Agreement of Limited Partnership of the MLP, dated as of the
Closing Date, as it may be amended, modified or supplemented from time to time; provided, however, that if any such amendment, modification or supplement in the reasonable discretion of the General Partner (i) would have a material
adverse effect on the holders of Common Units; or (ii) materially limit or impair the rights or reduce the obligations of the Parties under this Agreement, then such amendment, modification or supplement shall not be given effect for purposes
of this Agreement unless it has been approved by the Conflicts Committee. 
 “MLP Assets” means the
assets to be contributed to the MLP pursuant to the MLP Contribution Agreement. 
 “MLP Change of
Control” means New Source Energy and its affiliates cease to Control the General Partner or the General Partner is removed as general partner of the MLP. 
 “MLP Contribution Agreement” means that certain Contribution, Conveyance and Assumption Agreement, dated as of the Closing Date, by and among New Source Energy, the General Partner
and the MLP. 
 “MLP Group” means the MLP, the General Partner and any current or future subsidiaries of
the MLP. 
 “MLP Indemnified Party” is defined in Section 6.1. 

“New Source Energy” is defined in the Preamble. 

“New Source Indemnified Party” is defined in Section 6.2. 

“Party” and “Parties” are defined in the Preamble. 

“Person” means an individual or entity (including a corporation, partnership, joint venture, trust, limited
liability company, unincorporated organization or any other entity or governmental agency or authority). 
 “PDP
Reserves” means the Proved Reserves that are expected to be produced from existing wells with existing equipment and operating methods. 
 “Proceedings” means all proceedings, actions, claims, suits and notices of investigations by or before any arbitrator or Governmental Authority. 

“Properties” means the oil and natural gas properties now owned or hereafter acquired by the MLP Group, including
oil and gas leases, mineral interests, royalty interests, overriding royalty interests, pipelines, flow lines, gathering lines, gathering systems, compressors, dehydration units, separators, meters, injection facilities, salt water disposal wells
and facilities, 

  
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plants, wells, downhole and surface equipment, fixtures, improvements, easements, rights-of-way, surface leases, licenses, permits and other surface rights, and other real or personal property
appurtenant thereto or used in conjunction therewith, including the MLP Assets. 
 “Proved Reserves” has
the meaning given to the term “proved oil and gas reserves” in Rule 4-10 of Regulation S-X promulgated under the Securities Act of 1933, as amended. 
 “Registration Statement” means the Registration Statement on Form S-1, as amended (No. 333-185754), filed with the Securities and Exchange Commission with respect to the initial
public offering of Common Units. 
 “Release” means any depositing, spilling, leaking, pumping, pouring,
placing, emitting, discarding, abandoning, emptying, discharging, migrating, injecting, escaping, leaching, dumping or disposing into the environment. 
 “Reserve Report” means the MLP’s estimate of its Proved Reserves as of July 1, 2012 as set forth in aggregate in the reserve engineer evaluation included as Exhibit C to
the prospectus included in the Registration Statement. 
 “Secondary Term” means the period beginning on
January 1, 2014 and continuing until this Agreement is terminated pursuant to Section 8.1. 

“Services” means the services to be provided by or on behalf of New Source Energy to the General Partner for the
benefit of the MLP Group pursuant to this Agreement as set forth in Exhibit A. 
 “Tax Authority”
means any Governmental Authority having jurisdiction over the assessment, determination, collection or imposition of any Tax. 

“Tax Return” means any report, return, election, document, estimated tax filing, declaration or other filing
provided to any Tax Authority, including any amendments thereto. 
 “Tax” or
“Taxes” means (i) all taxes, assessments, charges, duties, levies, imposts or other similar charges imposed by a Tax Authority, including all income, franchise, profits, capital gains, capital stock, transfer, gross
receipts, sales, use, transfer, service, occupation, excise, severance, windfall profits, premium, stamp, license, payroll, employment, social security, unemployment, disability, environmental (including taxes under Code section 59A), alternative
minimum, add-on, value-added, withholding and other taxes, assessments, charges, duties, levies, imposts or other similar charges of any kind whatsoever (whether payable directly or by withholding and whether or not requiring the filing of a Tax
Return), and all estimated taxes, deficiency assessments, additions to tax, additional amounts imposed by any Tax Authority, penalties and interest, but excluding any and all taxes based on net income, net worth, capital or profit; (ii) any
liability for the payment of any amount of the type described in the immediately preceding clause (i) as a result of being a member of a consolidated, affiliated, unitary, combined, or similar group with any other corporation or entity at any
time on or prior to the Closing Date; and (iii) any liability for the payment of any amount of the type described in the preceding clauses (i) or (ii) whether as a result of contractual obligations to any other Person or by operation
of law. 

  
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 “Term” means the period commencing with the Closing Date and ending
on the date of termination of this Agreement pursuant to Section 8.1. 
 1.2 Other Definitions. Words
not otherwise defined herein that have well-known and generally accepted technical or trade meanings in the oil and gas industry are used herein in accordance with such recognized meanings. 

