AGREEMENT AND PLAN OF MERGER

Exhibit 2.1

AGREEMENT AND PLAN OF MERGER

dated as of

July 2, 2009

among

NEW QUEST HOLDINGS CORP.,

QUEST RESOURCE CORPORATION,

QUEST MIDSTREAM PARTNERS, L.P.,

QUEST ENERGY PARTNERS, L.P.,

QUEST MIDSTREAM GP, LLC,

QUEST ENERGY GP, LLC,

QUEST RESOURCE ACQUISITION CORP.,

QUEST ENERGY ACQUISITION, LLC,

QUEST MIDSTREAM HOLDINGS CORP.

and

QUEST MIDSTREAM ACQUISITION, LLC

TABLE OF CONTENTS

GLOSSARY OF DEFINED TERMS

AGREEMENT AND PLAN OF MERGER

      AGREEMENT AND PLAN OF MERGER (the “ Agreement ”) dated as of July 2, 2009, is by and among New Quest Holdings Corp., a Delaware corporation (“ Holdco ”), Quest Resource Corporation, a Nevada corporation (“ QRC ”), Quest Midstream Partners, L.P., a Delaware limited partnership (“ QMLP ”), Quest Energy Partners, L.P., a Delaware limited partnership (“ QELP ”), Quest Midstream GP, LLC, a Delaware limited liability company (“ QMGP ”), Quest Energy GP, LLC, a Delaware limited liability company (“ QEGP ”), Quest Resource Acquisition Corp., a Delaware corporation that is a wholly owned direct subsidiary of Holdco (“ QRC Merger Sub ”), Quest Energy Acquisition, LLC, a Delaware limited liability company that is a wholly-owned direct subsidiary of Holdco (“ QELP Merger Sub ”), Quest Midstream Holdings Corp., a Delaware corporation that is a wholly owned direct subsidiary of Holdco (“ QMHC ”), and Quest Midstream Acquisition, LLC, a Delaware limited liability company that is a wholly-owned direct subsidiary of QMHC (“ QMLP Merger Sub ”). QMHC, QRC Merger Sub, QELP Merger Sub and QMLP Merger Sub are sometimes referred to herein collectively as the “ Merger Subs ” and each a “ Merger Sub .”

RECITALS

     WHEREAS, QRC, QELP and QMLP desire to combine their businesses on the terms and conditions set forth in this Agreement;

     WHEREAS, for federal income tax purposes, it is intended by the parties hereto that (i) the QRC Merger qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “ Code ”), and the rules and regulations promulgated thereunder (the “ Treasury Regulations ”), (ii) this Agreement constitute a plan of reorganization within the meaning of Section 368 of the Code and such Treasury Regulations with respect to the QRC Merger, and (iii) the QELP Merger and the QMLP Merger constitute taxable exchanges;

     WHEREAS, the board of directors of QEGP, acting upon the unanimous recommendation of its Conflicts Committee, has (i) determined that this Agreement and the QELP Merger are advisable, fair to and in the best interests of QELP and the holders of QELP Common Units (other than QEGP and its affiliates), (ii) approved the execution and delivery of this Agreement by QELP and QEGP and the execution and delivery of the Support Agreement by QELP, (iii) recommended approval and adoption of this Agreement and the QELP Merger by the holders of QELP Common Units (other than QEGP and its affiliates), as a class, and the holders of the QELP Subordinated Units, as a class, and (iv) determined that the QELP Conversion is in the best interests of QELP and QEGP and that the QEGP Merger is in the best interests of QEGP, approved the QELP Conversion and the QEGP Merger and recommended approval of the QELP Conversion by Holdco, as sole holder of common units of the QELP Surviving Entity immediately following the Effective Time;

     WHEREAS, the board of directors of QMGP, acting upon the unanimous recommendation of its Conflicts Committee, has (i) determined that this Agreement and the QMLP Merger are advisable, fair to and in the best interests of QMLP and the holders of QMLP Common Units (other than QMGP and its affiliates), (ii) approved the execution and delivery of this Agreement by QMLP and QMGP and the execution and delivery of the Support Agreement

by QMLP, (iii) recommended approval and adoption of this Agreement and the QMLP Merger by the holders of QMLP Common Units (other than QMGP and its affiliates), as a class, and the holders of the QMLP Subordinated Units, as a class, and (iv) determined that the QMLP Conversion and the QMGP Merger are in the best interests of QMGP, approved the QMLP Conversion and the QMGP Merger and recommended approval of the QMLP Conversion by QMHC, as sole holder of common units of the QMLP Surviving Entity immediately following the Effective Time, and approval of the QMGP Merger by the holders of the outstanding QMGP Units;

     WHEREAS, the board of directors of QRC, acting on the unanimous recommendation of the Special Committee thereof, has (i) determined that this Agreement and the QRC Merger are advisable, fair to and in the best interests of QRC and the holders of QRC Common Stock and adopted this Agreement and the QRC Merger, (ii) approved the execution and delivery of this Agreement by QRC, (iii) recommended approval of this Agreement and the QRC Merger by the holders of QRC Common Stock, and (iv) determined that the QEGP Merger and the QMGP Merger are in the best interest of QRC, approved the QEGP Merger and the QMGP Merger and recommended approval of this Agreement by Holdco, as the sole stockholder of the QRC Surviving Entity immediately following the Effective Time;

     WHEREAS, QRC, QELP, QMLP and certain holders of QMLP Common Units (the “ QMLP Investors ”) are parties to a Support Agreement, dated as of the date hereof (the “ Support Agreement ”), pursuant to which, among other things, during the term of this Agreement, (i) QRC has agreed to vote (or cause to be voted) the QELP Common Units, the QELP Subordinated Units and the QMLP Subordinated Units of which QRC is the record and beneficial owner to approve and adopt this Agreement, the QELP Merger, the QMLP Merger and the other transactions contemplated by this Agreement, (ii) the QMLP Investors have agreed to vote (or cause to be voted) the QMLP Common Units of which they are the record and beneficial owners to approve and adopt this Agreement and the QMLP Merger, (iii) certain QMLP Investors who are also holders of units of QMGP (the “ QMGP Units ”) have agreed to approve, authorize and consent to the QMGP Merger, and (iv) the QMLP Investors have agreed not to exercise their right to effect a sale of QMLP under Section 3(a) of the Amended and Restated Investors’ Rights Agreement, dated as of November 1, 2007, by and among QMLP, QMGP, QRC, the QMLP Investors and certain other unitholders of QMLP; and

     WHEREAS, the parties desire to make certain representations, warranties, covenants and agreements in connection with the Mergers and the other transactions contemplated by this Agreement and also to prescribe certain conditions to the Mergers as specified herein.

     NOW, THEREFORE, in consideration of the foregoing, and of the representations, warranties, covenants and agreements contained herein, the parties hereto hereby agree as follows:

ARTICLE 1
THE MERGERS

     Upon the terms and subject to the conditions set forth in this Agreement, each of the QRC Merger, the QELP Merger and the QMLP Merger shall occur simultaneously at the

Effective Time, but the transactions contemplated by this Article 1 shall, for Tax purposes, be deemed to occur in the order set forth below (it being understood that, notwithstanding the foregoing, certain of the transactions contemplated by this Article 1 shall be effective at the time specified in this Article 1).

      Section 1.1 The QRC Merger .

          (a) Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the provisions of the Delaware General Corporation Law (the “ DGCL ”) and the Nevada Revised Statutes (the “ Nevada Act ”), at the Effective Time, QRC Merger Sub shall be merged with and into QRC (the “ QRC Merger ”), and the separate corporate existence of QRC Merger Sub shall thereupon cease. QRC shall be the surviving entity in the QRC Merger (sometimes referred to herein as the “ QRC Surviving Entity ”). The QRC Merger shall have the effects specified herein and in the DGCL and the Nevada Act.

          (b) As soon as practicable following the satisfaction or waiver (subject to Applicable Laws) of the conditions set forth in this Agreement, at the Closing, QRC and QRC Merger Sub shall cause a properly executed certificate of merger and articles of merger (collectively, the “ QRC Certificate of Merger ”) meeting the requirements of Section 252 of the DGCL and the requirements of Section 92A.200 of the Nevada Act, respectively, to be filed in accordance with such sections. The QRC Merger shall become effective at the time that QRC, QELP and QMLP shall have agreed upon and designated in the QRC Certificate of Merger as the effective time of the QRC Merger (the “ Effective Time ”).

          (c) At the Effective Time, subject to Section 4.1(b)(ii) with respect to shares subject to QRC Restricted Awards, the holders of shares of common stock, par value $0.001 per share, of QRC (“ QRC Common Stock ”) issued and outstanding immediately prior to the Effective Time (other than shares of QRC Common Stock to be canceled without payment of any consideration therefor pursuant to Section 4.1) shall, by virtue of the QRC Merger, have the right to receive 0.0575 (the “ QRC Exchange Ratio ”) validly issued, fully paid and nonassessable shares of common stock, par value $.01 per share, of Holdco (“ Holdco Common Stock ”) in exchange for each such share of QRC Common Stock. Each such share of QRC Common Stock shall cease to be outstanding and shall be canceled and shall cease to exist, and each holder of any such share of QRC Common Stock shall thereafter cease to have any rights with respect to such share of QRC Common Stock, except the right to receive, without interest, certificates for shares of Holdco Common Stock or non-certificated shares of Holdco Common Stock represented by book-entry notation in accordance with Section 4.2(b) and any unpaid dividends and distributions on shares of Holdco Common Stock in accordance with Section 4.2(c). Any fractional share of Holdco Common Stock that would otherwise be issued in the QRC Merger shall be rounded up to the nearest whole share of Holdco Common Stock.

          (d) At the Effective Time, each issued and outstanding share of common stock of QRC Merger Sub shall be converted, by virtue of the QRC Merger, into one share of common stock of the QRC Surviving Entity.

          (e) Each of the QRC Surviving Entity and Holdco shall be entitled to deduct and withhold from any consideration otherwise payable to any person pursuant to Article 4 such

amounts as it is required to deduct and withhold with respect to the making of such payment under the Code and the Treasury Regulations, or any provision of state, local or foreign tax law. To the extent that amounts are so deducted or withheld and paid over to the applicable governmental taxing authority, such deducted or withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holders of QRC Common Stock in respect of which such deduction and withholding was made.

      Section 1.2 The QELP Merger .

          (a) Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the provisions of the Delaware Revised Uniform Limited Partnership Act (the “ Delaware LP Act ”) and the Delaware Limited Liability Company Act (the “ Delaware LLC Act ”), at the Effective Time, QELP Merger Sub shall be merged with and into QELP (the “ QELP Merger ”), and the separate existence of QELP Merger Sub shall thereupon cease. QELP shall be the surviving entity in the QELP Merger (sometimes referred to herein as the “ QELP Surviving Entity ”). The QELP Merger shall have the effects specified herein and in the Delaware LP Act and the Delaware LLC Act.

          (b) As soon as practicable following the satisfaction or waiver (subject to Applicable Laws) of the conditions set forth in this Agreement, at the Closing, QELP shall cause a properly executed certificate of merger (the “ QELP Certificate of Merger ”) meeting the requirements of Section 17-211 of the Delaware LP Act and Section 18-209 of the Delaware LLC Act to be filed in accordance with such sections. The QELP Merger shall become effective at the Effective Time, which shall be designated in the QELP Certificate of Merger as the effective time of the QELP Merger.

          (c) At the Effective Time, subject to Section 4.1(c)(ii) with respect to units subject to QELP Restricted Awards, the holders of common units of QELP (the “ QELP Common Units ”) issued and outstanding immediately prior to the Effective Time (other than QELP Common Units to be canceled without payment of any consideration therefor pursuant to Section 4.1) shall, by virtue of the QELP Merger, have the right to receive 0.2859 (the “ QELP Exchange Ratio ”) validly issued, fully paid and nonassessable shares of Holdco Common Stock in exchange for each such QELP Common Unit. Each such QELP Common Unit shall cease to be outstanding and shall be canceled and shall cease to exist, and each holder of any such QELP Common Unit shall thereafter cease to have any rights with respect to such QELP Common Unit, except the right to receive, without interest, certificates for shares of Holdco Common Stock or non-certificated shares of Holdco Common Stock represented by book-entry notation in accordance with Section 4.2(b) and any unpaid dividends and distributions on shares of Holdco Common Stock in accordance with Section 4.2(c). Any fractional share of Holdco Common Stock that would otherwise be issued in the QELP Merger shall be rounded up to the nearest whole share of Holdco Common Stock. Upon the Effective Time, all rights with respect to distributions in respect of QELP Common Units, including any right to receive the Minimum Quarterly Distribution (as defined in the QELP Partnership Agreement) and any arrearages thereon, shall terminate.

          (d) At the Effective Time, by virtue of the QELP Merger, (i) the issued and outstanding general partner units of QELP (the “ QELP GP Units ”) held by QEGP shall be

converted into one general partner unit of the QELP Surviving Entity and (ii) the issued and outstanding membership interests of QELP Merger Sub shall be converted into an aggregate of 9,999,999 common units of the QELP Surviving Entity.

          (e) Each of the QELP Surviving Entity and Holdco shall be entitled to deduct and withhold from any consideration otherwise payable to any person pursuant to Article 4 such amounts as it is required to deduct and withhold with respect to the making of such payment under the Code and the Treasury Regulations, or any provision of state, local or foreign tax law. To the extent that amounts are so deducted or withheld and paid over to the applicable governmental taxing authority, such deducted or withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holders of the QELP Common Units in respect of which such deduction and withholding was made.

      Section 1.3 The QMLP Merger .

          (a) Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the provisions of the Delaware LP Act and the Delaware LLC Act, at the Effective Time, QMLP Merger Sub shall be merged with and into QMLP (the “ QMLP Merger ”), and the separate existence of QMLP Merger Sub shall thereupon cease. QMLP shall be the surviving entity in the QMLP Merger (sometimes referred to herein as the “ QMLP Surviving Entity ” and, together with the QRC Surviving Entity and the QELP Surviving Entity, the “ Surviving Entities ”). The QMLP Merger shall have the effects specified herein and in the Delaware LP Act and the Delaware LLC Act.

          (b) As soon as practicable following the satisfaction or waiver (subject to Applicable Laws) of the conditions set forth in this Agreement, at the Closing, QMLP shall cause a properly executed certificate of merger (the “ QMLP Certificate of Merger ”) meeting the requirements of Section 17-211 of the Delaware LP Act and Section 18-209 of the Delaware LLC Act to be filed in accordance with such sections. The QMLP Merger shall become effective at the Effective Time, which shall be designated in the QMLP Certificate of Merger as the effective time of the QMLP Merger.

