Item 6. Indemnification of Directors and Officers.
Section 17-108
of the Delaware Revised Uniform Limited Partnership Act empowers a Delaware limited partnership to indemnify and hold harmless
any partner or other person from and against any and all claims and demands whatsoever. Section 7.7(a) of the First Amended
and Restated Agreement of Limited Partnership (the “Agreement”) of the Partnership provides that to the fullest extent
permitted by law but subject to the limitations expressly provided in the Agreement, (a) EV Energy GP, L.P., and its successors
and permitted assigns that are admitted to the Partnership as general partner of the Partnership, in its capacity as general partner
of the Partnership (the “General Partner”), (b) any former General Partner from and after the effective date of
any withdrawal or removal of such former General Partner (the “Departing General Partner”), (c) any person who
is or was an affiliate of the General Partner or any Departing General Partner, (d) the EnCap Energy Capital Fund V,
L.P., and EnCap V-B Acquisitions, L.P., (the “EnCap Partnerships”) and any person who is or was an affiliate of the
EnCap Partnerships (e) any person who is or was a member, partner, director, officer, fiduciary or trustee of any member of
the Partnership and its subsidiaries treated as a single consolidated entity (the “Group Member”), the General Partner
or any Departing General Partner or any affiliate of any Group Member, the General Partner or any Departing General Partner, (f) any
person who is or was serving at the request of the General Partner or any Departing General Partner or any affiliate of the General
Partner or any Departing General Partner as an officer, director, member, partner, fiduciary or trustee of another person; provided
that a person shall not be an Indemnitee by reason of providing, on a fee-for-services basis, trustee, fiduciary or custodial services,
and (g) any person the General Partner designates as an “Indemnitee” for purposes of the Agreement (collectively
the “Indemnitees”), shall be indemnified and held harmless by the Partnership from and against any and all losses,
claims, damages, liabilities, joint or several, expenses (including legal fees and expenses), judgments, fines, penalties, interest,
settlements or other amounts arising from any and all claims, demands, actions, suits or proceedings, whether civil, criminal,
administrative or investigative, in which any Indemnitee may be involved, or is threatened to be involved, as a party or otherwise,
by reason of its status as an Indemnitee; provided, that the Indemnitee shall not be indemnified and held harmless if there has
been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter
for which the Indemnitee is seeking indemnification pursuant to Section 7.7 of the Agreement, the Indemnitee acted in bad
faith or engaged in fraud, willful misconduct or, in the case of a criminal matter, acted with knowledge that the Indemnitee’s
conduct was unlawful; provided, further, no indemnification pursuant to Section 7.7. of the Agreement shall be available to the
General Partner or its affiliates (other than a Group Member) with respect to its or their obligations incurred pursuant to the
Underwriting Agreement, the Omnibus Agreement or the Operating Agreement (other than obligations incurred by the General Partner
on behalf of the Partnership). Any indemnification pursuant to Section 7.7 of the Agreement shall be made only out of the
assets of the Partnership, it being agreed that the General Partner shall not be personally liable for such indemnification and
shall have no obligation to contribute or loan any monies or property to the Partnership to enable it to effectuate such indemnification.
Section 7.7(b)
of the Agreement also states that to the fullest extent permitted by law, expenses (including legal fees and expenses) incurred
by an Indemnitee who is indemnified pursuant to Section 7.7(a) of the Agreement in defending any claim, demand, action, suit
or proceeding shall, from time to time, be advanced by the Partnership prior to a determination that the Indemnitee is not entitled
to be indemnified upon receipt by the Partnership of any undertaking by or on behalf of the Indemnitee to repay such amount if
it shall be determined that the Indemnitee is not entitled to be indemnified as authorized in Section 7.7 of the Agreement.
Section 7.7(d) of the
Agreement also provides that the Partnership may purchase and maintain (or reimburse the General Partner or its affiliates for
the cost of) insurance, on behalf of the General Partner, its affiliates and such other persons as the General Partner shall determine,
against any liability that may be asserted against, or expense that may be incurred by, such person in connection with the Partnership’s
activities or such person’s activities on behalf of the Partnership, regardless of whether the Partnership would have the
power to indemnify such person against such liability under the provisions of this Agreement.
Section 7.8(a)
of the Agreement provides that no Indemnitee shall be liable for monetary damages to the Partnership, the limited partners of the
Partnership, or any other persons who have acquired interests in any class or series of equity interest in the Partnership (but
excluding any options, rights, warrants and appreciation rights relating to an equity interest in the Partnership), for losses
sustained or liabilities incurred as a result of any act or omission of an Indemnitee unless there has been a final and non-appealable
judgment entered by a court of competent jurisdiction determining that, in respect of the matter in question, the Indemnitee acted
in bad faith or engaged in fraud, willful misconduct or, in the case of a criminal matter, acted with knowledge that the Indemnitee’s
conduct was criminal.
Reference is made to
Item 9 for the Partnership’s undertakings with respect to indemnification for liabilities arising under the Securities
Act.
Item 9. Undertakings.
(a) The undersigned registrant
hereby undertakes:
(1) To
file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
(i)
To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii)
To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set
forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if
the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering
price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement;
(iii)
To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement
or any material change to such information in the Registration Statement;
Provided, however,
That
paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant
to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement.
(2) That,
for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) To
remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant
hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s
annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated
by reference in the Registration Statement shall be deemed to be a new Registration Statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions described under Item 6 above, or otherwise, the registrant
has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities
Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment
of the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy
as expressed in the Securities Act and will be governed by the final adjudication of such issue.