1.3 Construction. Unless the context requires otherwise: (a) 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; (b) references to Articles and Sections refer to Articles and Sections of this Agreement;
(c) the terms “include,” “includes,” “including” and words of like import shall be deemed to be followed by the words “without limitation;” and (d) the terms “hereof,” “herein”
and “hereunder” refer to this Agreement as a whole and not to any particular provision of this Agreement. The table of contents and headings contained in this Agreement are for reference purposes only, and shall not affect in any way the
meaning or interpretation of this Agreement. 
 ARTICLE II 

PAYMENT; INDEMNIFICATION 
 2.1 Title, Tax and Environmental Indemnifications. Subject to the provisions of Sections 2.2, 2.3 and 2.4, New Source Energy shall indemnify, defend and hold harmless
the MLP Group from and against: 
 (a) any Losses suffered or incurred by the MLP Group by reason or arising out
of the failure of the MLP Group to be the owner of valid and indefeasible title, easement rights, leasehold and/or fee ownership interests in and to the lands on which any MLP Assets are located or which constitute any MLP Assets, and such failure
deprives the MLP Group from the economic benefits of the MLP Assets or renders the MLP Group liable or unable to use or operate the MLP Assets in substantially the same manner that the MLP Assets (A) were used and operated by New Source Energy
immediately prior to the Closing Date as described in the Registration Statement or (B) are intended to be used by the MLP Group from and after the Closing Date as described in the Registration Statement (including as set forth on the Reserve
Report); 
 (b) any Losses suffered or incurred by the MLP Group by reason of or arising out of any federal,
state and local income tax liabilities attributable to the ownership or operation of the MLP Assets prior to the Closing Date, including (A) any such income tax liabilities that may result from the consummation of the formation transactions for
the MLP Group occurring on or prior to the Closing Date and (B) any income tax liabilities arising under Treasury Regulation Section 1.1502-6 and any similar provision from state, local or foreign applicable law, by contract, as successor,
transferred or otherwise and which income tax is attributable to having been a member of any consolidated, combined or unitary group prior to the Closing Date; 
 (c) any Covered Environmental Losses suffered or incurred by the MLP Group; and 
 (d) all liabilities, other than Covered Environmental Losses, relating to the operation of the MLP Assets prior to the Closing Date that were not disclosed in the most recent balance sheet of the MLP
included in the Registration Statement, or incurred in the ordinary course of business thereafter. 

  
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 2.2 Limitations Regarding Indemnification. 

(a) The indemnification obligations set forth in Section 2.1(a) shall survive until the third anniversary of
the Closing Date, the indemnification obligations set forth in Sections 2.1(c) and (d) shall survive until the first anniversary of the Closing Date and the indemnification obligations set forth in Section 2.1(b) shall
survive until 60 days after the expiration of any applicable statute of limitations; provided, however, that any such indemnification obligation shall remain in full force and effect thereafter only with respect to any bona fide claim made
thereunder prior to any such expiration and then only for such period as may be necessary for the resolution thereof. 
 (b) No claim may be made against New Source Energy for indemnification pursuant to Section 2.1(a), (c) or (d) unless the aggregate dollar amount of the Material Losses
suffered or incurred by the MLP Group exceeds $200,000; after such time New Source Energy shall be liable to the extent and only to the extent that such Material Losses exceed $200,000 and in no event shall the aggregate liability of New Source
Energy under Sections 2.1(c) and (d) exceed $2,000,000. The term “Material Losses” means only those Losses that exceed $15,000. 
 2.3 Indemnification Procedures. 
 (a) Each Party
seeking indemnification (each, an “Indemnified Party”) pursuant to this Article II agrees that within a reasonable period of time after it shall become aware of facts giving rise to a claim for indemnification pursuant
to this Article II, it will provide notice thereof in writing to the Parties from whom indemnification is sought pursuant to this Article II (each, an “Indemnifying Party”) specifying the nature of and
specific basis for such claim; provided, however, that no Indemnified Party shall submit claims more frequently than once a calendar quarter (or twice in the case of the last calendar quarter prior to the expiration of the applicable indemnity
coverage under this Agreement); provided further, that failure to timely provide such notice shall not affect the right of the Indemnified Party’s indemnification hereunder, except to the extent the Indemnifying Party is materially prejudiced
by such delay or omission. 
 (b) The Indemnifying Party shall have the right to control all aspects of the
defense of (and any counterclaims with respect to) any claims brought against the Indemnified Party that are covered by the indemnification set forth in this Article II, including, without limitation, the selection of counsel (provided that
such counsel shall be reasonably acceptable to the Indemnified Parties), determination of whether to appeal any decision of any court and the settling of any such matter or any issues relating thereto; provided, however, that no such settlement
shall be entered into without the consent (which consent shall not be unreasonably withheld, conditioned or delayed) of the Indemnified Parties unless it includes a full release of the Indemnified Parties and their respective subsidiaries from such
matter or issues, as the case may be. 