          (c) At the Effective Time, subject to Section 4.1(d) with respect to units subject to QMLP Restricted Awards, the holders of common units of QMLP (the “ QMLP Common Units ”) issued and outstanding immediately prior to the Effective Time and QMLP Common Units issuable at the Effective Time upon the vesting of outstanding awards or other contract rights set forth in Section 7.3 of the QMLP Disclosure Letter (other than QMLP Common Units to be canceled without payment of any consideration therefore pursuant to Section 4.1) shall, by virtue of the QMLP Merger, have the right to receive 0.4033 (the “ QMLP Exchange Ratio ”) validly issued, fully paid and nonassessable shares of Holdco Common Stock in exchange for each such QMLP Common Unit. Each such QMLP Common Unit shall cease to be outstanding and shall be canceled and shall cease to exist, and each holder of any such QMLP Common Unit shall thereafter cease to have any rights with respect to such QMLP Common Unit, except the right to receive, without interest, certificates for shares of Holdco Common Stock or non-certificated shares of Holdco Common Stock represented by book-entry notation in accordance with Section 4.2(b) and any unpaid dividends and distributions on shares of Holdco Common Stock in accordance with Section 4.2(c). Any fractional share of Holdco Common

Stock that would otherwise be issued in the QMLP Merger shall be rounded up to the nearest whole share of Holdco Common Stock. Upon the Effective Time, all rights with respect to distributions in respect of QMLP Common Units, including any right to receive the Minimum Quarterly Distribution (as defined in the QMLP Partnership Agreement) and any arrearages thereon, shall terminate.

          (d) At the Effective Time, by virtue of the QMLP Merger, (i) the issued and outstanding general partner units of QMLP (the “ QMLP GP Units ”) held by QMGP shall be converted into one general partner unit of the QMLP Surviving Entity and a number of validly issued, fully paid and nonassessable shares of Holdco Common Stock equal to the product obtained by multiplying (x) the number of shares of Holdco Common Stock issuable pursuant to Section 1.3(c) by (y) 0.30612% (the “ QMLP GP Exchange Ratio ” and, together with the QMLP Exchange Ratio, the “ QMLP Ratios ”), rounded up to the nearest whole share of Holdco Common Stock, and (ii) the issued and outstanding membership interests of QMLP Merger Sub shall be converted into an aggregate of 9,999,999 common units of the QMLP Surviving Entity.

          (e) Each of the QMLP Surviving Entity, QMHC and Holdco shall be entitled to deduct and withhold from any consideration otherwise payable to any person pursuant to Article 4 such amounts as it is required to deduct and withhold with respect to the making of such payment under the Code and the Treasury Regulations, or any provision of state, local or foreign tax law. To the extent that amounts are so deducted or withheld and paid over to the applicable governmental taxing authority, such deducted or withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holders of the QMLP Common Units in respect of which such deduction and withholding was made.

      Section 1.4 The QELP Conversion .

          (a) Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the provisions of the Delaware LLC Act and the Delaware LP Act, at the QELP Conversion Time, Holdco and QEGP shall cause the QELP Surviving Entity to be converted (the “ QELP Conversion ”) into a Delaware limited liability company with the name New Quest Oil & Gas, LLC or such other name as shall be agreed upon by the Parties prior to the Closing (“ QELLC ”). The QELP Conversion shall have the effects specified herein and in the Delaware LP Act and the Delaware LLC Act.

          (b) At the Closing, QELP shall cause a properly executed certificate of conversion (the “ QELP Certificate of Conversion ”) meeting the requirements of Section 18-214 of the Delaware LLC Act to be filed in accordance with such section. The QELP Conversion shall become effective at the time designated in the QELP Certificate of Conversion as the effective time of the QELP Conversion, which shall be on the Closing Date and promptly following the Effective Time (the “ QELP Conversion Time ”).

          (c) At the QELP Conversion Time, by virtue of the QELP Conversion, (i) the issued and outstanding general partner unit of the QELP Surviving Entity shall cease to be issued and shall be canceled without payment of any consideration therefor, and no units of QELLC or other consideration shall be delivered in exchange therefor, and (ii) the issued and outstanding

common units of the QELP Surviving Entity shall be converted into the sole issued and outstanding membership interests of QELLC.

      Section 1.5 The QMLP Conversion .

          (a) Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the provisions of the Delaware LLC Act and the Delaware LP Act, at the QMLP Conversion Time, QMHC and QMGP shall cause the QMLP Surviving Entity to be converted (the “ QMLP Conversion ” and, together with the QELP Conversion, the “ Conversions ”) into a Delaware limited liability company with the name New Quest Pipeline, LLC or such other name as shall be agreed upon by the Parties prior to the Closing (“ QMLLC ”). The QMLP Conversion shall have the effects specified herein and in the Delaware LP Act and the Delaware LLC Act.

          (b) At the Closing, QMLP shall cause a properly executed certificate of conversion (the “ QMLP Certificate of Conversion ” and, together with the QELP Certificate of Conversion, the “ Certificates of Conversion ”) meeting the requirements of Section 18-214 of the Delaware LLC Act to be filed in accordance with such section. The QMLP Conversion shall become effective at the time designated in the QMLP Certificate of Conversion as the effective time of the QMLP Conversion, which shall be on the Closing Date and promptly following the Effective Time (the “ QMLP Conversion Time ”).

          (c) At the QMLP Conversion Time, by virtue of the QMLP Conversion, (i) the issued and outstanding general partner unit of the QMLP Surviving Entity shall cease to be issued and shall be canceled without payment of any consideration therefor, and no units of QMLLC or other consideration shall be delivered in exchange therefor, and (ii) the issued and outstanding common units of the QMLP Surviving Entity shall be converted into the sole issued and outstanding membership interests of QMLLC.

      Section 1.6 The QMGP Merger .

          (a) Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the Delaware LLC Act and the Nevada Act, at the QMGP Effective Time, QMGP shall be merged with and into the QRC Surviving Entity (the “ QMGP Merger ”), and the separate existence of QMGP shall thereupon cease. The QRC Surviving Entity shall be the surviving entity in the QMGP Merger. The QMGP Merger shall have the effects specified herein and in the Delaware LLC Act and the Nevada Act.

          (b) At the Closing, the QRC Surviving Entity shall cause a properly executed certificate of merger and articles of merger (collectively, the “ QMGP Certificate of Merger ”) meeting the requirements of Section 18-209 of the Delaware LLC Act and the requirements of Section 92A.200 of the Nevada Act, respectively, to be filed in accordance with such sections. The QMGP Merger shall become effective at the time designated in the QMGP Certificate of Merger as the effective time of the QMGP Merger, which shall be on the Closing Date and promptly following the QMLP Conversion Time (the “ QMGP Effective Time ”).

          (c) At the QMGP Effective Time, the holders of QMGP Units issued and outstanding immediately prior to the QMGP Effective Time (other than QMGP Units to be

canceled without payment of any consideration therefor pursuant to Section 4.1) shall, by virtue of the QMGP Merger, have the right to receive, in exchange for each such QMGP Unit, a number of validly issued, fully paid and nonassessable shares of Holdco Common Stock receivable by QMGP in the QMLP Merger pursuant to Section 1.3(d) equal to the quotient obtained by dividing (i) the number of such shares of Holdco Common Stock so receivable by QMGP by (ii) the total number of such QMGP Units outstanding immediately prior to the QMGP Effective Time. Each such QMGP Unit shall cease to be outstanding and shall be canceled and shall cease to exist, and each holder of any such QMGP Unit shall thereafter cease to have any rights with respect to such QMGP Unit, except the right to receive, without interest, certificates for shares of Holdco Common Stock or non-certificated shares of Holdco Common Stock represented by book-entry notation in accordance with Section 4.2(b) and any unpaid dividends and distributions on shares of Holdco Common Stock in accordance with Section 4.2(c). Any fractional share of Holdco Common Stock that would otherwise be issued in the QMGP Merger shall be rounded down to the nearest whole share of Holdco Common Stock.

          (d) Each of the QRC Surviving Entity and Holdco shall be entitled to deduct and withhold from any consideration otherwise payable to any person pursuant to Article 4 such amounts as it is required to deduct and withhold with respect to the making of such payment under the Code and the Treasury Regulations, or any provision of state, local or foreign tax law. To the extent that amounts are so deducted or withheld and paid over to the applicable governmental taxing authority, such deducted or withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holders of the QMGP Units in respect of which such deduction and withholding was made.

      Section 1.7 The QEGP Merger.

          (a) Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the Delaware LLC Act and the Nevada Act, at the QEGP Effective Time, QEGP shall be merged with and into the QRC Surviving Entity (the “ QEGP Merger ” and, together with the QRC Merger, the QELP Merger, the QMLP Merger and the QMGP Merger, the “ Mergers ”), and the separate existence of QEGP shall thereupon cease. The QRC Surviving Entity shall be the surviving entity in the QEGP Merger with the name New Quest Energy Corp. or such other name as shall be agreed upon by the Parties prior to the Closing. The QEGP Merger shall have the effects specified herein and in the Delaware LLC Act and the Nevada Act.

          (b) At the Closing, the QRC Surviving Entity shall cause a properly executed certificate of merger and articles of merger (collectively, the “ QEGP Certificate of Merger ” and, together with the QRC Certificate of Merger, the QELP Certificate of Merger, the QMLP Certificate of Merger and the QMGP Certificate of Merger, the “ Certificates of Merger ”) meeting the requirements of Section 18-209 of the Delaware LLC Act and the requirements of Section 92A.200 of the Nevada Act, respectively, to be filed in accordance with such sections. The QEGP Merger shall become effective at the time designated in the QEGP Certificate of Merger as the effective time of the QEGP Merger, which shall be on the Closing Date and promptly following the QELP Conversion Time (the “ QEGP Effective Time ”).

          (c) At the QEGP Effective Time, the membership interests of QEGP issued and outstanding immediately prior to the QEGP Effective Time shall, by virtue of the QEGP Merger, cease to be issued and shall be canceled without payment of any consideration therefor.

      Section 1.8 The Closing . The closing of the Mergers and the other transactions described in this Article 1 (the “ Closing ”) shall take place at the offices of Baker Botts L.L.P. at 910 Louisiana Street, Houston, Texas at 10:00 a.m., local time, on a date to be specified by the Parties (the “ Closing Date ”), which date shall be no later than the third Business Day after the satisfaction or waiver (to the extent permitted by Applicable Laws) of the conditions set forth in Article 9 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions), or at such other place, date and time as the Parties may agree in writing.

ARTICLE 2
ORGANIZATIONAL DOCUMENTS

      Section 2.1 Limited Liability Company Agreements of the Converted Entities . On or prior to the Closing Date, each of QRC, QELP and QMLP shall agree on the form of limited liability company agreement to be used for each of QELLC and QMLLC in the Conversions, such agreement not to be unreasonably withheld.

      Section 2.2 Certificate of Incorporation and Bylaws of Holdco . On or prior to the Closing Date, the Board of Directors of Holdco shall take, and shall cause Holdco to take, all requisite action to cause (i) the certificate of incorporation of Holdco to be amended and restated in accordance with Applicable Laws to be in the form set forth on Exhibit 2.2.1 (except that the name of Holdco shall be changed to a name to be mutually agreed upon by the Parties prior to the mailing of the Proxy Statement/Prospectus to the stockholders of QRC and the unitholders of QELP) (as so amended and restated, the “ Holdco Charter ”), and (ii) the bylaws of Holdco to be amended and restated in accordance with Applicable Laws to be in the form set forth on Exhibit 2.2.2 (as so amended, the “ Holdco Bylaws ”).

ARTICLE 3
DIRECTORS OF HOLDCO

      Section 3.1 Board of Directors of Holdco . Prior to the Closing, Holdco will take all action necessary to cause (a) the Board of Directors of Holdco as of the Effective Time to consist of nine (9) members, two (2) of whom shall consist of persons designated by the Board of Directors of QRC (which shall be William H. Damon III and John H. Rateau or, if either of them are not able or elect not to serve, another person designated by the Board of Directors of QRC), three (3) of whom shall consist of persons designated by the Conflicts Committee of the Board of Directors of QEGP (which shall be Gary Pittman, Mark Stansberry and J. Phillip McCormick or, if any of them are not able or elect not to serve, another person designated by the Conflicts Committee of the Board of Directors of QEGP), three (3) of whom shall consist of persons designated by the Board of Directors of QMGP (which shall be Daniel Spears, Duke R. Ligon and Edward Russell or, if any of them are not able or elect not to serve, another person designated by the Conflicts Committee of the Board of Directors of QMGP), and one (1) of

whom shall be the principal executive officer of Holdco (which shall be David Lawler or, if he is not to be the principal executive officer of Holdco as of the Effective Time, the person designated to be such principal executive officer as of the Effective Time) and (b) Gary Pittman to be designated as the Chairman of the Board of Directors of Holdco (or, if he is not able or elects not to serve, another person designated by the Holdco Board of Directors following the Effective Time). From and after the Closing, each person so designated shall serve as a director of Holdco until such person’s successor shall be elected and qualified or such person’s earlier death, resignation or removal in accordance with the Holdco Charter and the Holdco Bylaws.

      Section 3.2 Board of Directors of QRC, QEGP and QMGP . Each of QRC, QEGP and QMGP shall use its reasonable best efforts to cause the members of its respective Board of Directors in office immediately prior to the Effective Time to tender his or her resignation as a director of the applicable Board of Directors, to be effective at the Effective Time.

ARTICLE 4
CONVERSION OF SECURITIES

      Section 4.1 Conversion of Certain Equity .

          (a) At the Effective Time, (i) each share of QRC Common Stock, each QELP Common Unit and each QMLP Common Unit issued and held in treasury and each share of QRC Common Stock, each QELP Common Unit and each QMLP Common Unit owned immediately prior to the Effective Time by any Party, any Merger Sub or Holdco (or any of their respective direct or indirect wholly owned Subsidiaries) shall, by virtue of the QRC Merger, the QELP Merger or the QMLP Merger, respectively, cease to be issued and shall be canceled without payment of any consideration therefor, and no shares of Holdco Common Stock or other consideration shall be delivered in exchange therefor; (ii) each issued and outstanding incentive distribution right of QELP and each issued and outstanding subordinated unit of QELP shall, by virtue of the QELP Merger, cease to be issued and shall be canceled without payment of any consideration therefor, and no shares of Holdco Common Stock or other consideration shall be delivered in exchange therefor; and (iii) each issued and outstanding incentive distribution right of QMLP and each issued and outstanding Class A subordinated unit and Class B subordinated unit of QMLP shall, by virtue of the QMLP Merger, cease to be issued and shall be canceled without payment of any consideration therefor, and no shares of Holdco Common Stock or other consideration shall be delivered in exchange therefor. At the QMGP Effective Time, the issued and outstanding QMGP Units held by the QRC Surviving Entity, Holdco or any of their respective Subsidiaries shall, by virtue of the QMGP Merger, cease to be issued and shall be canceled without payment of any consideration therefor, and no shares of Holdco Common Stock or other consideration shall be delivered in exchange therefor. The shares of QRC Common Stock, the QELP Common Units, the QMLP Common Units and the QMGP Units to be cancelled pursuant to this Section 4.1(a) shall be collectively referred to hereinafter as the “ Excluded Shares/Units .”

