Abraxas Energy Partners LP Watch

from S-1 4 pages Now, Therefore, in Consideration of the Mutual Covenants, Representations, Warranties and Agreements Contained Herein, and of Other Good and Valuable Consideration, the Receipt and Sufficiency of Which Are Hereby Acknowledged, and Intending to Be Legally Bound Hereby, the Parties Hereto Hereby Agree as Follows: 1. Definitions. Unless Otherwise Provided to the Contrary in This Agreement, Capitalized Terms in This Agreement Have the Meanings Set Forth in That Certain First Amended and Restated Agreement of Limited Partnership of the Company Dated May 25, 2007. 2. Board Representation

from S-1 22 pages Registration Rights Agreement by and Among Abraxas Energy Partners, L.P. and the Purchasers Named Herein

from S-1 22 pages Exchange and Registration Rights Agreement Dated as of May 25, 2007 Among Abraxas Petroleum Corporation Abraxas Energy Partners, L.P. and the Purchasers Named in This Agreement Exchange and Registration Rights Agreement