  
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 (c) The Indemnified Parties agree to cooperate fully with the Indemnifying
Parties with respect to all aspects of the defense of any claims covered by the indemnification set forth in Article II, including, without limitation, the prompt furnishing to the Indemnifying Parties of any correspondence or other notice
relating thereto that the Indemnified Parties may receive, permitting the names of the Indemnified Parties to be utilized in connection with such defense, the making available to the Indemnifying Parties of any files, records or other information of
the Indemnified Parties that Indemnifying Parties consider relevant to such defense and the making available to Indemnifying Parties of any employees of the Indemnified Parties; provided, however, that in connection therewith Indemnifying Parties
agree to use reasonable efforts to minimize the impact thereof on the operations of the Indemnified Parties and further agrees to reasonably maintain the confidentiality of all files, records and other information furnished by the Indemnified
Parties pursuant to this Section 2.3. In no event shall the obligation of the Indemnified Parties to cooperate with Indemnifying Parties as set forth in the immediately preceding sentence be construed as imposing upon the Indemnified
Parties an obligation to hire and pay for counsel in connection with the defense of any claims covered by the indemnification set forth in this Article II; provided, however, that the Indemnified Parties may, at their option, cost and
expense, hire and pay for counsel in connection with any such defense. The Indemnifying Parties agree to keep any such counsel hired by the Indemnified Parties reasonably informed as to the status of any such defense, but Indemnifying Parties shall
have the right to retain sole control over such defense. 
 (d) In determining the amount of any Losses for which
the Indemnified Parties are entitled to indemnification under this Agreement, the gross amount of the indemnification will be reduced by (i) any insurance proceeds realized by the Indemnified Parties, and such correlative insurance benefit
shall be net of any incremental insurance premium that becomes due and payable by the Indemnified Parties as a result of such claim and (ii) all amounts recovered by the Indemnified Parties under contractual indemnities from third parties. The
Indemnified Parties hereby agree to use commercially reasonable efforts to realize any applicable insurance proceeds or amounts recoverable under such contractual indemnities; provided, however, that the costs and expenses (including, without
limitation, court costs and reasonable attorneys’ fees) of the Indemnified Parties in connection with such efforts shall be promptly reimbursed by the Indemnifying Parties. To the extent that Indemnifying Parties have made any indemnification
payment hereunder in respect of a claim for which the Indemnified Parties have asserted a related claim for insurance proceeds or under a contractual indemnity, Indemnifying Parties shall be subrogated to the rights of the Indemnified Parties to
receive the proceeds of such insurance or contractual indemnity. 
 2.4 Access Rights. Upon reasonable advance
notice, the MLP Group shall afford to the directors, officers, employees, accountants, counsel, agents, consultants, auditors and other authorized representatives of New Source Energy reasonable access, during normal business hours, to the MLP
Assets in order to conduct any Environmental Activity that New Source 

  
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Energy has agreed to perform or is responsible for performing or to otherwise observe, review or evaluate any matters for which the MLP Group may seek indemnification from New Source Energy
pursuant to this Article II; provided that any such access shall be conducted in a manner so as not to interfere unreasonably with the operation of the business of the MLP Group and New Source Energy shall indemnify, defend and hold
harmless the MLP Group from and against any losses of the MLP Group arising from personal injury or property damage as a result of the access granted hereby to the directors, officers, employees, accountants, counsel, agents, consultants, auditors
and other authorized representatives of New Source Energy. 
 2.5 Past Acquisitions. New Source Energy agrees to
assign to the MLP all legal rights to pursue claims for indemnification included in any acquisition agreements pursuant to which New Source Energy acquired any of the MLP Assets. If such legal rights are not assignable pursuant to the terms of such
acquisition agreements or for any other reason, New Source Energy agrees to pursue its remedies for any indemnifiable claims on behalf of the MLP. Any amounts recovered by New Source Energy on behalf of the MLP shall be contributed to the MLP and
will not be counted towards any deductible included in Section 2.2(b). 
 ARTICLE III 

PROVISION OF SERVICES 
 3.1 Services. During the Term, New Source Energy shall provide (or cause to be provided) the Services to the General Partner for the benefit of the MLP Group. New Source Energy is authorized
to enter into and act on the General Partner’s behalf, as agent, in connection with any agreement with third parties, including any agreements with purchasers of hydrocarbon products produced from the Properties or providers of transportation
services for such production, reasonably related to the provision of the Services. The General Partner may temporarily or permanently exclude any particular service from the scope of Services upon 90 days’ written notice to the Partnership.

 3.2 New Source Energy Information. It is contemplated by the Parties that, during the Term, the General Partner
will be required to provide certain notices, information and data necessary for New Source Energy to perform the Services and its obligations under this Agreement. New Source Energy shall be permitted to rely on any information or data provided by
the General Partner to New Source Energy in connection with the performance of its duties and provision of Services under this Agreement, except to the extent that New Source Energy has actual knowledge that such information or data is inaccurate or
incomplete. 
 ARTICLE IV 
 STANDARD OF CARE 
 4.1 Standard of Performance.
Subject to the liability standard set forth in Article VI, New Source Energy shall provide Services (a) using at least the same level of care, quality, timeliness and skill in providing the Services as it employs for itself and its Affiliates
and no less than the same degree of care, quality, timeliness, and skill as the applicable Person’s past practice in performing like services for itself and its Affiliates in connection with the ownership or operation of the MLP Assets during
the one-year period prior to the Closing Date, and (b) in any event, using no less than a reasonable level of care in accordance with industry standards, in compliance with all applicable laws. 

  
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 4.2 Procurement of Goods and Services. To the extent that New Source Energy is
permitted to arrange for contracts with third parties for goods and services in connection with the provision of the Services, New Source Energy shall use commercially reasonable efforts (a) to obtain such goods and services at rates
competitive with those otherwise generally available in the area in which services or materials are to be furnished, and (b) to obtain from such third parties such customary warranties and guarantees as may be reasonably required with respect
to the goods and services so furnished. 
 4.3 Protection from Liens. New Source Energy shall not permit any
liens, encumbrances or charges upon or against any of the Properties arising from the provision of Services or materials under this Agreement except as approved, or consented to, by the General Partner. 