          (b) (i) Prior to the Effective Time, QRC shall take such action as necessary to vest immediately prior to the Effective Time all unvested restricted stock or bonus share awards of shares of QRC Common Stock outstanding under QRC’s 2005 Omnibus Stock Award Plan

and any other QRC equity plans (collectively, the “ QRC Stock Plans ”) as of the date of this Agreement and identified in Section 4.1(b)(i) of the QRC Disclosure Letter.

               (ii) At the Effective Time and without any action on the part of the holders thereof, (A) all unexercised options to acquire shares of QRC Common Stock outstanding at such time (whether or not vested) and identified in Section 4.1(b)(ii) of the QRC Disclosure Letter (individually, a “ QRC Option ” and collectively, the “ QRC Options ”) and (B) all unvested restricted stock or bonus share awards of shares of QRC Common Stock outstanding at such time and not vested pursuant to Section 4.1(b)(i) (individually, a “ QRC Restricted Award ” and collectively, the “ QRC Restricted Awards ”) under the QRC Stock Plans shall remain outstanding following the Effective Time, subject to the modifications described in this Section 4.1(b)(ii). Prior to the Effective Time, Holdco and QRC shall take all actions (if any) as may be required to cause the assumption of the QRC Options and QRC Restricted Awards by Holdco pursuant to this Section 4.1(b)(ii) so that, as of the Effective Time, the QRC Stock Plans shall be assumed by Holdco (with such adjustments thereto as may be required to reflect the QRC Merger, including the substitution of Holdco Common Stock for QRC Common Stock thereunder), and the QRC Options and the QRC Restricted Awards shall be assumed and adjusted by Holdco, subject to the same terms and conditions as under the applicable QRC Stock Plan and the applicable option or award agreement entered into pursuant thereto. In addition, Holdco, QRC and the QRC Surviving Entity shall take all actions (if any) as may be required to cause, as of the Effective Time, the conversion of (1) each such assumed QRC Option into an option to purchase the number of whole shares of Holdco Common Stock that is equal to the product (rounded down to the nearest whole share) of (a) the number of shares of QRC Common Stock subject to such QRC Option immediately prior to the Effective Time and (b) the QRC Exchange Ratio, at an exercise price per share of Holdco Common Stock equal to the quotient (rounded up to the nearest whole cent) obtained from dividing (c) the exercise price for each such share of QRC Common Stock subject to such QRC Option immediately prior to the Effective Time by (d) the QRC Exchange Ratio, and otherwise on the same terms and conditions as applied to each such QRC Option immediately prior to the Effective Time; provided, however, that in no event shall the exercise price be less than the par value of Holdco Common Stock; and (2) each such assumed QRC Restricted Award into a restricted share award or bonus share award, as applicable, with respect to the number of whole shares of Holdco Common Stock that is equal to the product (rounded down to the nearest whole share) of (a) the number of restricted shares or bonus shares of QRC Common Stock subject to such QRC Restricted Award immediately prior to the Effective Time and (b) the QRC Exchange Ratio, and otherwise on the same terms and conditions as applied to each such QRC Restricted Award immediately prior to the Effective Time. The adjustments provided herein with respect to any QRC Stock Options shall be and are intended to be effected in a manner which is consistent with Sections 409A and 424 of the Code and the applicable Treasury Regulations and other guidance issued by the Internal Revenue Service thereunder.

          (c) (i) Prior to the Effective Time, QELP shall take such action as necessary to vest immediately prior to the Effective Time all unvested restricted awards of shares of QELP common units outstanding under the Quest Energy Partners, L.P. Long-Term Incentive Plan (the “ QELP LTIP ”) as of the date of this Agreement and identified in Section 4.1(c)(i) of the QELP Disclosure Letter.

               (ii) At the Effective Time and without any action on the part of the holders thereof, all unvested restricted awards of QELP common units outstanding at such time and not vested pursuant to Section 4.1(c)(i) (individually, a “ QELP Restricted Award ” and collectively, the “ QELP Restricted Awards ”) under the QELP LTIP shall remain outstanding following the Effective Time, subject to the modifications described in this Section 4.1(c)(ii). Prior to the Effective Time, Holdco and QELP shall take all actions (if any) as may be required to cause the assumption of the QELP Restricted Awards by Holdco pursuant to this Section 4.1(c)(ii) so that as of the Effective Time the QELP LTIP shall be assumed by Holdco (with such adjustments thereto as may be required to reflect the QELP Merger, including the substitution of Holdco Common Stock for QELP Common Units thereunder), and the QELP Restricted Awards shall be assumed and adjusted by Holdco, subject to the same terms and conditions as under the applicable QELP LTIP and the applicable award agreement entered into pursuant thereto. In addition, Holdco, QELP and the QELP Surviving Entity shall take all actions (if any) as may be required to cause, as of the Effective Time, the conversion of each such assumed QELP Restricted Award into a restricted share award with respect to the number of whole shares of Holdco Common Stock that is equal to the product (rounded down to the nearest whole share) of (A) the number of restricted units of QELP Common Units subject to such QELP Restricted Award immediately prior to the Effective Time and (B) the QELP Exchange Ratio, and otherwise on the same terms and conditions as applied to each such QELP Restricted Award immediately prior to the Effective Time.

          (d) At the Effective Time and without any action on the part of the holders thereof, all unvested restricted awards of QMLP common units outstanding at such time and not vested pursuant to the terms of such awards (individually, a “ QMLP Restricted Award ” and collectively, the “ QMLP Restricted Awards ”) shall remain outstanding following the Effective Time, subject to the modifications described in this Section 4.1(d). Prior to the Effective Time, Holdco and QMLP shall take all actions (if any) as may be required to cause the assumption of the QMLP Restricted Awards by Holdco pursuant to this Section 4.1(d) so that as of the Effective Time the QMLP Restricted Awards shall be assumed and adjusted by Holdco, subject to the same terms and conditions as under the applicable award agreement. In addition, Holdco, QMLP and the QMLP Surviving Entity shall take all actions (if any) as may be required to cause, as of the Effective Time, the conversion of each such assumed QMLP Restricted Award into a restricted share award with respect to the number of whole shares of Holdco Common Stock that is equal to the product (rounded down to the nearest whole share) of (A) the number of restricted units of QMLP Common Units subject to such QMLP Restricted Award immediately prior to the Effective Time and (B) the QMLP Exchange Ratio, and otherwise on the same terms and conditions as applied to each such QMLP Restricted Award immediately prior to the Effective Time.

          (e) Except as otherwise provided under this Agreement or required under the applicable award agreement as in effect on the date of this Agreement, from and after the date of this Agreement, none of Holdco, QRC, the QRC Surviving Entity or any of their respective Subsidiaries shall take any action to provide for the acceleration of the exercisability or vesting of any QRC Option or QRC Restricted Award, as applicable, in connection with the QRC Merger. Except as otherwise provided under this Agreement or required under the applicable award agreement as in effect on the date of this Agreement, from and after the date of this Agreement, none of Holdco, QELP, the QELP Surviving Entity or any of their respective

Subsidiaries shall take any action to provide for the acceleration of the exercisability or vesting of any QELP Restricted Award in connection with the QELP Merger. Except as otherwise provided under this Agreement or required under the applicable award agreement as in effect on the date of this Agreement, from and after the date of this Agreement, none of Holdco, QMLP, the QMLP Surviving Entity or any of their respective Subsidiaries shall take any action to provide for the acceleration of the exercisability or vesting of any QMLP Restricted Award in connection with the QMLP Merger.

          (f) Promptly following the Closing, Holdco shall file with the SEC a Registration Statement on Form S-8 (or any successor form) covering the shares of Holdco Common Stock issuable upon exercise of the QRC Options or vesting of the QRC Restricted Awards, QELP Restricted Awards and QMLP Restricted Awards after the Effective Time to be assumed pursuant to Section 4.1(b), Section 4.1(c) and Section 4.1(d) and shall use its reasonable best efforts to cause such registration statement to remain effective for as long as there are outstanding any such options and awards. Except as otherwise specifically provided by Section 4.1(b), Section 4.1(c) and Section 4.1(d), the terms of the QRC Options and QRC Restricted Awards and the relevant QRC Stock Plans, as in effect at the Effective Time, the terms of the QELP Restricted Awards and the QELP LTIP, as in effect at the Effective Time, and the terms of the QMLP Restricted Awards, as in effect at the Effective Time, shall remain in full force and effect with respect to QRC Options and QRC Restricted Awards and the QELP Restricted Awards and the QMLP Restricted Awards, respectively, after giving effect to the QRC Merger, QELP Merger and QMLP Merger and the assumptions by Holdco as set forth above.

          (g) As soon as practicable following the Effective Time, Holdco shall deliver to the holders of QRC Options, QRC Restricted Awards, QELP Restricted Awards and QMLP Restricted Awards appropriate notices setting forth such holders’ rights pursuant to the respective QRC Stock Plans, QELP LTIP and QMLP Restricted Awards and the agreements evidencing the grants of such options and awards and stating that such QRC Options, QRC Restricted Awards, QELP Restricted Awards and QMLP Restricted Awards and such agreements shall be assumed by Holdco and shall continue in effect on the same terms and conditions (subject to the adjustments required by Section 4.1(b), Section 4.1(c) and Section 4.1(d)).

      Section 4.2 Exchange of Certificates Representing QRC Common Stock, QELP Common Units, QMLP Common Units and QMGP Units .

          (a) Prior to the mailing of the Proxy Statement/Prospectus, Holdco shall appoint a bank or trust company, reasonably satisfactory to each of QRC, QELP and QMLP, to act as exchange agent (the “ Exchange Agent ”). Holdco shall, at or promptly following the Closing, deposit, or cause to be deposited with the Exchange Agent, for the benefit of the holders of shares of QRC Common Stock, QELP Common Units, QMLP Common Units, and QMGP Units, for exchange in accordance with this Article 4, certificates representing the shares of Holdco Common Stock or shares of Holdco Common Stock represented by book entry to be issued pursuant to Article 1 and delivered pursuant to this Section 4.2 in exchange for such outstanding shares of QRC Common Stock, QELP Common Units, QMLP Common Units or QMGP Units. Holdco shall make sufficient funds available to the Exchange Agent from time to

time as needed to pay cash in respect of dividends or other distributions in accordance with Section 4.2(c).

          (b) Promptly after the Effective Time, but in no event later than three Business Days following the Closing Date, Holdco shall cause the Exchange Agent to mail to each holder of record of one or more certificates (“ Certificates ”) or book-entry notations (“ Book-Entry Shares ”) (other than holders of a Certificate or Book-Entry Shares in respect of Excluded Shares/Units) that immediately prior to the Effective Time represented shares of QRC Common Stock, QELP Common Units, QMLP Common Units or QMGP Units: (A) a letter of transmittal (the “ Letter of Transmittal ”), which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the Letter of Transmittal, and which shall be in such form and have such other provisions as QRC, QELP and QMLP may reasonably agree and (B) instructions for use in effecting the surrender of the Certificates or, in the case of Book-Entry Shares, the surrender thereof, in exchange for certificates representing shares of Holdco Common Stock or non-certificated shares of Holdco Common Stock represented by book-entry notation, and any unpaid dividends and distributions on shares of Holdco Common Stock in accordance with Section 4.2(c). Subject to the second sentence of Section 4.2(d), upon surrender of a Certificate or Book-Entry Shares for cancellation to the Exchange Agent together with such Letter of Transmittal, duly executed and completed in accordance with the instructions thereto, and such other documents as may customarily be required by the Exchange Agent, the holder of such Certificate or Book-Entry Shares shall be entitled to receive in exchange therefor (x) a certificate representing that number of shares of Holdco Common Stock or non-certificated shares of Holdco Common Stock represented by book-entry notation that such holder is entitled to receive and (y) a check representing the amount of unpaid dividends and distributions, if any, which such holder has the right to receive pursuant to the provisions of this Article 4, after giving effect to any required withholding Tax, and the Certificate or Book-Entry Shares so surrendered shall forthwith be canceled. No interest will be paid or accrued on any amount (dividends or otherwise) payable to holders of Certificates or Book-Entry Shares. In the event of a transfer of ownership of QRC Common Stock that occurred prior to the Effective Time but is not registered in the transfer records of QRC, a transfer of ownership of QELP Common Units that occurred prior to the Effective Time but is not registered in the transfer records of QELP, a transfer of ownership of QMLP Common Units that occurred prior to the Effective Time but is not registered in the transfer records of QMLP or a transfer of ownership of QMGP Units that occurred prior to the QMGP Effective Time but is not registered in the transfer records of QMGP, a certificate representing the proper number of shares of Holdco Common Stock or non-certificated shares of Holdco Common Stock represented by book-entry notation may be issued to such a transferee if the Certificate or Book-Entry Shares representing such QRC Common Stock, QELP Common Units, QMLP Common Units or QMGP Units, respectively, is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock or unit transfer Taxes have been paid. If any certificate for shares of Holdco Common Stock or any non-certificated shares of Holdco Common Stock represented by book-entry notation are to be issued in a name other than that in which the Certificate or Book-Entry Shares surrendered in exchange therefor is registered, it shall be a condition of such exchange that the person requesting such exchange shall pay any transfer or other taxes required by reason of the issuance of certificates for shares of Holdco Common Stock or non-certificated shares of Holdco

Common Stock represented by book entry notation in a name other than that of the registered holder of the Certificate or Book-Entry Shares surrendered, or shall establish to the reasonable satisfaction of Holdco or the Exchange Agent that such tax has been paid or is not applicable.

