THIS MANAGEMENT AGREEMENT (“Agreement”) is made and entered into as of December 18, 2007, (“Effective
Time”) by and between Hoactzin Partners, LP and/or Assigns (“Owner”) and Tengasco, Inc. (“Manager”).
WHEREAS, Owner holds certain oil and gas interests pursuant to the terms of that certain Purchase and Sale
Agreement between Owner and Capco Energy, Inc. and Capco Offshore, Inc., dated May 4, 2005, as amended from time to time
(the “Purchase and Sale Agreement”), and pursuant to assignments made thereunder;
WHEREAS, Owner desires to engage Manager to manage the oil and gas interests owned by it;
WHEREAS, Manager desires to manage such oil and gas interests of Owner; and
NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1. Manager’s Representations and Warranties . Manager represents and warrants to Owner that:
(a) Manager has full corporate power and authority to own its assets and to carry on its business as it is
now being conducted and to execute and deliver this Agreement and each of the Additional Instruments and to perform its
obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby.
(b) The execution, delivery and performance by Manager of this Agreement and the Additional
Instruments to which Manager is a party and the consummation by Manager of the transactions contemplated hereby and
thereby have been duly authorized by all requisite action of Manager.
(c) This Agreement has been duly and validly executed and delivered by Manager and constitutes the
legal, valid and binding obligations of Manager, enforceable against it in accordance with their respective terms.
(d) The execution and delivery by Manager of this Agreement, the performance by Manager of its
obligations hereunder and the consummation by M