4.4 Commingling of Assets. To the extent New Source Energy shall have charge or possession of any of the General
Partner’s or the MLP Group’s assets in connection with the provision of the Services, New Source Energy shall separately maintain, and not commingle, the assets of the General Partner or the MLP Group with those of New Source Energy or any
other Person. 
 4.5 Insurance. New Source Energy shall obtain and maintain during the Term from insurers who are
reliable and acceptable to the General Partner and authorized to do business in the state or states or jurisdictions in which Services are to be performed by New Source Energy, insurance coverages in the types and minimum limits as the Parties
determine to be appropriate and as is consistent with standard industry practice and New Source Energy’s past practices. New Source Energy agrees upon the General Partner’s request from time to time or at any time to provide the General
Partner with certificates of insurance evidencing such insurance coverage and, upon request of the General Partner, shall furnish copies of such policies. Except with respect to workers’ compensation coverage, the policies shall name the
General Partner as an additional insured and shall contain waivers by the insurers of any and all rights of subrogation to pursue any claims or causes of action against the General Partner. The policies shall provide that they will not be cancelled
or reduced without giving the General Partner at least 30 days’ prior written notice of such cancellation or reduction. The insurance policies and coverages shall be reviewed with the Board at least annually, beginning with the first Board
meeting following the Closing Date. 
 4.6 Third-Party Intellectual Property. If New Source Energy uses or
licenses intellectual property owned by third parties in the performance of the Services, New Source Energy shall obtain and maintain any such licenses and authorizations necessary to authorize its use of such intellectual property in connection
with the Services. 

  
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 ARTICLE V 
 NEW SOURCE ENERGY REIMBURSEMENT; CONTINUING OBLIGATIONS 
 5.1
New Source Energy Reimbursement. 
 (a) During the Initial Term: 

(i) On or before the 45th day following the end of each calendar quarter, the MLP Group shall pay New Source Energy a
fixed fee of $675,000 for the provision of the Services provided by New Source Energy during such calendar quarter. 
 (ii) Additionally, the MLP Group shall pay New Source Energy an amount equal to the sum of the costs and expenses incurred by New Source Energy that are directly attributable to the General Partner for
the benefit of the MLP for any transaction costs incurred by New Source Energy in connection with any acquisition the MLP Group completes. 
 (iii) The MLP Group shall be responsible for the costs of cash and equity compensation paid to the MLP Group’s management or members of the Board. 

(b) During the Secondary Term: 
 On or before the 45th day following the end of each calendar quarter, the MLP Group shall pay New Source Energy, with respect to any Services provided by New Source Energy during such calendar quarter, an
amount equal to the sum of: 
 (i) the costs and expenses incurred by New Source Energy that are directly
attributable to the General Partner for the benefit of the MLP Group, including costs for engaging third parties such as consultants, reservoir engineers, attorneys and accountants; and 

(ii) a proportionate amount of all general, administrative, overhead and other indirect costs and expenses (including, if
applicable and if not covered by (i) above, the allocable portion of salary, bonus, incentive compensation and other amounts paid to Persons who provide Services, certain of whom may provide Services solely for the benefit of the MLP Group)
incurred by New Source Energy or its Affiliates in providing or causing to be provided Services for the benefit of the MLP Group reasonably allocable to the provision of such Services. 

(c) The General Partner shall determine in good faith the proper allocation of costs and expenses pursuant to this
Section 5.1. 
 (d) On or before the 15th day following the end of each calendar quarter, New Source Energy shall
provide the General Partner with an invoice for the costs and expenses described in this Section 5.1 relating to such calendar quarter. If requested by the General Partner, New Source Energy’s invoice therefor shall provide
reasonably detailed documentation supporting such costs and expenses. 
 5.2 COPAS Fees. New Source Energy shall
be entitled to retain any COPAS overhead charges associated with drilling and operating wells billed in accordance with operating agreements to the extent that they are the operator of such wells. The MLP Group will pay their proportionate share of
all expenses that are directly chargeable to wells in which they own an interest pursuant to the terms of the applicable operating agreements. 

  
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 5.3 Taxes. The MLP shall be responsible for all applicable Taxes levied on
items, goods or services that are sold, purchased or obtained for the provision of Services under this Agreement, including any Taxes in respect of the Services. 
 5.4 Disputed Charges. 
 (a) The General Partner may,
within 120 days after receipt of an invoice from New Source Energy, take written exception to any charge on the ground that the same was not a reasonable cost or expense incurred by New Source Energy in connection with the provision of Services. The
General Partner shall nevertheless pay New Source Energy in full when due the invoiced amount. Such payment shall not be deemed a waiver of the right of the General Partner to recoup any contested portion of any amount so paid. However, if the
amount as to which such written exception is taken, or any part thereof, is ultimately determined not to be a reasonable cost or expense incurred by New Source Energy in connection with the provision of Services, such amount or portion thereof (as
the case may be) shall be refunded by New Source Energy to the General Partner together with interest thereon at the lesser of (i) the prime rate per annum established by the administrative agent under the revolving credit agreement of the MLP,
as in effect on the date of payment by the General Partner in respect of such contested invoice or (ii) the maximum lawful rate during the period from the date of payment by the General Partner to the date of refund by New Source Energy.