          (c) Whenever a dividend or other distribution is declared by Holdco in respect of Holdco Common Stock, the record date for which is at or after the Effective Time, that declaration shall include dividends or other distributions in respect of all shares of Holdco Common Stock issuable pursuant to this Agreement. Notwithstanding any other provisions of this Agreement, no dividends or other distributions so declared with respect to such Holdco Common Stock shall be paid to the holder of any unsurrendered Certificate or Book-Entry Share with respect to the shares of Holdco Common Stock issuable upon surrender of such Certificate or Book-Entry Share as a result of the conversion provided in this Article 4 until such Certificate or Book-Entry Share is surrendered as provided herein. Subject to the effect of Applicable Laws, following surrender of any such Certificate or Book-Entry Share, there shall be paid to the holder of the Certificate or Book-Entry Share so surrendered, without interest, (i) at the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time but prior to surrender and a payment date prior to surrender payable with respect to the number of shares of Holdco Common Stock issued pursuant to Article 1, less the amount of any withholding Taxes, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to surrender and a payment date subsequent to surrender payable with respect to such shares of Holdco Common Stock, less the amount of any withholding Taxes.

          (d) If, after the Closing, Certificates or Book-Entry Shares are presented to Holdco, the presented Certificates or Book-Entry Shares shall be canceled and exchanged for certificates representing shares of Holdco Common Stock or non-certificated shares of Holdco Common Stock represented by book-entry notation deliverable in respect thereof pursuant to this Agreement in accordance with the procedures set forth in this Article 4.

          (e) Any shares of Holdco Common Stock and any portion of the dividends or other distributions with respect to the Holdco Common Stock deposited by Holdco with the Exchange Agent (including the proceeds of any investments thereof) that remain unclaimed by the former stockholders of QRC or the former unitholders of QELP, QMLP or QMGP one year after the Effective Time shall be transferred to Holdco. Any former stockholders of QRC and any former unitholders of QELP, QMLP or QMGP who have not complied with this Article 4 before the first anniversary of the Closing Date shall thereafter look only to Holdco for delivery of certificates representing their shares of Holdco Common Stock or their non-certificated shares of Holdco Common Stock represented by book-entry notation and cash for any unpaid dividends and distributions on the shares of Holdco Common Stock deliverable to such former stockholder or unitholder pursuant to this Agreement, without any interest thereon.

          (f) In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by Holdco, the posting by such person of a bond in such reasonable amount as Holdco may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate certificates representing the shares of Holdco Common Stock or non-

certificated shares of Holdco Common Stock represented by book-entry notation and unpaid dividends and distributions on shares of Holdco Common Stock, as provided in Section 4.2(c), deliverable in respect thereof pursuant to this Agreement and without interest thereon.

          (g) None of Holdco, QRC, QELP, QMLP or the Exchange Agent or any other person shall be liable to any person in respect of any capital stock, partnership interests or membership interest to be surrendered in the transactions pursuant to this Agreement or Holdco Common Stock properly delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. If any Certificates or Book-Entry Shares shall not have been surrendered prior to such date on which any such capital stock, partnership interest, membership interest or Holdco Common Stock in respect of such Certificate or Book-Entry Shares would escheat to or become the property of any governmental authority, any such shares in respect of such Certificates or Book-Entry Shares shall, to the extent permitted by Applicable Laws, become the property of Holdco, free and clear of all claims or interest of any person previously entitled thereto.

      Section 4.3 Adjustment of Exchange Ratios . If, between the date of this Agreement and the Effective Time (to the extent permitted by Section 8.1), the outstanding shares of QRC Common Stock, QELP Common Units, QMLP Common Units or QMGP Units shall have been increased, decreased, changed into or exchanged for a different number of shares or units or different class, in each case, by reason of any reclassification, recapitalization, stock or unit split, split-up, combination or exchange of shares or units or a stock or unit dividend or dividend payable in other securities shall be declared with a record date within such period, or any similar event shall have occurred, the applicable QRC Exchange Ratio, QELP Exchange Ratio or QMLP Ratio shall be appropriately adjusted to provide to Holdco and the holders of QRC Common Stock, QELP Common Units, QMLP Common Units or QMGP Units, as applicable, the same economic effect as contemplated by this Agreement prior to such event.

      Section 4.4 Rule 16b-3 Approval . Prior to the Closing, Holdco, QRC and QELP, and their respective Boards of Directors or qualified committees thereof, shall use their reasonable best efforts to take all actions to cause any dispositions of QRC Common Stock or QELP Common Units (including derivative securities with respect to QRC Common Stock or QELP Common Units) or acquisitions of Holdco Common Stock (including derivative securities with respect to Holdco Common Stock) resulting from the transactions contemplated hereby by each individual who is subject to the reporting requirements of Section 16(a) of the Securities Exchange Act of 1934 (the “ Exchange Act ”) to be exempt from Section 16(b) of the Exchange Act under Rule 16b-3 promulgated under the Exchange Act in accordance with the terms and conditions set forth in no-action letters issued by the Securities and Exchange Commission (“ SEC ”) in similar transactions.

ARTICLE 5
REPRESENTATIONS AND WARRANTIES OF QRC, HOLDCO AND MERGER SUBS

     Except as set forth (i) in the QRC Reports or QELP Reports filed on or after December 31, 2008 and prior to the date of this Agreement (excluding any disclosures included in any risk factor section of such documents and any other disclosures in such documents to the extent that they are cautionary, predictive or forward-looking in nature) or (ii) in the disclosure

letter delivered to QELP and QMLP by QRC at or prior to the execution of this Agreement (the “ QRC Disclosure Letter ”) and making reference to the particular section of this Article 5 to which exception is being taken ( provided that any information set forth in one section or subsection of the QRC Disclosure Letter shall be deemed to apply to each other section or subsection thereof to which its relevance is reasonably apparent), QRC, Holdco and each Merger Sub (collectively, the “ QRC Parties ”), jointly and severally but subject to Section 11.1, represent and warrant to QELP and QMLP that (it being understood and agreed that the representations and warranties in this Article 5 shall not cover the assets listed in Section 5 of the QRC Disclosure Letter (the “ Excluded QRC Assets ”)):

      Section 5.1 Existence and Good Standing .

          (a) QRC is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Nevada. Holdco is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware. Each of QRC and Holdco is duly registered or qualified to do business and is in good standing under the laws of any jurisdiction in which the character of the properties owned or leased by it therein or in which the transaction of its business requires such qualification, except where the failure to be so qualified or in good standing, individually or in the aggregate, has not had and is not reasonably likely to have a QRC Material Adverse Effect. Each of QRC and Holdco has all requisite corporate power and authority to own, operate and lease its properties and to carry on its business as now conducted. Holdco has been formed solely for the purpose of engaging in the transactions contemplated hereby and, as of the Closing, will not own or lease any properties or transact any business other than in connection with the transactions contemplated by this Agreement. The copies of the articles or certificate of incorporation and bylaws of each of QRC and Holdco previously provided to QELP and QMLP are true and correct and contain all amendments as of the date of this Agreement.

          (b) As used in this Agreement, “ QRC Material Adverse Effect ” means, with respect to QRC and each of its direct or indirect Subsidiaries, other than QEGP and QMGP and their Subsidiaries (collectively, the “ QRC Entities ”), any change, effect, event, occurrence, state of facts or development that individually or in the aggregate has a material adverse effect on or change in (i) the business, assets, properties, liabilities, financial condition or results of operations of the QRC Entities, taken as a whole, except to the extent that any such change or effect arises or results from (A) changes in general economic, capital market, regulatory or political conditions or changes in law or accounting policies or the interpretation thereof, (B) changes that affect generally the industries in which the QRC Entities are engaged, (C) any change in the trading prices or trading volume of the QRC Common Stock (but not any change or effect underlying such change in prices or volume to the extent such change or effect would otherwise constitute a QRC Material Adverse Effect), (D) any changes or fluctuations in the prices of oil, natural gas or any other commodity, (E) the announcement or pendency of this Agreement, including any loss of sales or loss of employees or labor disputes or employee strikes, slowdowns, job actions or work stoppages or labor union activities, (F) any war, act of terrorism, civil unrest, acts of God or similar events occurring after the date of this Agreement, (G) any action taken or not taken by a QRC Party with the consent or at the direction of QELP or QMLP or in order to comply with this Agreement or (H) the Excluded QRC Assets, or (ii) the

ability of the QRC Entities to consummate the transactions contemplated by this Agreement or fulfill the conditions to the Closing.

          (c) Section 5.1(c) of the QRC Disclosure Letter sets forth, as of the date hereof, a true and complete list of the QRC Entities, together with (i) the nature of the legal organization of such person, (ii) the jurisdiction of organization or formation of such person, (iii) the name of each QRC Entity that owns beneficially or of record any equity or similar interest in such person, and (iv) the percentage interest owned by each such QRC Entity in such other persons.

      Section 5.2 Authorization, Validity and Effect of Agreements . Each of the QRC Parties has the requisite corporate or limited liability company power and authority to execute and deliver this Agreement and, if a party thereto, the Support Agreement and the Registration Rights Agreement (collectively, the “ Transaction Documents ”) and, upon receipt of the QRC Stockholder Approval, to consummate the transactions contemplated by the Transaction Documents. The execution of the Transaction Documents to which it is party and the consummation by each of the QRC Parties of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate or limited liability company action on behalf of each of them, other than the receipt of the QRC Stockholder Approval. Each of the QRC Parties has duly executed and delivered this Agreement and, if a party thereto, the Support Agreement and, at Closing, Holdco will have duly executed and delivered the Registration Rights Agreement. Assuming the Transaction Documents constitute (or will constitute) the valid and legally binding obligations of the other parties hereto and thereto, each of the Transaction Documents to which a QRC Party is (or will be) party constitutes (or will constitute) the valid and legally binding obligation of such QRC Party, enforceable against such QRC Party in accordance with its terms, except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally and general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

      Section 5.3 Capitalization .

          (a) The authorized capital stock of QRC consists of 200,000,000 shares of QRC Common Stock and 50,000,000 shares of preferred stock, par value $0.001 per share (“ QRC Preferred Stock ”), of which 500,000 shares have been designated as Series A Convertible Preferred Stock and 100,000 shares have been designated as Series B Junior Participating Preferred Stock. As of the date of this Agreement, there were (i) 32,111,244 outstanding shares of QRC Common Stock, 169,761 of which are shares of restricted stock subject to unvested QRC Restricted Awards, (ii) 782,287 shares of QRC Common Stock reserved for issuance upon exercise of outstanding QRC Options or to be issued upon vesting of outstanding equity awards, and (iii) no outstanding shares of QRC Preferred Stock, including the Series A Convertible Preferred Stock and the Series B Junior Participating Preferred Stock, which Series B Junior Participating Preferred Stock has been reserved for issuance upon the exercise of the preferred stock purchase rights (the “ QRC Rights ”) issued under the QRC Rights Agreement. All such issued and outstanding shares of QRC Common Stock are duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. As of the date of this Agreement, except as set forth above or in Section 5.3 of the QRC Disclosure Letter, there are no outstanding shares of

capital stock of QRC and there are no options, warrants, calls, subscriptions, convertible securities or other rights, agreements or commitments which obligate any QRC Entity to issue, transfer, sell or register any shares of capital stock or other voting securities of any QRC Entity. QRC has no outstanding bonds, debentures, notes or other obligations the holders of which have the right to vote (or which are convertible into or exercisable for securities having the right to vote) with the stockholders of QRC on any matter.

          (b) As of the date of this Agreement and immediately prior to the Effective Time, Holdco has and will have 1,000 outstanding shares of its common stock, par value $0.01 per share, which shares are and will be validly issued, fully paid, nonassessable and free of preemptive rights.

      Section 5.4 Subsidiaries .

          (a) Each of QRC’s Subsidiaries (other than QEGP and QMGP and their Subsidiaries), including the Merger Subs, is a corporation or other legal entity duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization. Each of QRC’s Subsidiaries (other than QEGP and QMGP and their Subsidiaries) is duly registered or qualified to do business and is in good standing under the laws of any jurisdiction in which the character of the properties owned or leased by it therein or in which the transaction of its business requires such qualification, except where the failure to be so qualified or in good standing, individually or in the aggregate, has not had and is not reasonably likely to have a QRC Material Adverse Effect. Each of QRC’s Subsidiaries (other than QEGP and QMGP and their Subsidiaries) has all requisite corporate power and authority to own, operate and lease its properties and to carry on its business as now conducted. The copies of the organizational documents of QRC’s Subsidiaries (other than QEGP and QMGP and their Subsidiaries) previously made available to QELP and QMLP are true and correct and contain all amendments as of the date of this Agreement. As of the date of this Agreement, all of the outstanding shares of capital stock of, or other ownership interests in, each of QRC’s Subsidiaries (other than QEGP and QMGP and their Subsidiaries) are duly authorized, validly issued, fully paid (to the extent required by such Subsidiary’s organizational documents) and nonassessable (except as such nonassessability may be affected by Applicable Laws) and free of preemptive rights, and are owned, directly or indirectly, by QRC free and clear of all mortgages, deeds of trust, liens, security interests, pledges, leases, conditional sale contracts, charges, privileges, easements, rights of way, reservations, options, rights of first refusal and other encumbrances (“ Liens ”), other than Permitted Liens. Each Merger Sub was formed solely for the purpose of engaging in the transactions contemplated hereby and has not engaged in any activities other than in connection with the transactions contemplated by this Agreement.

          (b) On the date of this Agreement, QRC owns 3,201,521 QELP Common Units, 8,857,981 subordinated units in QELP (the “ QELP Subordinated Units ”), 35,134 Class A subordinated units in QMLP (the “ Class A QMLP Subordinated Units ”), 4,900,000 Class B subordinated units in QMLP (the “ Class B QMLP Subordinated Units ,” and together with the Class A QMLP Subordinated Units, the “ QMLP Subordinated Units ”), all of the QEGP Units and 85% of the QMGP Units. QEGP in turn owns all 431,827 QELP GP Units and all the incentive distribution rights in QELP (the “ QELP Incentive Distribution Rights ”). QMGP in

turn owns 276,531 QMLP GP Units and all the incentive distribution rights in QMLP (the “ QMLP Incentive Distribution Rights ”).

          (c) QRC does not have any agreement, arrangement or understanding, whether or not in writing, for the purpose of acquiring, holding, voting or disposing of such partnership or membership interests referred to in clause (b) above.

      Section 5.5 Compliance with Laws; Permits . Except for such matters as, individually or in the aggregate, have not had and are not reasonably likely to have a QRC Material Adverse Effect and except for matters related to compliance with SEC rules (which are provided for in Section 5.7), internal controls and procedures (which are provided for in Section 5.8), Taxes (which are provided for in Section 5.11), employee benefit matters (which are provided for in Section 5.12), labor matters (which are provided for in Section 5.13), Environmental Laws (which are provided for in Section 5.14), improper payments (which are provided for in Section 5.22) and gas regulatory matters (which are provided for in Section 5.28):

          (a) No QRC Entity is in violation of any applicable law, rule, regulation, code, governmental determination, order, treaty, convention, governmental certification requirement or other public limitation, U.S. or non-U.S., including Tax and U.S. antitrust laws (collectively, “ Applicable Laws ”), and no claim is pending or threatened in writing with respect to any such matters.

          (b) Each QRC Entity holds all permits, licenses, certifications, variations, exemptions, orders, franchises and approvals of all governmental or regulatory authorities necessary for the lawful conduct of its business (collectively, the “ QRC Permits ”). All QRC Permits are in full force and effect and there exists no default thereunder or breach thereof, and QRC has not received written notice that such QRC Permits will not be renewed in the ordinary course after the Closing.

          (c) Each QRC Entity possesses all permits, licenses, operating authority, orders, exemptions, franchises, variances, consents, approvals or other authorizations required for the present ownership and operation of all its real property or leaseholds (collectively, the “ QRC Real Property ”).

      Section 5.6 No Conflicts .

          (a) Neither the execution and delivery by each QRC Party of any Transaction Document to which it is party nor the consummation by such QRC Party of the transactions contemplated hereby or thereby will (i) conflict with or result in a breach of any provisions of the organizational documents of any QRC Entity; (ii) violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination or in a right of termination or cancellation of, or give rise to a right of purchase under, or accelerate the performance required by, or result in the creation of any Lien upon any of the properties of any QRC Entity under, or result in being declared void, voidable, or without further binding effect, or otherwise result in a detriment to any QRC Entity under, any of the terms, conditions or provisions of, any

note, bond, mortgage, indenture, deed of trust, license, concession, franchise, permit, lease, contract, agreement, joint venture or other instrument or obligation to which any QRC Entity is a party, or by which any QRC Entity or any of its properties may be bound or affected; or (iii) contravene or conflict with or constitute a violation of any provision of any law, rule, regulation, judgment, order or decree binding upon or applicable to any QRC Entity, except as, in the case of matters described in clause (ii) or (iii), individually or in the aggregate, that have not had and are not reasonably likely to have a QRC Material Adverse Effect.

          (b) Neither the execution and delivery by each QRC Party of any Transaction Document to which it is party nor the consummation by such QRC Party of the transactions contemplated hereby or thereby will require any consent, approval, qualification or authorization of, or filing or registration with, any court or governmental or regulatory authority, other than filings required under the Exchange Act, the Securities Act or applicable state securities and “Blue Sky” laws (collectively, the “ Regulatory Filings ”), (ii) the filing of a listing application with the NASDAQ Stock Market, LLC (“ NASDAQ ”) in connection with the initial listing of the Holdco Common Stock pursuant to Section 8.10, and (iii) the filing of the Certificates of Merger with the appropriate governmental authorities in connection with any of the Mergers, except for any consent, approval, qualification or authorization the failure to obtain which, and for any filing or registration the failure to make which, individually or in the aggregate, has not had and is not reasonably likely to have a QRC Material Adverse Effect.

          (c) The Transaction Documents, the Mergers and the other transactions contemplated hereby and thereby do not, and will not, upon consummation of such transactions in accordance with their terms, result in any “change of control” or similar event or circumstance under (i) the terms of any QRC Material Contract or (ii) any contract or plan under which any employees, officers or directors of any QRC Entity are entitled to payments or benefits, which, in the case of either clause (i) or (ii), gives rise to rights or benefits not otherwise available absent such change of control or similar event and requires either a cash payment or an accounting charge in accordance with generally accepted accounting principles in the United States of America (“ GAAP ”), or (iii) any material QRC Permit, except for any event or circumstance the occurrence of which, individually or in the aggregate, has not had and is not reasonably likely to have a QRC Material Adverse Effect.

      Section 5.7 SEC Documents and Financial Statements .

          (a) QRC has filed with the SEC all documents (including exhibits and any amendments thereto) required to be so filed by it since January 1, 2009 (each registration statement, report, proxy statement or information statement (other than preliminary materials) it has so filed after January 1, 2009 and prior to the date hereof, each in the form (including exhibits and any amendments thereto) filed with the SEC, collectively, the “ QRC Reports ”). As of its respective date, each QRC Report (i) complied when filed in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, and the rules and regulations thereunder and (ii) did not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, except for any statements in any QRC Report that have been modified by an amendment to such report filed with the SEC prior to the date hereof.

          (b) There are no outstanding comments from, or unresolved issues raised by, the SEC with respect to the QRC Reports. No enforcement action has been initiated against QRC relating to disclosures contained in any QRC Report.

          (c) Each of the consolidated balance sheets included in or incorporated by reference into the QRC Reports (including related notes and schedules) complied when filed as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto and fairly presents in all material respects the consolidated financial position of QRC and its Subsidiaries as of its date, and each of the consolidated statements of operations, cash flows and changes in stockholders’ equity included in or incorporated by reference into the QRC Reports (including any related notes and schedules) complied when filed as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto and fairly presents in all material respects the results of operations, cash flows or changes in stockholders’ equity, as the case may be, of QRC and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to (x) such exceptions as may be permitted by Form 10-Q of the SEC and (y) normal, recurring year-end audit adjustments which are not material in the aggregate), in each case in accordance with GAAP consistently applied during the periods involved, except as may be noted therein.

          (d) Except (i) as and to the extent set forth on the consolidated balance sheet of QRC and its Subsidiaries included in the most recent QRC Report filed prior to the date of this Agreement that includes such a balance sheet, including all notes thereto, and (ii) for liabilities and obligations incurred since December 31, 2008 in the ordinary course of business consistent with past practice, QRC and its Subsidiaries have not had any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected on, or reserved against in, a consolidated balance sheet of QRC and its Subsidiaries or in the notes thereto prepared in accordance with GAAP consistently applied, other than liabilities or obligations which, individually or in the aggregate, have not had and are not reasonably likely to have a QRC Material Adverse Effect.

      Section 5.8 Internal Controls and Procedures .

          (a) Except as disclosed in the QRC Reports, the chief executive officer and chief financial officer of QRC have made all certifications (without qualification or exceptions to the matters certified) required by the Sarbanes-Oxley Act of 2002 (the “ Sarbanes-Oxley Act ”) to be made since December 31, 2008, and the statements contained in any such certifications are complete and correct; neither QRC nor its officers have received written notice from any governmental authority questioning or challenging the accuracy, completeness, form or manner of filing or submission of such certification. Except as disclosed in the QRC Reports, QRC has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. Except as disclosed in the QRC Reports, QRC’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by QRC in the reports that it files under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated

and communicated to the management of QRC as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act. The management of QRC has completed its assessment of the effectiveness of QRC’s internal control over financial reporting in compliance with the requirements of Section 404 of the Sarbanes-Oxley Act for the year ended December 31, 2008, and as disclosed in the QRC Reports, such assessment concluded that such controls were ineffective as of such date. QRC has disclosed, based on its most recent evaluations, to QRC’s outside auditors and the audit committee of the board of directors of QRC (A) all significant deficiencies in the design or operation of internal controls and any material weaknesses, which have more than a remote chance to materially adversely affect QRC’s ability to record, process, summarize and report financial data and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in QRC’s internal control over financial reporting.

          (b) Since January 1, 2009, no QRC Entity nor any director, officer, employee, auditor, accountant or representative of any QRC Entity has received any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of any QRC Entity, including any material complaint, allegation, assertion or claim that any QRC Entity has a “significant deficiency” or “material weakness” (as such terms are defined in the Public Accounting Oversight Board’s Auditing Standard No. 2, as in effect on the date hereof) in internal controls.

          (c) No QRC Entity has, since July 30, 2002, extended or maintained credit, arranged for the extension of credit, or renewed an extension of credit, in the form of a personal loan to or for any director or executive officer (or equivalent thereof) of QRC. No loan or extension of credit is maintained by any QRC Entity to which the second sentence of Section 13(k)(1) of the Exchange Act applies.

          (d) Except as disclosed in the QRC Reports, the QRC Entities (i) make and keep books, records and accounts that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of assets, and (ii) maintain systems of internal accounting controls sufficient to provide reasonable assurances that (A) transactions are executed in accordance with management’s general or specific authorization; (B) transactions are recorded as necessary to permit preparation of QRC’s consolidated financial statements in conformity with GAAP and to maintain accountability for assets; (C) access to assets is permitted only in accordance with management’s general or specific authorization; and (D) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

      Section 5.9 Litigation . There are no actions, suits, investigations or proceedings pending or threatened in writing against any QRC Entity at law or in equity or in any arbitration or similar proceedings, before or by any U.S. federal or state court, commission, board, bureau, agency or instrumentality or any arbitral or other dispute resolution body, that, individually or in the aggregate, have had or are reasonably likely to have a QRC Material Adverse Effect.

      Section 5.10 Absence of Certain Changes . Since December 31, 2008, (a) except as otherwise required or expressly provided for in this Agreement, the businesses of the QRC

Entities have been conducted, in all material respects, in the ordinary course of business consistent with past practice and (b) there has not been a QRC Material Adverse Effect.

      Section 5.11 Taxes .

          (a) Except to the extent such matters, individually or in the aggregate, have not had and are not reasonably likely to have a QRC Material Adverse Effect:

          (i) all Tax returns, statements, reports, declarations, estimates and forms (“ Returns ”) required to be filed by or with respect to QRC or any of its Subsidiaries (including any Return required to be filed by an affiliated, consolidated, combined, unitary or similar group that included QRC or any of its Subsidiaries) have been properly filed on a timely basis with the appropriate governmental authorities and all such Returns are accurate and complete in all respects;

          (ii) all Taxes that have or will become due on or before the Closing Date (regardless of whether reflected on any Return) have been or will be duly paid or deposited in full on a timely basis or adequately reserved for in accordance with GAAP;

          (iii) no audit or other administrative proceeding or court proceeding is presently pending or threatened in writing with regard to any Tax or Return of QRC or any of its Subsidiaries as to which any taxing authority has asserted in writing any claim;

          (iv) no governmental authority is now proposing or asserting in writing any investigation, proceeding, deficiency or claim for Taxes or any adjustment to Taxes with respect to which QRC or any of its Subsidiaries may be liable, and no currently pending issues have been raised by any governmental authority that could, if determined adversely to QRC or any of its Subsidiaries, adversely affect the liability of QRC or such Subsidiary, respectively, for Taxes;

          (v) neither QRC nor any of its Subsidiaries have any outstanding request for any extension of time within which to pay any Taxes or file any Returns with respect to any Taxes;

          (vi) there has been no waiver or extension of any applicable statute of limitations for the assessment or collection of any Taxes of QRC or any of its Subsidiaries;

          (vii) none of QRC or any of its Subsidiaries has entered into any written agreement or arrangement with any Tax authority that requires QRC or any of its Subsidiaries to take any action or refrain from taking any action;

          (viii) each of QRC and its Subsidiaries has withheld and paid all Taxes required to be withheld in connection with any amounts paid or owing to any employee, creditor, independent contractor or other third party;

          (ix) neither QRC nor any of its Subsidiaries have been a member of an affiliated group filing a consolidated federal income tax Return or has any liability for the

Taxes of any person (other than QRC or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise; and

          (x) to the extent required by GAAP, the consolidated balance sheets and financial statements prepared by QRC and its Subsidiaries for the year ended December 31, 2008 accrue all material liabilities for Taxes payable after the date of such financial statements with respect to all transactions and events occurring on or prior to such date; and no material Tax liability since the date of such financial statements has been incurred by QRC or any of its Subsidiaries other than in the ordinary course of business or in connection with the transactions contemplated by this Agreement.

          (b) Neither QRC nor any of its Subsidiaries is party to any closing agreement described in Section 7121 of the Code or any similar agreement under any Tax law.

          (c) Neither QRC nor any of its Subsidiaries is party to, is bound by or has any obligation under any Tax sharing, allocation or indemnity agreement or any similar agreement or arrangement other than with respect to any such agreement or arrangement among QRC and its Subsidiaries.

          (d) Since December 31, 2008, QRC has not made or rescinded any material election relating to Taxes or settled or compromised any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to any material Taxes, or, except as may be required by Applicable Laws, made any material change to any of its methods of reporting income or deductions for federal income tax purposes from those employed in the preparation of its most recently filed federal Returns.

          (e) Neither QRC nor any of its Subsidiaries has been a “controlled corporation” or a “distributing corporation” in any distribution that was purported or intended to be governed by Section 355 of the Code (or any similar provision of state, local or foreign law) (i) occurring during the two-year period ending on the date hereof or (ii) that otherwise constitutes part of a “plan” or “series of related transactions”(within the meaning of Section 355(e) of the Code) that includes the Mergers.

          (f) There are no requests for rulings, outstanding subpoenas or unsatisfied written requests from any governmental authority for information with respect to Taxes of QRC or any of its Subsidiaries. No claim has been made that QRC or any of its Subsidiaries is subject to income, franchise, sales, use, payroll, unemployment, or similar Taxation by a governmental authority in any state or locality where QRC or any of its Subsidiaries did not either (i) file any income, franchise, sales, use, payroll, unemployment, or similar Returns or (ii) pay income, franchise, sales, use, payroll, unemployment, or similar Taxes. No Return filed by QRC or any of its Subsidiaries with respect to any taxable period ending on or after December 31, 2004 contains a disclosure statement under Section 6662 of the Code or any predecessor provision or comparable provision of state, local or foreign law, and no Return has been filed by QRC or any of its Subsidiaries with respect to which the preparer of such Return advised consideration of inclusion of such a disclosure statement, which disclosure statement was not included. No QRC Entity has at any time participated in a “reportable transaction” within the meaning of Treasury

Regulations Section 1.6011-4(b) that was or is required to be disclosed under Treasury Regulations Section 1.6011-4 or participated in a transaction that has been disclosed pursuant to IRS Announcement 2002-2, 2002-2 I.R.B. 304.

          (g) None of QRC or any of its Subsidiaries knows of any fact or has taken or failed to take any action that could reasonably be expected to prevent the QRC Merger from qualifying as a reorganization within the meaning of Section 368 of the Code.

          (h) There are no Liens for Taxes upon any property or assets of QRC or any of its Subsidiaries, except for Taxes not yet due and payable.

          (i) Neither QRC nor any of its Subsidiaries have bought back its (or any affiliate’s) debt.