 (b) If, within 20 days after receipt of any written exception pursuant to Section 5.4(a), the
General Partner and New Source Energy have been unable to resolve any dispute, and if (i) such dispute relates to whether amounts were properly charged or Services actually performed and (ii) the aggregate amount in dispute exceeds
$100,000, either of the General Partner or New Source Energy may submit the dispute to an independent third party auditing firm that is mutually agreeable to the MLP Group, on the one hand, and New Source Energy, on the other hand. The Parties shall
cooperate with such auditing firm and shall provide such auditing firm access to such books and records as may be reasonably necessary to permit a determination by such auditing firm. The resolution by such auditing firm shall be final and binding
on the Parties. 
 5.5 Seismic Data. If the MLP Group requires access to seismic data, interpretations, geological
and/or geographic information to which New Source Energy or any of its Affiliates has access, (a) if New Source Energy or any of its Affiliates has the unrestricted right to provide such data or information to the MLP Group, New Source Energy
shall promptly provide such data or information to the MLP Group, and (b) if neither New Source Energy nor any of its Affiliates has the unrestricted right to provide such data or information, New Source Energy shall use all commercially
reasonable efforts to obtain (at the MLP Group’s sole cost and expense) access to such data or information for the MLP Group. 

  
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 ARTICLE VI 
 INDEMNIFICATION; LIMITATIONS 
 6.1 Indemnification by New
Source Energy. New Source Energy hereby agrees to defend, indemnify and hold harmless each member of the MLP Group and their respective members, partners and Affiliates (other than New Source Energy) and each of their respective officers,
managers, directors, employees and agents (each, an “MLP Indemnified Party”) from any and all threatened or actual Losses incurred by, imposed upon or rendered against one or more of the MLP Indemnified Parties, whether based
on contract, or tort, or pursuant to any statute, rule or regulation, and regardless of whether the Losses are foreseeable or unforeseeable, all to the extent that such Losses arise out of the bad faith, fraud, gross negligence or willful misconduct
(or, in the case of a criminal matter, acts or omissions taken with the knowledge that the conduct was criminal) of New Source Energy in providing Services, but except to the extent arising out of the gross negligence or willful misconduct of any
MLP Indemnified Party. 
 6.2 Indemnification by the MLP. The MLP hereby agrees to defend, indemnify and hold
harmless New Source Energy and its members, partners and Affiliates (other than the MLP Group) and each of their respective officers, managers, directors, employees and agents (each, a “New Source Indemnified Party” and,
collectively with the MLP Indemnified Parties, each an “Indemnified Party”) from any and all threatened or actual Losses incurred by, imposed upon or rendered against New Source Energy, whether based on contract, or tort, or
pursuant to any statute, rule or regulation, and regardless of whether the Liabilities are foreseeable or unforeseeable, all to the extent that such Losses arise out of any acts or omissions of New Source Indemnified Party in connection with the
provision of (or failure to provide) Services, except to the extent that New Source Energy is responsible for such Losses pursuant to Section 6.1. 
 6.3 Negligence; Strict Liability. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 6.1 AND SECTION 6.2, THE DEFENSE AND INDEMNITY OBLIGATION IN SECTION 6.1 AND SECTION 6.2
SHALL APPLY REGARDLESS OF CAUSE OR OF ANY NEGLIGENT ACTS OR OMISSIONS (INCLUDING SOLE NEGLIGENCE, CONCURRENT NEGLIGENCE OR STRICT LIABILITY), BREACH OF DUTY (STATUTORY OR OTHERWISE), VIOLATION OF LAW OR OTHER FAULT OF ANY INDEMNIFIED PARTY, OR ANY
PRE-EXISTING DEFECT; PROVIDED, HOWEVER, THAT THIS PROVISION SHALL IN NOT APPLY TO THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY INDEMNIFIED PARTY OR IN ANY WAY LIMIT OR ALTER ANY QUALIFICATIONS SET FORTH IN SUCH DEFENSE AND INDEMNITY OBLIGATIONS
EXPRESSLY RELATING TO GROSS NEGLIGENCE, INTENTIONAL MISCONDUCT OR BREACH OF THIS AGREEMENT. BOTH PARTIES AGREE THAT THIS STATEMENT COMPLIES WITH THE REQUIREMENT KNOWN AS THE ‘EXPRESS NEGLIGENCE RULE’ TO EXPRESSLY STATE IN A CONSPICUOUS
MANNER AND TO AFFORD FAIR AND ADEQUATE NOTICE THAT THIS ARTICLE VI HAS PROVISIONS REQUIRING ONE PARTY TO BE RESPONSIBLE FOR THE NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OF ANOTHER PARTY. 

  
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 6.4 Exclusion of Damages; Disclaimers. 