          (j) For purposes of this Agreement, “ Tax ” or “ Taxes ” means all U.S. federal, state, local or foreign net income, gross income, gross receipts, sales, use, ad valorem, transfer, accumulated earnings, personal holding company, excess profits, franchise, profits, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, alternative or add-on minimum tax, value added, net worth, capital, unemployment, transaction, goods and services, unclaimed property, escheatment claims, license, production, environmental, disability, capital stock or windfall profits taxes, custom, duty or other taxes, fees, assessments or governmental charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts imposed by any taxing authority.

      Section 5.12 Employee Benefit Plans .

          (a) Section 5.12(a) of the QRC Disclosure Letter contains a list of all QRC Benefit Plans. The term “ QRC Benefit Plans ” means all employee benefit plans and other benefit arrangements, including all “employee benefit plans” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974 (“ ERISA ”), whether or not U.S.-based plans, and all other material employee benefit, bonus, vacation, incentive, deferred compensation, stock option (or other equity-based), severance, termination, retention, employment, change in control, welfare (including post-retirement medical and life insurance) and fringe benefit plans, practices, programs or agreements, whether or not subject to ERISA or U.S.-based and whether written or oral, sponsored, maintained or contributed to or required to be contributed to by any QRC Entity or any of its ERISA Affiliates or to which any QRC Entity or any of its ERISA Affiliates is a party or is required to provide benefits or with respect to which any QRC Entity or any of its ERISA Affiliates have any liability. For purposes of this Agreement, “ ERISA Affiliate ” means with respect to any person or entity, any corporation, trade or business which, together with such person or entity, is a member of a controlled group of corporations or a group of trades or businesses under common control within the meaning of Section 414 (b), (c), (m) or (o) of the Code. For purposes of this Section 5.12, ERISA Affiliates shall exclude QELP, QMLP and their Subsidiaries. QRC has made available to QELP and QMLP true and complete copies of the QRC Benefit Plans and, if applicable, the most recent trust agreements, Forms 5500, summary plan descriptions, funding statements, annual reports, actuarial reports and Internal Revenue Service determination or opinion letters for each such plan.

          (b) Except to the extent such matters, individually or in the aggregate, have not had and are not reasonably likely to have a QRC Material Adverse Effect: (i) all applicable reporting and disclosure requirements have been met with respect to the QRC Benefit Plans; (ii) to the extent applicable, the QRC Benefit Plans comply with the requirements of ERISA and the Code and other Applicable Laws, and any QRC Benefit Plan intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the Internal Revenue Service (or is entitled to rely upon a favorable opinion letter issued by the Internal Revenue Service) which covers all amendments to such QRC Benefit Plan for which the remedial amendment period (within the meaning of Section 401(b) of the Code) has expired as of the date of such letter; (iii) the QRC Benefit Plans have been maintained and operated in accordance with their terms and Applicable Laws, and there are no breaches of fiduciary duty in connection with the QRC Benefit Plans; (iv) there are no claims pending or threatened in writing against or otherwise involving any QRC Benefit Plan, and no suit, action or other litigation (excluding routine claims for benefits incurred in the ordinary course of QRC Benefit Plan activities) has been brought against or with respect to any QRC Benefit Plan; and (v) all material contributions required to be made as of the date of this Agreement to the QRC Benefit Plans have been made or provided for.

          (c) No QRC Benefit Plan (including for such purpose, any employee benefit plan described in Section 3(3) of ERISA which any QRC Entity or any of its ERISA Affiliates maintained, sponsored or contributed to within the six-year period preceding the Effective Time) is (i) a “multiemployer plan”(as defined in Section 4001(a)(3) of ERISA), (ii) a “multiple employer plan”(within the meaning of Section 413(c) of the Code) or (iii) subject to Title IV or Section 302 of ERISA or Section 412 of the Code. Neither the execution of this Agreement nor the consummation of the transactions contemplated hereby shall cause any payments or benefits to any employee, officer or director of any QRC Entity to be either subject to an excise Tax or non-deductible to QRC under Sections 4999 and 280G of the Code, respectively, whether or not some other subsequent action or event would be required to cause such payment or benefit to be triggered. The execution of, and performance of the transactions contemplated by, this Agreement will not (either alone or upon the occurrence of any additional or subsequent events) constitute an event under any benefit plan, policy, arrangement or agreement or any trust or loan (in connection therewith) that will or may result in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligations to fund benefits with respect to any employee of any QRC Entity.

          (d) No QRC Benefit Plan provides medical, surgical, hospitalization, death or similar benefits (whether or not insured) for employees or former employees of any QRC Entity for periods extending beyond their retirement or other termination of service other than (i) coverage mandated by Applicable Laws, (ii) death benefits under any “pension plan” or (iii) benefits the full cost of which is borne by the current or former employee (or his beneficiary).

          (e) From January 1, 2009 to the date of this Agreement, except in the ordinary course of business consistent with past practice or as described in the QRC Reports filed prior to the date of this Agreement, there has not been (i) any granting, or any commitment or promise to grant, by any QRC Entity to any officer of any QRC Entity of (A) any increase in compensation or (B) any increase in severance or termination pay (other than increases in severance or termination pay as a result of an increase in compensation in accordance with

Section 5.12(e)(i)(A)), (ii) any entry by any QRC Entity into any employment, severance or termination agreement with any person who is an employee of any QRC Entity, (iii) any increase in, or any commitment or promise to increase, benefits payable or available under any pre-existing QRC Benefit Plan, except in accordance with the pre-existing terms of that QRC Benefit Plan, (iv) any establishment of, or any commitment or promise to establish, any new QRC Benefit Plan, (v) any amendment of any existing stock options, stock appreciation rights, performance awards or restricted stock awards or (vi) except in accordance with and under pre-existing compensation policies, any grant, or any commitment or promise to grant, any stock options, stock appreciation rights, performance awards, or restricted stock awards.

      Section 5.13 Labor Matters .

          (a) No QRC Entity is party to, or bound by, any collective bargaining agreement or similar contract, agreement or understanding with a labor union or similar labor organization.

          (b) Except for such matters as, individually or in the aggregate, have not had and are not reasonably likely to have a QRC Material Adverse Effect, (i) no QRC Entity has received any written complaint of any unfair labor practice or other unlawful employment practice or any written notice of any material violation of any federal, state or local statutes, laws, ordinances, rules, regulations, orders or directives with respect to the employment of individuals by, or the employment practices of, any QRC Entity or the work conditions or the terms and conditions of employment and wages and hours of their respective businesses and (ii) there are no unfair labor practice charges or other employee-related complaints against any QRC Entity pending or threatened in writing before any governmental authority by or concerning the employees working in their respective businesses.

      Section 5.14 Environmental Matters .

          (a) Each QRC Entity has been and is in compliance with all applicable orders of any court, governmental authority or arbitration board or tribunal and any Applicable Laws, ordinance, rule, regulation or other legal requirement (including common law) related to human health, worker safety, process safety and stewardship, use and management or hazardous, toxic or radioactive substances or wastes, the environment or climate (collectively, “ Environmental Laws ”) except for such matters as, individually or in the aggregate, have not had and are not reasonably likely to have a QRC Material Adverse Effect. There are no past or present facts, conditions or circumstances that interfere with the conduct of any of their respective businesses in the manner now conducted or which interfere with continued compliance with any Environmental Law, except for any non-compliance or interference that, individually or in the aggregate, has not had and is not reasonably likely to have a QRC Material Adverse Effect.

          (b) Except for such matters as, individually or in the aggregate, have not had and are not reasonably likely to have a QRC Material Adverse Effect, no judicial or administrative proceedings or governmental investigations are pending or threatened in writing against any QRC Entity that allege the violation of or seek to impose liability pursuant to any Environmental Law, and there are no past or present facts, conditions or circumstances at, on or arising out of, or otherwise associated with, any current or former businesses, assets or properties

of any QRC Entity, including but not limited to on-site or off-site disposal, release or spill of any material, substance or waste classified, characterized or otherwise regulated as hazardous, toxic, pollutant, contaminant or words of similar meaning under Environmental Laws, including petroleum or petroleum products or byproducts and exploration and production wastes (“ Hazardous Materials ”) which violate Environmental Law or are reasonably likely to give rise to (i) costs, expenses, liabilities or obligations for any cleanup, remediation, disposal or corrective action under any Environmental Law, (ii) claims arising for personal injury, property damage or damage to natural resources, or (iii) fines, penalties or injunctive relief.

          (c) No QRC Entity has (i) received any written notice of noncompliance with, violation of, or liability or potential liability under any Environmental Law or (ii) entered into any consent decree or order or is subject to any order of any court or governmental authority or tribunal under any Environmental Law or relating to the cleanup of or other obligation with respect to any Hazardous Materials, except for any such matters as have not had and are not reasonably likely to have a QRC Material Adverse Effect.

      Section 5.15 Intellectual Property . The QRC Entities own or possess adequate licenses or other valid rights to use all patents, patent rights, know-how, trade secrets, trademarks, trademark rights and other proprietary information and other proprietary intellectual property rights used or held for use in connection with their respective businesses as currently being conducted, except where the failure to own or possess such licenses and other rights, individually or in the aggregate, has not had and is not reasonably likely to have a QRC Material Adverse Effect, and there are no assertions or claims challenging the validity of any of the foregoing that, individually or in the aggregate, have not had and are not reasonably likely to have a QRC Material Adverse Effect. The conduct of the QRC Entities’ respective businesses as currently conducted does not conflict with any patents, patent rights, licenses, trademarks, trademark rights, trade names, trade name rights or copyrights of others, except for such conflicts that, individually or in the aggregate, have not had and are not reasonably likely to have a QRC Material Adverse Effect. There is no material infringement of any proprietary right owned by or licensed by or to any QRC Entity, except for such infringements that, individually or in the aggregate, have not had and are not reasonably likely to have a QRC Material Adverse Effect.

      Section 5.16 Decrees, Etc. Except for such matters as, individually or in the aggregate, have not had and are not reasonably likely to have a QRC Material Adverse Effect, (a) no order, writ, fine, injunction, decree, judgment, award or determination of any court or governmental authority or any arbitral or other dispute resolution body has been issued or entered against any QRC Entity that continues to be in effect that materially affects the ownership or operation of any of their respective assets, and (b) no criminal order, writ, fine, injunction, decree, judgment or determination of any court or governmental authority has been issued against any QRC Entity.

      Section 5.17 Insurance .

          (a) Except for such matters as, individually or in the aggregate, have not had and are not reasonably likely to have a QRC Material Adverse Effect, the QRC Entities maintain insurance coverage with financially responsible insurance companies in such amounts and

against such losses as are customary in the industries in which the QRC Entities operate on the date of this Agreement.

          (b) Except for such matters as, individually or in the aggregate, have not had and are not reasonably likely to have a QRC Material Adverse Effect, no event relating specifically to any QRC Entity has occurred that could reasonably be expected, after the date of this Agreement, to result in material upward adjustment in premiums under any insurance policies they maintain. Excluding insurance policies that have expired and been replaced in the ordinary course of business, no excess liability or protection and indemnity insurance policy has been canceled by the insurer within one year prior to the date of this Agreement, and no threat in writing has been made to cancel (excluding cancellation upon expiration or failure to renew) any such insurance policy of any QRC Entity during the period of one year prior to the date of this Agreement. Prior to the date of this Agreement, no event has occurred, including the failure by any QRC Entity to give any notice or information or by giving any inaccurate or erroneous notice or information, which materially limits or impairs the rights of any QRC Entity under any such excess liability or protection and indemnity insurance policies.

      Section 5.18 No Brokers . QRC has not entered into any contract, arrangement or understanding with any person or firm which may result in the obligation of QRC to pay any finder’s fees, brokerage or other like payments in connection with the negotiations leading to this Agreement or the consummation of the transactions contemplated hereby, except that QRC has retained Tudor, Pickering, Holt & Co. Securities Inc. and Mitchell Energy Advisors, LLC as its financial advisors.

      Section 5.19 Opinion of Financial Advisor and Board Approval . The Board of Directors of QRC has received the opinion of Mitchell Energy Advisors, LLC to the effect that, subject to the assumptions, qualifications and limitations relating to such opinion, the consideration to be received by the holders of QRC Common Stock in the QRC Merger is fair, from a financial point of view, as of the date of this Agreement, to such holders of QRC Common Stock. QRC shall provide QELP and QMLP (solely for informational purposes) a true, correct and complete copy of such opinion promptly following the date of this Agreement. QRC’s Board of Directors, at a meeting duly called and held, acting on the unanimous recommendation of the Special Committee thereof, has (i) determined that this Agreement and the QRC Merger are advisable, fair to and in the best interests of QRC and the holders of QRC Common Stock and adopted this Agreement and the QRC Merger, (ii) approved the execution and delivery of this Agreement by QRC, (iii) recommended approval of this Agreement and the QRC Merger by the holders of QRC Common Stock (collectively, the determination, approval and recommendation described in clauses (i), (ii) and (iii), the “ QRC Recommendation ”), and (iv) determined that the QEGP Merger and the QMGP Merger are in the best interest of QRC, approved the QEGP Merger and the QMGP Merger and recommended approval of this Agreement by Holdco, as the sole stockholder of the QRC Surviving Entity immediately following the Effective Time.

      Section 5.20 Vote Required . The only vote of the holders of any class or series of QRC capital stock necessary to approve (a) the QRC Merger is the affirmative vote in favor of the approval of this Agreement by the holders of at least a majority of the outstanding shares of QRC Common Stock entitled to vote (the “ QRC Stockholder Approval ”) and (b) the QEGP

Merger and the QMGP Merger is the approval of this Agreement by Holdco, as the sole stockholder of the QRC Surviving Entity immediately following the Effective Time.

      Section 5.21 Certain Contracts .

          (a) Except for this Agreement and except as filed or incorporated by reference as an exhibit to QRC’s Annual Report on Form 10-K for the year ended December 31, 2008 or to a QRC Report filed thereafter and prior to the date of this Agreement, no QRC Entity is party to or bound by any “material contract” (as such term is defined in item 601(b)(10) of Regulation S-K of the SEC) (all contracts of the type described in this Section 5.21(a) being referred to herein as the “ QRC Material Contracts ”).

          (b) Each QRC Material Contract is valid and binding on the QRC Entities parties thereto and is in full force and effect, and the QRC Entities have in all material respects performed all obligations required to be performed by them to date under each QRC Material Contract to which they are party, except where such failure to be in full force and effect or such failure to perform, individually or in the aggregate, has not had and is not reasonably likely to have a QRC Material Adverse Effect. Except for such matters as, individually or in the aggregate, have not had and are not reasonably likely to have a QRC Material Adverse Effect, none of the QRC Entities (x) knows of, or has received written notice of, any breach of or violation or default under any QRC Material Contract or any condition which with the passage of time or the giving of notice or both would result in such a violation or default under any QRC Material Contract or (y) has received written notice of the desire of the other party or parties to any such QRC Material Contract to exercise any rights such party has to cancel, terminate or repudiate such contract or exercise remedies thereunder. Each QRC Material Contract is enforceable by the QRC Entity party thereto in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights and general principles of equity, except where such unenforceability does not constitute, individually or in the aggregate, a QRC Material Adverse Effect.

      Section 5.22 Improper Payments . No bribes, kickbacks or other similar payments have been made in violation of Applicable Laws by any QRC Entity or agent of any of them in connection with the conduct of their respective businesses or the operation of their respective assets, and no QRC Entity nor any agent of any of them has received any such payments from vendors, suppliers or other persons.

      Section 5.23 Takeover Statutes; Rights Plans .

          (a) The Board of Directors of QRC has taken all action necessary to render the provisions of Sections 78.378 to 78.3793, inclusive, and 78.411 to 78.444, inclusive, of the Nevada Act inapplicable to this Agreement, the Mergers and the other transactions contemplated by this Agreement, including the Support Agreement. Except for Sections 78.438 and 78.439 of the Nevada Act (which have been rendered inapplicable by action of the Board of Directors of QRC), no “control share,” “business combinations” or other takeover or similar laws (together, the “ Takeover Statutes ”) are applicable to the Mergers and the other transactions contemplated by this Agreement.

          (b) QRC has taken all necessary action so that the execution and delivery of the Transaction Documents and the consummation of the Mergers and the other transactions contemplated hereby and thereby do not and will not result in (i) the QRC Rights separating from the shares of QRC Common Stock to which they are attached or becoming triggered, exercisable or unredeemable under the Rights Agreement between QRC and Computershare Trust Company, N.A., as successor rights agent to UMB Bank, N.A., dated as of May 31, 2006 (the “ QRC Rights Agreement ”), (ii) Holdco, QMLP, QELP, QMGP, QEGP or any Merger Sub or any of their respective Subsidiaries, affiliates, associates, unitholders or stockholders to be deemed an “Acquiring Person”(as defined in the QRC Rights Agreement), (iii) the provisions of Section 11 or Section 13 of the QRC Rights Agreement to become applicable to any such event or (iv) the “Distribution Date” or the “Stock Acquisition Date” (each as defined in the QRC Rights Agreement) to occur upon any such event.

      Section 5.24 Proxy Statement . None of the information to be supplied by QRC for inclusion in (a) the joint proxy statement relating to QRC Stockholder Approval and QELP Unitholder Approval (also constituting the prospectus in respect of the Holdco Common Stock to be issued in the Mergers) (the “ Proxy Statement/Prospectus ”), to be filed by QRC and QELP with the SEC, and any amendments or supplements thereto, or (b) the Registration Statement on Form S-4 (the “ Form S-4 ”) to be filed by Holdco with the SEC in connection with the Mergers, and any amendments or supplements thereto, will, at the respective times such documents are filed, and, in the case of the Proxy Statement/Prospectus, at the time the Proxy Statement/Prospectus or any amendment or supplement thereto is first mailed to QRC stockholders and QELP unitholders, at the time of QRC Stockholder Approval and the QELP Unitholder Approval and at the Effective Time, and, in the case of the Form S-4, when it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements made therein (in the case of the Proxy Statement/Prospectus, in the light of the circumstances under which they are made) not misleading. The Proxy Statement/Prospectus will comply as to form in all material respects with the Exchange Act.

      Section 5.25 Title, Ownership and Related Matters .

          (a) The QRC Entities have good and marketable title to all real property owned in fee by the QRC Entities and good title to all personal property as necessary to permit the QRC Entities to conduct their respective businesses as currently conducted in all material respects, free and clear of all Liens other than Permitted Liens, except (i) as would not, individually or in the aggregate, have a QRC Material Adverse Effect, or (ii) as do not materially interfere with the use of such properties taken as a whole as they have been used in the past and are proposed to be used in the future. With respect to any real property and buildings held under lease by the QRC Entities, such real property and buildings are held under valid and subsisting and enforceable leases with such exceptions (i) as would not, individually or in the aggregate, have a QRC Material Adverse Effect, (ii) as do not materially interfere with the use of such properties by the QRC Entities taken as a whole as they have been used in the past in the ordinary course of business, and (iii) as have been created by the fee owner of such property and buildings and have not, as of the date of this Agreement, materially interfered with the use of such property and buildings by the QRC Entities taken as a whole as they have been used in the past in the ordinary course of business.

          (b) Each QRC Entity has complied in all material respects with the terms of all leases to which it is party and which are necessary for the ordinary conduct of the business of such QRC Entity and under which it is in occupancy, except for such incidences of non-compliance as, individually or in the aggregate, have not had and are not reasonably likely to have a QRC Material Adverse Effect and the material leases to which any QRC Entity is party or under which it is in occupancy are in full force and effect. No QRC Entity has assigned any interest in, or subleased any portion of the premises leased under, any material lease to which it is party to any non-affiliated third party except (i) as would not, individually or in the aggregate, have a QRC Material Adverse Effect, or (ii) as do not materially interfere with the use of such properties taken as a whole as they have been used in the past and are proposed to be used in the future, and there are no uncured, material breaches or defaults by the landlords under such leases. As used in this Section 5.25(b), the term “leases” does not include Oil and Gas Properties.

          (c) No QRC Entity has received any written notice from any person disputing or challenging its ownership of the fee interests, easements or rights-of-way through which any of its pipeline or gathering systems extend, other than disputes or challenges that have not had or are not reasonably likely to have a QRC Material Adverse Effect.

          (d) Each of the QRC Entities has, subject to the Permitted Liens, such easements or rights-of-way from each person (collectively, “ rights-of-way ”) as are necessary to conduct its business in the manner currently conducted, except for such rights-of-way that, if not obtained, would not have, individually or in the aggregate, a QRC Material Adverse Effect. Each of the QRC Entities has fulfilled and performed all its material obligations with respect to such rights-of-way and no event has occurred that allows, or after notice or lapse of time would allow, revocation or termination thereof or would result in any impairment of the rights of the holder of any such rights-of-way, except for such revocations, terminations and impairments that would not have a QRC Material Adverse Effect. None of such rights-of-way contains any restriction that is materially burdensome to the QRC Entities, taken as a whole.

      Section 5.26 Properties; Oil and Gas Matters .

          (a) All major items of operating equipment owned or leased by any QRC Entity in connection with the operation of its Oil and Gas Properties are, in the aggregate, in a state of repair so as to be adequate in all material respects for reasonably prudent operations in the areas in which they are operated, except as have not had and are not reasonably likely to have, individually or in the aggregate, a QRC Material Adverse Effect.

          (b) Except for goods and other property sold, used or otherwise disposed of since the date of the QRC Reserve Report in the ordinary course of business or reflected as having been sold, used or otherwise disposed of in the QRC Reports, as of the date of this Agreement, the QRC Entities have good title to, or valid leases or contractual rights to, all equipment and other personal property used or necessary for use in the operation of their Oil and Gas Properties in the manner in which such properties were operated prior to the date hereof. For purposes of this Agreement, “ Oil and Gas Properties ” means direct and indirect interests in and rights with respect to oil, gas, mineral, and related properties and assets of any kind and nature, direct or indirect, including working, leasehold and mineral interests and operating rights and royalties, overriding royalties, production payments, net profit interests and other non-

working interests and non-operating interests; all interests in rights with respect to oil, condensate, gas, casinghead gas and other liquid or gaseous hydrocarbons (collectively, “ Hydrocarbons ”) and other minerals or revenues therefrom, all contracts in connection therewith and claims and rights thereto (including all oil and gas leases, operating agreements, unitization and pooling agreements and orders, division orders, transfer orders, mineral deeds, royalty deeds, oil and gas sales, exchange and processing contracts and agreements, and in each case, interests thereunder), surface interests, fee interests, reversionary interests, reservations, and concessions; all easements, rights of way, licenses, permits, leases, and other interests associated with, appurtenant to, or necessary for the operation of any of the foregoing; and all interests in equipment and machinery (including wells, well equipment and machinery), oil and gas production, gathering, transmission, treating, processing, and storage facilities (including tanks, tank batteries, pipelines, and gathering systems), pumps, water plants, electric plants, gasoline and gas processing plants, refineries, and other tangible personal property and fixtures associated with, appurtenant to, or necessary for the operation of any of the foregoing.

          (c) Except for property sold or otherwise disposed of since the date of the QRC Reserve Report in the ordinary course of business or reflected as having been sold or otherwise disposed of in the QRC Reports, as of the date of this Agreement, the QRC Entities have good and defensible title to all Oil and Gas Properties forming the basis for the reserves owned by QRC (but not QELP) and reflected in the reserve table under “Business-Oil and Gas Data” in QRC’s Annual Report on Form 10-K for the year ended December 31, 2008 and in the report of Cawley, Gillespie & Associates, Inc. (“ Cawley ”) relating to QRC’s interests referred to therein as of December 31, 2008 (the “ QRC Reserve Report ”), and in each case as attributable to interests owned by the QRC Entities, free and clear of any liens, except: (a) liens reflected in the QRC Reserve Report or in a QRC Report filed prior to the date of this Agreement, and (b) such imperfections of title, easements, liens, government or tribal approvals or other matters and failures of title as, individually or in the aggregate, have not had and are not reasonably likely to have a QRC Material Adverse Effect. Except as have not had and are not reasonably likely to have, individually or in the aggregate, a QRC Material Adverse Effect, all material proceeds from the sale of hydrocarbons produced from the Oil and Gas Properties of the QRC Entities are being received by them in a timely manner and are not being held in suspense for any reason. The gross and net undeveloped acreage of the QRC Entities as most recently reported in a QRC Report was correct in all material respects as of the date of such QRC Report, and there have been no changes in such gross and net undeveloped acreage since such date which have had or are reasonably likely to have a QRC Material Adverse Effect.

          (d) The leases and other agreements pursuant to which the QRC Entities lease or otherwise acquire or obtain operating rights affecting any real or personal property given value in the QRC Reserve Report are in good standing, valid and effective, and the rentals due by any QRC Entity to any lessor of any such oil and gas leases have been properly paid, except in each case as, individually or in the aggregate, have not had and are not reasonably likely to have a QRC Material Adverse Effect. The QRC Entities have paid all royalties, overriding royalties and other burdens on production due by the QRC Entities with respect to their Oil and Gas Properties, except for any non-payment of which, individually or in the aggregate, has not had and is not reasonably likely to have a QRC Material Adverse Effect.

          (e) For the purposes of this Agreement, “ good and defensible title ” means title that is free from reasonable doubt to the end that a reasonable person engaged in the business of purchasing and owning, developing, and operating producing oil and gas properties in the geographical areas in which they are located, with knowledge of all of the material facts and their legal bearing, would be willing to accept the same in a transaction involving interests of comparable magnitude to those of the QRC Entities or the QELP Entities reflected in the QRC Reserve Report or the QELP Reserve Report, respectively, taken as a whole, which title (i) entitles the QRC Entities or the QELP Entities, as the case may be, to receive a percentage of the hydrocarbons produced, saved and marketed from the respective oil, gas and mineral lease, unit or well throughout the duration of the productive life of such lease, unit or well, which is not less than the “net revenue interest” shown on the QRC Reserve Report or the QELP Reserve Report, as the case may be, for such lease, unit or well, except for decreases in connection with those operations in which the QRC Entities or the QELP Entities, as applicable, may be or hereafter become a non-consenting co-owner; (ii) obligates the QRC Entities or the QELP Entities, as the case may be, to bear a percentage of the costs and expenses associated with the ownership, operation, maintenance and repair of any oil, gas and mineral lease, unit or well which is not greater than the “working interest” shown on the QRC Reserve Report or the QELP Reserve Report, as the case may be, with respect to such lease, unit or well, without increase throughout the life of such lease, unit or well other than (x) increases accompanied by at least a proportionate interest in the net revenue interest, (y) increases reflected in the QRC Reserve Report or the QELP Reserve Report, as applicable, and (z) increases resulting from contribution requirements with respect to defaulting co-owners under applicable operating agreements that are accompanied by at least a proportionate increase in the net revenue interest.

          (f) All information (excluding assumptions and estimates but including the statement of the percentage of reserves from the oil and gas wells and other interests evaluated therein to which any QRC Entity is entitled and the percentage of the costs and expenses related to such wells or interests to be borne by any QRC Entity) supplied to Cawley relating to QRC’s interests referred to in the QRC Reserve Report as of December 31, 2008, by or on behalf of the QRC Entities that was material to such firm’s estimates of proved oil and gas reserves attributable to the Oil and Gas Properties of the QRC Entities in connection with the preparation of the QRC Reserve Report was (at the time supplied or as modified or amended prior to the issuance of the QRC Reserve Report) accurate in all material respects and there are no material errors in such information that existed at the time of such issuance.

          (g) Except as has not had and is not reasonably likely to have, individually or in the aggregate, a QRC Material Adverse Effect, all Oil and Gas Properties operated by any QRC Entity have been operated in accordance with reasonable, prudent oil and gas field practices and in compliance with the applicable oil and gas leases and Applicable Laws.

          (h) No QRC Entity has produced hydrocarbons from its Oil and Gas Properties in excess of regulatory allowances or other applicable limits on production that could result in curtailment of production from any such property, except any such violations which, individually or in the aggregate, have not had and are not reasonably likely to have a QRC Material Adverse Effect.

          (i) None of the material Oil and Gas Properties of any QRC Entity is subject to any preferential purchase, consent or similar right which would become operative as a result of the transactions contemplated by this Agreement.

          (j) None of the Oil and Gas Properties of any QRC Entity are subject to any Tax partnership agreement or provisions requiring a partnership income Tax return to be filed under Subchapter K of Chapter 1 of Subtitle A of the Code.

      Section 5.27 Hedging . Section 5.27 of the QRC Disclosure Letter sets forth for the periods shown all obligations of each QRC Entity for the delivery of Hydrocarbons attributable to any of the properties of any QRC Entity in the future on account of prepayment, advance payment, take-or-pay, forward sale or similar obligations without then or thereafter being entitled to receive full value therefor. As of the date of this Agreement, no QRC Entity is bound by futures, hedge, swap, collar, put, call, floor, cap, option or other contracts that are intended to benefit from, relate to or reduce or eliminate the risk of fluctuations in the price of commodities, including Hydrocarbons, or securities.