(a) NO PARTY SHALL BE LIABLE TO ANY OTHER PARTY HERETO FOR EXEMPLARY, PUNITIVE, CONSEQUENTIAL, SPECIAL, INDIRECT OR
INCIDENTAL DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE FORM IN WHICH ANY ACTION IS BROUGHT; PROVIDED, HOWEVER, THAT THIS SECTION 6.4(a) SHALL NOT LIMIT A PARTY’S RIGHT TO RECOVERY UNDER SECTION
6.1 OR SECTION 6.2 FOR ANY SUCH DAMAGES TO THE EXTENT SUCH PARTY IS REQUIRED TO PAY SUCH DAMAGES TO A THIRD PARTY IN CONNECTION WITH A MATTER FOR WHICH SUCH PARTY IS OTHERWISE ENTITLED TO INDEMNIFICATION UNDER SECTION 6.1 OR
SECTION 6.2. 
 (b) OTHER THAN AS SET FORTH IN SECTION 4.1, NEW SOURCE ENERGY DISCLAIMS ANY AND ALL
WARRANTIES, CONDITIONS OR REPRESENTATIONS (EXPRESS OR IMPLIED, ORAL OR WRITTEN) WITH RESPECT TO SERVICES RENDERED OR PRODUCTS PROCURED FOR THE GENERAL PARTNER FOR THE BENEFIT OF THE MLP GROUP, OR ANY PART THEREOF, INCLUDING ANY AND ALL IMPLIED
WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS OR SUITABILITY FOR ANY PURPOSE (WHETHER NEW SOURCE ENERGY KNOWS, HAS REASON TO KNOW, HAS BEEN ADVISED, OR IS OTHERWISE IN FACT AWARE OF ANY SUCH PURPOSE) WHETHER ALLEGED TO ARISE BY LAW, BY
REASON OF CUSTOM OR USAGE IN THE TRADE OR BY COURSE OF DEALING. HOWEVER, IN THE CASE OF OUTSOURCED SERVICES PROVIDED SOLELY FOR THE GENERAL PARTNER, IF THE THIRD-PARTY PROVIDER OF SUCH SERVICES MAKES AN EXPRESS WARRANTY TO THE GENERAL PARTNER, THE
GENERAL PARTNER IS ENTITLED TO CAUSE NEW SOURCE ENERGY TO RELY ON AND TO ENFORCE SUCH WARRANTY. 
 6.5 Survival.
The provisions of this Article VI shall survive the termination of this Agreement. 
 ARTICLE VII 

CONFIDENTIALITY 
 7.1 Confidential Information. 
 (a)
Non-disclosure. New Source Energy shall maintain the confidentiality of all Confidential Information; provided, however, that New Source Energy may disclose such Confidential Information: 

(i) to its Affiliates to the extent deemed by New Source Energy to be reasonably necessary or desirable to enable it to
perform the Services; 
 (ii) to the extent necessary for New Source Energy, in its capacity as operator of
properties that include MLP Assets, to fulfill duties to third parties with interests in such properties; 

  
 14 










 (iii) in any judicial or alternative dispute resolution Proceeding to
resolve disputes between New Source Energy and the MLP Group arising hereunder; 
 (iv) to the extent disclosure
is legally required under applicable laws (including applicable securities and tax laws) or any agreement existing on the date hereof to which New Source Energy is a party or by which it is bound; provided, however, that prior to making any
legally required disclosures in any judicial, regulatory or dispute resolution Proceeding, New Source Energy shall, if requested by the General Partner, seek a protective order or other relief to prevent or reduce the scope of such disclosure;

 (v) to New Source Energy’s existing or potential lenders, investors, joint interest owners, purchasers or
other parties with whom New Source Energy may enter into contractual relationships, to the extent deemed by New Source Energy to be reasonably necessary or desirable to enable it to perform the Services; provided, however, that New Source
Energy shall require such third parties to agree to maintain the confidentiality of the Confidential Information so disclosed; 
 (vi) if authorized by the General Partner; and 
 (vii) to the
extent such Confidential Information becomes publicly available other than through a breach by New Source Energy of its obligation arising under this Section 7.1(a). 
 New Source Energy acknowledges and agrees that the Confidential Information is being furnished to New Source Energy for the sole and exclusive purpose of enabling it to perform the Services and the
Confidential Information may not be used by it for any other purpose. 
 (b) Business Conduct. Subject to
the last sentence of Section 7.1(a), nothing in this Article VII shall prohibit the MLP, New Source Energy or any of their respective affiliates from conducting business in any location, including in and near the areas where the
MLP Assets are located. 
 (c) Remedies and Enforcement. New Source Energy acknowledges and agrees that a
breach by it of its obligations under this Article VII would cause irreparable harm to the General Partner and that monetary damages would not be adequate to compensate the General Partner. Accordingly, New Source Energy agrees that the
General Partner shall be entitled to immediate equitable relief, including a temporary or permanent injunction, to prevent any threatened, likely or ongoing violation by New Source Energy, without the necessity of posting bond or other security. The
General Partner’s right to equitable relief shall be in addition to other rights and remedies available to the General Partner, for monetary damages or otherwise. 
 7.2 Survival. The provisions of this Article VII shall survive the termination of this Agreement. 

  
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 ARTICLE VIII 
 TERM AND TERMINATION 
 8.1 Term. This Agreement shall
remain in force and effect through the end of the Initial Term, and shall thereafter continue on a year-to-year basis, in each case unless terminated pursuant to Section 8.2. 

8.2 Termination. 
 (a) After the end of the Initial Term, this Agreement may be terminated by either Party prior to the expiration of any applicable annual term thereafter, upon 180 days’ written notice to the other
Party; 
 (b) This Agreement may be terminated at any time by New Source Energy upon the General Partner’s
or the MLP’s material breach of this Agreement, if (i) such breach is not remedied within 60 days (or 30 days in the event of material breach arising out of a failure to make payment hereunder) after the General Partner’s receipt of
written notice thereof, or such longer period as is reasonably required to cure such breach, provided that the General Partner commences to cure such breach within the applicable period and proceeds with due diligence to cure such breach, and
(ii) such breach is continuing at the time notice of termination is delivered to the General Partner; 
 (c)
This Agreement may be terminated at any time by the General Partner upon New Source Energy’s material breach of this Agreement, if (i) such breach is not remedied within 60 days after New Source Energy’s receipt of the General
Partner’s written notice thereof, or such longer period as is reasonably required to cure such breach, provided that New Source Energy commences to cure such breach within such 60-day period and proceeds with due diligence to cure such breach,
and (ii) such breach is continuing at the time notice of termination is delivered to New Source Energy; or 

(d) This Agreement may be terminated immediately by New Source Energy upon an MLP Change of Control. 

8.3 Survival. The provisions of Article II, Article V (with respect to unpaid amounts due hereunder),
Section 5.4, Article VI, Article VII, Article VIII, Article IX, Article X and Article XI shall survive any termination of this Agreement. 

ARTICLE IX 

AUDIT RIGHTS 
 At any time during the Initial Term, Secondary Term and for one year thereafter, the General Partner shall have the right to review and, at the General Partner’s expense, to copy, the books and
records maintained by New Source Energy relating to the provision of the Services. In addition, to the extent necessary to verify the performance by New Source Energy of its obligations under this Agreement, the General Partner shall have the right,
at the General Partner’s expense, to audit, examine and make copies of or extracts from the books and records of New Source Energy (the “Audit Right”). The General Partner may exercise the Audit Right through such
auditors as the General Partner may determine in its sole discretion. The General 

  
 16 










 
Partner shall (a) exercise the Audit Right only upon reasonable written notice to New Source Energy and during normal business hours and (b) use its reasonable efforts to conduct the
Audit Right in such a manner as to minimize the inconvenience and disruption to New Source Energy. 
 ARTICLE X

 BUSINESS OPPORTUNITIES 
 10.1 No Business Opportunities. None of the Parties nor any of their Affiliates shall have any obligation to offer, or provide any opportunity to pursue, purchase or invest in, any business
opportunity to any other Party or their Affiliates. 
 10.2 No Non-Compete. Subject to the last sentence of
Section 7.1(a), the Parties and their Affiliates shall be free to engage in any business activity whatsoever without the participation of the other, including any activity that may be in direct competition with the MLP Group or New
Source Energy, as the case may be. 
 ARTICLE XI 
 MISCELLANEOUS 
 11.1 Choice of Law; Submission to
Jurisdiction. This Agreement shall be subject to and governed by the laws of the State of Delaware, without regard to the principles of conflicts of law. 
 11.2 Notice. All notices, requests or consents provided for or permitted to be given pursuant to this Agreement must be in writing and must be given by depositing same in the United States
mail, addressed to the Person to be notified, postpaid and registered or certified with return receipt requested or by delivering such notice in person or by telecopier or telegram to such Party. Notice given by personal delivery or mail shall be
effective upon actual receipt. Notice given by telegram or telecopier shall be effective upon actual receipt if received during the recipient’s normal business hours, or at the beginning of the recipient’s next business day after receipt
if not received during the recipient’s normal business hours. All notices to be sent to a Party pursuant to this Agreement shall be sent to or made at the address set forth below or at such other address as such Party may stipulate to the other
Parties in the manner provided in this Section 11.2. 
 To New Source Energy: 

 

			
	 914 North Broadway, Suite 230
 Oklahoma City, Oklahoma 73102

	 Attention:
	  	Chief Executive Officer
	 Telephone:
	  	(405) 272-3028

 To the MLP Group: 
  

			
	 914 North Broadway, Suite 230
 Oklahoma City, Oklahoma 73102

	 Attention:
	  	Chief Executive Officer
	 Telephone:
	  	(405) 272-3028


  
 17 










 11.3 Entire Agreement. This Agreement constitutes the entire agreement of the
Parties relating to the matters contained herein, superseding all prior contracts or agreements, whether oral or written, relating to the matters contained herein. 
 11.4 Jointly Drafted. This Agreement, and all the provisions of this Agreement, shall be deemed drafted by all of the Parties, and shall not be construed against any Party on the basis of
that Party’s role in drafting this Agreement. 
 11.5 Effect of Waiver or Consent. No waiver or consent,
express or implied, by any Party of or to any breach or default by any Person in the performance by such Person of its obligations hereunder shall be deemed or construed to be a consent or waiver of or to any other breach or default in the
performance by such Person of the same or any other obligations of such Person hereunder. Failure on the part of a Party to complain of any act of any Person or to declare any Person in default, irrespective of how long such failure continues, shall
not constitute a waiver by such Party of its rights hereunder until the applicable statute of limitations period has run. 