      Section 5.28 Gas Regulatory Matters . No QRC Entity is a gas utility under Applicable Laws.

      Section 5.29 Investment Company Act . No QRC Entity is, or upon the Closing will be, an “investment company” or a company “controlled by” an “investment company” within the meaning of the Investment Company Act of 1940, as amended (the “ Investment Company Act ”).

ARTICLE 6
REPRESENTATIONS AND WARRANTIES OF QELP PARTIES

     Except as set forth (i) in the QELP Reports or QRC Reports filed on or after December 31, 2008 and prior to the date of this Agreement (excluding any disclosures included in any risk factor section of such documents and any other disclosures in such documents to the extent that they are cautionary, predictive or forward-looking in nature) or (ii) in the disclosure letter delivered to QRC and QMLP by QELP at or prior to the execution of this Agreement (the “ QELP Disclosure Letter ”) and making reference to the particular section of this Article 6 to which exception is being taken ( provided that any information set forth in one section or subsection of the QELP Disclosure Letter shall be deemed to apply to each other section or subsection thereof to which its relevance is reasonably apparent), QELP and QEGP (collectively, the “ QELP Parties ”), jointly and severally but subject to Section 11.1, represent and warrant to QRC and QMLP that (it being understood and agreed that the representations and warranties in this Article 6 shall not cover STP Newco, Inc., an Oklahoma corporation (“ STP Newco ”)):

      Section 6.1 Existence and Good Standing .

          (a) QELP is a limited partnership duly formed, validly existing and in good standing under the laws of the State of Delaware. QEGP is a limited liability company duly formed, validly existing and in good standing under the laws of the State of Delaware. Each of the QELP Parties is duly registered or qualified to do business and is in good standing under the laws of any jurisdiction in which the character of the properties owned or leased by it therein or in which the transaction of its business requires such qualification, except where the failure to be

so qualified or in good standing, individually or in the aggregate, has not had and is not reasonably likely to have a QELP Material Adverse Effect. Each of the QELP Parties has all requisite limited partnership or limited liability company power and authority to own, operate and lease its properties and to carry on its business as now conducted. The copies of the organizational documents of each of the QELP Parties previously provided to QRC and QMLP are true and correct and contain all amendments as of the date of this Agreement.

          (b) As used in this Agreement, “ QELP Material Adverse Effect ” means, with respect to the QELP Parties and each of their direct or indirect Subsidiaries (collectively, the “ QELP Entities ”), any change, effect, event, occurrence, state of facts or development that individually or in the aggregate has a material adverse effect on or change in (i) the business, assets, properties, liabilities, financial condition or results of operations of the QELP Entities, taken as a whole, except to the extent that any such change or effect arises or results from (A) changes in general economic, capital market, regulatory or political conditions or changes in law or accounting policies or the interpretation thereof, (B) changes that affect generally the industries in which the QELP Entities are engaged, (C) any change in the trading prices or trading volume of the QELP Common Units (but not any change or effect underlying such change in prices or volume to the extent such change or effect would otherwise constitute a QELP Material Adverse Effect), (D) any changes or fluctuations in the prices of oil, natural gas or any other commodity, (E) the announcement or pendency of this Agreement, including any loss of sales or loss of employees or labor disputes or employee strikes, slowdowns, job actions or work stoppages or labor union activities, (F) any war, act of terrorism, civil unrest, acts of God or similar events occurring after the date of this Agreement, (G) any action taken or not taken by a QELP Party with the consent or at the direction of QRC or QMLP or in order to comply with this Agreement or (H) STP Newco, or (ii) the ability of the QELP Entities to consummate the transactions contemplated by this Agreement or fulfill the conditions to the Closing.

          (c) Section 6.1(c) of the QELP Disclosure Letter sets forth, as of the date hereof, a true and complete list of the QELP Entities, together with (i) the nature of the legal organization of such person, (ii) the jurisdiction of organization or formation of such person, (iii) the name of each QELP Entity that owns beneficially or of record any equity or similar interest in such person, and (iv) the percentage interest owned by each such QELP Entity in such other persons.

      Section 6.2 Authorization, Validity and Effect of Agreements . Each of the QELP Parties has the requisite limited partnership or limited liability company power and authority to execute and deliver the Transaction Documents to which it is party and, upon receipt of the QELP Unitholder Approval, to consummate the transactions contemplated by the Transaction Documents. The execution of the Transaction Documents to which it is party and the consummation by each of the QELP Parties of the transactions contemplated hereby and thereby have been duly authorized by all requisite limited partnership or limited liability company action on behalf of each of them, other than the receipt of the QELP Unitholder Approval. Each of the QELP Parties has duly executed and delivered this Agreement and, if a party thereto, the Support Agreement. Assuming the Transaction Documents constitute the valid and legally binding obligations of the other parties hereto and thereto, each of the Transaction Documents to which a QELP Party is a party constitutes the valid and legally binding obligation of such QELP Party,

enforceable against such QELP Party in accordance with its terms, except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally and general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

      Section 6.3 Capitalization .

          (a) As of the date of this Agreement, the issued and outstanding partnership interests of QELP consisted of 12,301,521 QELP Common Units, 8,857,981 QELP Subordinated Units, 431,827 QELP General Partner Units and the QELP Incentive Distribution Rights. All of the QELP Common Units, QELP Subordinated Units and QELP Incentive Distribution Rights, and the limited partner interests represented thereby, have been duly authorized and validly issued in accordance with the First Amended and Restated Agreement of Limited Partnership of Quest Energy Partners, L.P., dated effective November 15, 2007, as amended by Amendment No. 1 effective as of January 1, 2008 (the “ QELP Partnership Agreement ”) and are fully paid (to the extent required under the QELP Partnership Agreement) and nonassessable (except as such nonassessability may be affected by Section 17-607 and Section 17-804 of the Delaware LP Act). The general partner interest in QELP represented by the QELP General Partner Units has been duly authorized and validly issued in accordance with the QELP Partnership Agreement. As of the date of this Agreement, except as set forth above or in Section 6.3 of the QELP Disclosure Letter, there are no outstanding partnership interests of QELP and there are no options, warrants, calls, subscriptions, convertible securities or other rights, agreements or commitments which obligate any QELP Entity to issue, transfer, sell or register any partnership interests or other voting securities of any QELP Entity. QELP has no outstanding bonds, debentures, notes or other obligations the holders of which have the right to vote (or which are convertible into or exercisable for securities having the right to vote) with the unitholders of QELP on any matter.

          (b) QEGP is the sole general partner of QELP. QEGP is the record and beneficial owner of all of the 2.0% general partner interest in QELP and all of the QELP Incentive Distribution Rights, and QEGP owns the 2.0% general partner interest in QELP and the QELP Incentive Distribution Rights free and clear of all Liens, other than Permitted Liens.

          (c) QRC is the sole member of QEGP and owns of record 100% of the outstanding membership interests of QEGP. All of the outstanding membership interests of QEGP have been duly authorized, validly issued, fully paid (to the extent required by the limited liability company agreement of QEGP), nonassessable (except as such nonassessability may be affected by Sections 18-607 and 18-804 of the Delaware LLC Act) and free of preemptive rights.

      Section 6.4 Subsidiaries .

          (a) QEGP does not have any Subsidiaries other than QELP and its Subsidiaries. Each of QELP’s Subsidiaries is a corporation or other legal entity duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization. Each of QELP’s Subsidiaries is duly registered or qualified to do business and is in good standing under the laws of any jurisdiction in which the character of the properties

owned or leased by it therein or in which the transaction of its business requires such qualification, except where the failure to be so qualified or in good standing, individually or in the aggregate, has not had and is not reasonably likely to have a QELP Material Adverse Effect. Each of QELP’s Subsidiaries has all requisite corporate power and authority to own, operate and lease its properties and to carry on its business as now conducted. The copies of the organizational documents of QELP’s Subsidiaries previously made available to QRC and QMLP are true and correct and contain all amendments as of the date of this Agreement. As of the date of this Agreement, all of the outstanding shares of capital stock of, or other ownership interests in, each of QELP’s Subsidiaries are duly authorized, validly issued, fully paid (to the extent required by such Subsidiary’s organizational documents) and nonassessable (except as such nonassessability may be affected by Applicable Laws) and free of preemptive rights, and are owned, directly or indirectly, by QELP free and clear of all Liens, other than Permitted Liens.

          (b) On the date of this Agreement, none of the QELP Entities own any shares of capital stock of QRC or any other securities convertible into or otherwise exercisable to acquire shares of capital stock of QRC or has the right to acquire or vote such shares under any agreement, arrangement or understanding, whether or not in writing.

          (c) QELP does not have any agreement, arrangement or understanding, whether or not in writing, for the purpose of acquiring, holding, voting or disposing of such shares or other such securities referred to in clause (b) above.

      Section 6.5 Compliance with Laws; Permits . Except for such matters as, individually or in the aggregate, have not had and are not reasonably likely to have a QELP Material Adverse Effect and except for matters related to compliance with SEC rules (which are provided for in Section 6.7), internal controls and procedures (which are provided for in Section 6.8), Taxes (which are provided for in Section 6.11), employee benefit matters (which are provided for in Section 6.12), labor matters (which are provided for in Section 6.13), Environmental Laws (which are provided for in Section 6.14), improper payments (which are provided for in Section 6.22) and gas regulatory matters (which are provided for in Section 6.28):

          (a) No QELP Entity is in violation of any Applicable Laws, and no claim is pending or threatened in writing with respect to any such matters.

          (b) Each QELP Entity holds all permits, licenses, certifications, variations, exemptions, orders, franchises and approvals of all governmental or regulatory authorities necessary for the lawful conduct of its business (collectively, the “ QELP Permits ”). All QELP Permits are in full force and effect and there exists no default thereunder or breach thereof, and the QELP Parties have not received written notice that such QELP Permits will not be renewed in the ordinary course after the Closing.

          (c) Each QELP Entity possesses all permits, licenses, operating authority, orders, exemptions, franchises, variances, consents, approvals or other authorizations required for the present ownership and operation of all its real property or leaseholds (collectively, the “ QELP Real Property ”).

      Section 6.6 No Conflicts .

          (a) Neither the execution and delivery by each QELP Party of any Transaction Document to which it is party nor the consummation by such QELP Party of the transactions contemplated hereby or thereby will (i) conflict with or result in a breach of any provisions of the organizational documents of any QELP Entity; (ii) violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination or in a right of termination or cancellation of, or give rise to a right of purchase under, or accelerate the performance required by, or result in the creation of any Lien upon any of the properties of any QELP Entity under, or result in being declared void, voidable, or without further binding effect, or otherwise result in a detriment to any QELP Entity under, any of the terms, conditions or provisions of, any note, bond, mortgage, indenture, deed of trust, license, concession, franchise, permit, lease, contract, agreement, joint venture or other instrument or obligation to which any QELP Entity is a party, or by which any QELP Entity or any of its properties may be bound or affected; or (iii) contravene or conflict with or constitute a violation of any provision of any law, rule, regulation, judgment, order or decree binding upon or applicable to any QELP Entity, except as, in the case of matters described in clause (ii) or (iii), individually or in the aggregate, that have not had and are not reasonably likely to have a QELP Material Adverse Effect.

          (b) Neither the execution and delivery by each QELP Party of any Transaction Document to which it is party nor the consummation by such QELP Party of the transactions contemplated hereby or thereby will require any consent, approval, qualification or authorization of, or filing or registration with, any court or governmental or regulatory authority, other than (i) the Regulatory Filings, (ii) the filing of a listing application with NASDAQ in connection with the initial listing of the Holdco Common Stock pursuant to Section 8.10, and (iii) the filing of the Certificates of Merger with the appropriate governmental authorities in connection with any of the Mergers, except for any consent, approval, qualification or authorization the failure to obtain which, and for any filing or registration the failure to make which, individually or in the aggregate, has not had and is not reasonably likely to have a QELP Material Adverse Effect.

          (c) The Transaction Documents, the Mergers and the other transactions contemplated hereby and thereby do not, and will not, upon consummation of such transactions in accordance with their terms, result in any “change of control” or similar event or circumstance under (i) the terms of any QELP Material Contract or (ii) any contract or plan under which any employees, officers or directors of any QELP Entity are entitled to payments or benefits, which, in the case of either clause (i) or (ii), gives rise to rights or benefits not otherwise available absent such change of control or similar event and requires either a cash payment or an accounting charge in accordance with GAAP, or (iii) any material QELP Permit, except for any event or circumstance the occurrence of which, individually or in the aggregate, has not had and is not reasonably likely to have a QELP Material Adverse Effect.

      Section 6.7 SEC Documents and Financial Statements .

          (a) QELP has filed with the SEC all documents (including exhibits and any amendments thereto) required to be so filed by it since January 1, 2009 (each registration

statement, report, proxy statement or information statement (other than preliminary materials) it has so filed after January 1, 2009 and prior to the date hereof, each in the form (including exhibits and any amendments thereto) filed with the SEC, collectively, the “ QELP Reports ”). As of its respective date, each QELP Report (i) complied when filed in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, and the rules and regulations thereunder and (ii) did not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, except for any statements in any QELP Report that have been modified by an amendment to such report filed with the SEC prior to the date hereof.

          (b) There are no outstanding comments from, or unresolved issues raised by, the SEC with respect to the QELP Reports. No enforcement action has been initiated against QELP relating to disclosures contained in any QELP Report.

          (c) Each of the consolidated balance sheets included in or incorporated by reference into the QELP Reports (including related notes and schedules) complied when filed as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto and fairly presents in all material respects the consolidated financial position of the QELP Entities as of its date, and each of the consolidated statements of operations, cash flows and changes in unitholders’ equity included in or incorporated by reference into the QELP Reports (including any related notes and schedules) complied when filed as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto and fairly presents in all material respects the results of operations, cash flows or changes in unitholders’ equity, as the case may be, of the QELP Entities for the periods set forth therein (subject, in the case of unaudited statements, to (x) such exceptions as may be permitted by Form 10-Q of the SEC and (y) normal, recurring year-end audit adjustments which are not material in the aggregate), in each case in accordance with GAAP consistently applied during the periods involved, except as may be noted therein.

          (d) Except (i) as and to the extent set forth on the consolidated balance sheet of the QELP Entities included in the most recent QELP Report filed prior to the date of this Agreement that includes such a balance sheet, including all notes thereto, and (ii) for liabilities and obligations incurred since December 31, 2008 in the ordinary course of business consistent with past practice, the QELP Entities hav