11.6 Amendment or Modification. This Agreement may be amended or modified only from time to time by the written agreement
of the Parties; provided, however, that the MLP may not, without the prior approval of the Conflicts Committee, agree to any amendment or modification of this Agreement that, in the reasonable discretion of the General Partner (a) would have a
material adverse effect on the holders of Common Units or (b) materially limit or impair the rights or reduce the obligations of the Parties under this Agreement. Each such instrument shall be reduced to writing and shall be designated on its
face an “Amendment” to this Agreement. 
 11.7 Assignment; No Third-Party Beneficiaries.
None of the Parties shall have the right to assign its rights or obligations under this Agreement without the prior written consent of all other Parties. Notwithstanding the foregoing, a merger of a Party shall not be deemed to be an assignment or
transfer of its rights or a delegation of its obligations under this Agreement. Furthermore, the transfer of all or substantially all of the assets of a Party shall not be deemed an assignment or transfer of its rights or a delegation of its
obligations under this Agreement if the assignee assumes all of the obligations under this Agreement. The provisions of this Agreement are enforceable solely by the Parties (including any permitted assignee), and no limited partner or member of the
MLP or other Person shall have the right, separate and apart from the Parties hereto, to enforce any provision of this Agreement or to compel any Party to comply with the terms of this Agreement. 

11.8 Counterparts. This Agreement may be executed in any number of counterparts with the same effect as if all signatory
Parties had signed the same document. All counterparts shall be construed together and shall constitute one and the same instrument. 
 11.9 Relationship of the Parties. Nothing in this Agreement shall be construed to create a partnership or joint venture or give rise to any fiduciary or similar relationship of any kind.


  
 18 










 11.10 Severability. If any provision of this Agreement or the application
thereof to any Person or circumstance shall be held invalid or unenforceable to any extent, the remainder of this Agreement and the application of such provision to other Persons or circumstances shall not be affected thereby and shall be enforced
to the greatest extent permitted by law. 
 11.11 Further Assurances. In connection with this Agreement and all
transactions contemplated by this Agreement, each Party agrees to execute and deliver such additional documents and instruments and to perform such additional acts as may be necessary or appropriate to effectuate, carry out and perform all of the
terms, provisions and conditions of this Agreement and all such transactions. 
 11.12 Withholding or Granting of
Consent. Except as expressly provided to the contrary in this Agreement, each Party may, with respect to any consent or approval that it is entitled to grant pursuant to this Agreement, grant or withhold such consent or approval in its sole
and uncontrolled discretion, with or without cause, and subject to such conditions as it shall deem appropriate. 
 11.13
Laws and Regulations. Notwithstanding any provision of this Agreement to the contrary, no Party shall be required to take any act, or fail to take any act, under this Agreement if the effect thereof would be to cause such Party to be
in violation of any applicable law, statute, rule or regulation. 
 11.14 No Recourse Against Officers, Directors,
Managers or Employees. For the avoidance of doubt, the provisions of this Agreement shall not give rise to any right of recourse against any officer, director, manager or employee of New Source Energy, the General Partner or any of their
respective Affiliates. 
 [Signatures on the following page] 

  
 19 










 IN WITNESS WHEREOF, the Parties have executed this Agreement on, and effective as of, the
Closing Date. 
  

			
	NEW SOURCE ENERGY PARTNERS L.P.
	
	By: New Source Energy GP, LLC, its general partner
		
	By:	 	  

	Name:	 	
	Title:	 	
	
	NEW SOURCE ENERGY GP, LLC
		
	By:	 	  

	Name:	 	
	Title:	 	
	
	NEW SOURCE ENERGY CORPORATION
		
	By:	 	  

	Name:	 	
	Title:	 	


 Signature Page to Omnibus Agreement 








 EXHIBIT A 
 DESCRIPTION OF SERVICES 
 SERVICES 
 The following services to be provided by New Source Energy or its designee(s): 
  

							
	1.	  	Accounting;	  	23.	  	Investor Relations;
				
	2.	  	Administrative;	  	24.	  	Legal;
				
	3.	  	Audit;	  	25.	  	Land Administration;
				
	4.	  	Benefits, Compensation and Human Resources Administration;	  	26.	  	Management;
				
	5.	  	Billing and Invoices;	  	27.	  	Marketing;
				
	6.	  	Bonds (performance, appeal, environmental and surety);	  	28.	  	Office Leasing;
				
	7.	  	Books and Record Keeping;	  	29.	  	Operations;
				
	8.	  	Budget;	  	30.	  	Payroll;
				
	9.	  	Cash Management;	  	31.	  	Property Management;
				
	10.	  	Consulting;	  	32.	  	Purchasing and Materials Management;
				
	11.	  	Corporate Finance;	  	33.	  	Regulatory Management;
				
	12.	  	Corporate Governance Support;	  	34.	  	Reservoir Engineering;
				
	13.	  	Credit and Debt Administration;	  	35.	  	Risk Management
				
	14.	  	Employee Health and Safety;	  	36.	  	Security;
				
	15.	  	Engineering;	  	37.	  	Service Contracts;
				
	16.	  	Environmental;	  	38.	  	Support for SEC reporting and compliance;
				
	17.	  	Financial, Planning and Analysis;	  	39.	  	Tax;
				
	18.	  	Geological and Geophysical;	  	40.	  	Technical;
				
	19.	  	Government and Public Relations;	  	41.	  	Travel;
				
	20.	  	Hedging and Derivatives;	  	42.	  	Treasury; and
				
	21.	  	Information Technology;	  	43.	  	Acquisition Services.
				
	22.	  	Insurance;	  		  	


  
 Exhibit A-1