Contribution Sample Contracts

Tesoro Logistics Lp Common Unit – Contribution, Conveyance and Assumption Agreement (November 12th, 2015)

This Contribution, Conveyance and Assumption Agreement (this "Agreement"), dated effective as of November 12, 2015 (the "Effective Date"), is by and among Tesoro Logistics LP, a Delaware limited partnership (the "Partnership"), Tesoro Logistics GP, LLC, a Delaware limited liability company and the general partner of the Partnership (the "General Partner"), Tesoro Logistics Operations LLC, a Delaware limited liability company (the "Operating Company"), Tesoro SoCal Pipeline Company LLC, a Delaware limited liability company ("TSPC"), Tesoro Corporation, a Delaware corporation ("Tesoro"), Tesoro Refining & Marketing Company LLC, a Delaware limited liability company ("TRMC"), and Carson Cogeneration Company, a Delaware corporation ("Carson Cogen"). The above-named entities are sometimes referred to in this Agreement individually as a "Party" and collectively as the "Parties."

Contribution, Conveyance and Assumption Agreement (November 12th, 2015)

This Contribution, Conveyance and Assumption Agreement (this "Agreement"), dated effective as of November 12, 2015 (the "Effective Date"), is by and among Tesoro Logistics LP, a Delaware limited partnership (the "Partnership"), Tesoro Logistics GP, LLC, a Delaware limited liability company and the general partner of the Partnership (the "General Partner"), Tesoro Logistics Operations LLC, a Delaware limited liability company (the "Operating Company"), Tesoro SoCal Pipeline Company LLC, a Delaware limited liability company ("TSPC"), Tesoro Corporation, a Delaware corporation ("Tesoro"), Tesoro Refining & Marketing Company LLC, a Delaware limited liability company ("TRMC"), and Carson Cogeneration Company, a Delaware corporation ("Carson Cogen"). The above-named entities are sometimes referred to in this Agreement individually as a "Party" and collectively as the "Parties."

Western Refining Logistics, LP – CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT by and Among WESTERN REFINING, INC., WESTERN REFINING SOUTHWEST, INC., WESTERN REFINING LOGISTICS GP, LLC and WESTERN REFINING LOGISTICS, LP Dated as of October 30, 2015 (November 2nd, 2015)

This Contribution, Conveyance and Assumption Agreement (this Agreement) is made and entered into as of October 30, 2015 by and among Western Refining, Inc., a Delaware corporation (Western), Western Refining Southwest, Inc., an Arizona corporation (WRSW), Western Refining Logistics, LP, a Delaware limited partnership (the Partnership), and Western Refining Logistics GP, LLC, a Delaware limited liability company and general partner of the Partnership (the General Partner). Western, WRSW, the General Partner and the Partnership are sometimes referred to in this Agreement individually as a Party and collectively as the Parties.

CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT by and Among WESTERN REFINING, INC., WESTERN REFINING SOUTHWEST, INC., WESTERN REFINING LOGISTICS GP, LLC and WESTERN REFINING LOGISTICS, LP Dated as of October 30, 2015 (November 2nd, 2015)

This Contribution, Conveyance and Assumption Agreement (this Agreement) is made and entered into as of October 30, 2015 by and among Western Refining, Inc., a Delaware corporation (Western), Western Refining Southwest, Inc., an Arizona corporation (WRSW), Western Refining Logistics, LP, a Delaware limited partnership (the Partnership), and Western Refining Logistics GP, LLC, a Delaware limited liability company and general partner of the Partnership (the General Partner). Western, WRSW, the General Partner and the Partnership are sometimes referred to in this Agreement individually as a Party and collectively as the Parties.

Hess Midstream Partners LP – Contribution, Conveyance and Assumption Agreement (September 21st, 2015)

This CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT, dated as of [ ], 2015 (this Agreement), is by and among HESS MIDSTREAM PARTNERS LP, a Delaware limited partnership (the Partnership), HESS MIDSTREAM PARTNERS GP LP, a Delaware limited partnership and the general partner of the Partnership (MLP GP LP), HESS MIDSTREAM PARTNERS GP LLC, a Delaware limited liability company and the general partner of MLP GP LP (MLP GP LLC), HESS CORPORATION, a Delaware corporation (Hess), HESS INFRASTRUCTURE PARTNERS LP, a Delaware limited partnership (HIP LP), HESS INFRASTRUCTURE PARTNERS GP LLC, a Delaware limited liability company and the general partner of HIP LP (HIP LLC), HESS INVESTMENTS NORTH DAKOTA LLC, a Delaware limited liability company (HINDL), HESS MIDSTREAM HOLDINGS LLC, a Delaware limited liability company (Midstream Holdings), HESS NORTH DAKOTA EXPORT LOGISTICS OPERATIONS LP, a Delaware limited partnership (Logistics Opco), HESS NORTH DAKOTA EXPORT LOGISTICS LLC, a Delaware

Antero Midstream Partners LP – CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT by and Among ANTERO RESOURCES CORPORATION, ANTERO MIDSTREAM PARTNERS LP and ANTERO TREATMENT LLC Dated as of September 17, 2015 (September 18th, 2015)

This Contribution, Conveyance and Assumption Agreement (this Agreement) is made and entered into as of September 17, 2015 by and among Antero Resources Corporation, a Delaware corporation (Antero), Antero Midstream Partners LP, a Delaware limited partnership (the Partnership), and Antero Treatment LLC, a Delaware limited liability company (Antero Treatment and, together with the Partnership, the Partnership Acquiring Entities). Antero, the Partnership and Antero Treatment are sometimes referred to in this Agreement individually as a Party and collectively as the Parties.

CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT by and Among ANTERO RESOURCES CORPORATION, ANTERO MIDSTREAM PARTNERS LP and ANTERO TREATMENT LLC Dated as of September 17, 2015 (September 18th, 2015)

This Contribution, Conveyance and Assumption Agreement (this Agreement) is made and entered into as of September 17, 2015 by and among Antero Resources Corporation, a Delaware corporation (Antero), Antero Midstream Partners LP, a Delaware limited partnership (the Partnership), and Antero Treatment LLC, a Delaware limited liability company (Antero Treatment and, together with the Partnership, the Partnership Acquiring Entities). Antero, the Partnership and Antero Treatment are sometimes referred to in this Agreement individually as a Party and collectively as the Parties.

Green Plains Partners LP – Contribution, Conveyance and Assumption Agreement (June 11th, 2015)

This CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT, dated as of [*], 2015 (this Agreement), is by and among GREEN PLAINS PARTNERS LP, a Delaware limited partnership (the Partnership), GREEN PLAINS HOLDINGS LLC, a Delaware limited liability company and the general partner of the Partnership (the General Partner), GREEN PLAINS INC., an Iowa corporation (Green Plains), GREEN PLAINS OPERATING COMPANY LLC, a Delaware limited liability company (Opco), GREEN PLAINS TRUCKING LLC, a Delaware limited liability company (Green Plains Trucking), and GREEN PLAINS OBION LLC, a Tennessee limited liability company (Obion LLC) (each, a Party and collectively, the Parties).

CNX Coal Resources LP – CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT by and Among CONSOL ENERGY INC., CNX COAL RESOURCES GP LLC, CNX COAL RESOURCES LP and CNX OPERATING LLC Dated as Of (June 10th, 2015)

This CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT, dated as of [*], 2015 (as may be amended, supplemented or restated from time to time, this Agreement), is by and among CONSOL Energy Inc., a Delaware corporation (CONSOL), CNX Coal Resources GP LLC, a Delaware limited liability company (the General Partner), CNX Coal Resources LP, a Delaware limited partnership (the Partnership), and CNX Operating LLC, a Delaware limited liability company (the Operating Company) (each, a Party and, collectively, the Parties).

PennTex Midstream Partners, LP – Contribution, Conveyance and Assumption Agreement (June 9th, 2015)

This Contribution, Conveyance and Assumption Agreement, dated as of June 9, 2015 (as amended or supplemented from time to time, this Agreement), is by and among PennTex Midstream Partners, LP, a Delaware limited partnership (the Partnership), PennTex Midstream Partners, LLC, a Delaware limited liability company (PennTex Development), PennTex North Louisiana, LLC, a Delaware limited liability company (PennTex Operating), PennTex NLA Holdings, LLC, a Delaware limited liability company (NLA Holdings), MRD WHR LA Midstream LLC, a Delaware limited liability company (MRD WHR), and PennTex Midstream Operating, LLC, a Delaware limited liability company (Midstream Operating). The above-named entities are sometimes referred to in this Agreement each as a Party and collectively as the Parties. Capitalized terms used herein shall have the meanings assigned to such terms in Article I.

Exterran Holdings – CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT Among EXTERRAN HOLDINGS, INC. EXTERRAN ENERGY SOLUTIONS, L.P. EES LEASING LLC EXH GP LP LLC EXTERRAN GP LLC EXH MLP LP LLC EXTERRAN GENERAL PARTNER, L.P. EXLP OPERATING LLC EXLP LEASING LLC and EXTERRAN PARTNERS, L.P. Dated as of April 17, 2015 (April 20th, 2015)

This Contribution, Conveyance and Assumption Agreement (this Agreement) is made and entered into as of April 17, 2015 (the Closing Date) by and among Exterran Holdings, Inc., a Delaware corporation (EXH), Exterran Energy Solutions, L.P., a Delaware limited partnership (EESLP), EES Leasing LLC, a Delaware limited liability company (EES Leasing), EXH GP LP LLC, a Delaware limited liability company (LP LLC), Exterran GP LLC, a Delaware limited liability company (GP LLC), EXH MLP LP LLC, a Delaware limited liability company (MLP LP LLC), Exterran General Partner, L.P., a Delaware limited partnership (GP), EXLP Operating LLC, a Delaware limited liability company (EXLP Operating), EXLP Leasing LLC, a Delaware limited liability company (EXLP Leasing), and Exterran Partners, L.P., a Delaware limited partnership (EXLP).

Archrock Partners, L.P. – CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT Among EXTERRAN HOLDINGS, INC. EXTERRAN ENERGY SOLUTIONS, L.P. EES LEASING LLC EXH GP LP LLC EXTERRAN GP LLC EXH MLP LP LLC EXTERRAN GENERAL PARTNER, L.P. EXLP OPERATING LLC EXLP LEASING LLC and EXTERRAN PARTNERS, L.P. Dated as of April 17, 2015 (April 20th, 2015)

This Contribution, Conveyance and Assumption Agreement (this Agreement) is made and entered into as of April 17, 2015 (the Closing Date) by and among Exterran Holdings, Inc., a Delaware corporation (EXH), Exterran Energy Solutions, L.P., a Delaware limited partnership (EESLP), EES Leasing LLC, a Delaware limited liability company (EES Leasing), EXH GP LP LLC, a Delaware limited liability company (LP LLC), Exterran GP LLC, a Delaware limited liability company (GP LLC), EXH MLP LP LLC, a Delaware limited liability company (MLP LP LLC), Exterran General Partner, L.P., a Delaware limited partnership (GP), EXLP Operating LLC, a Delaware limited liability company (EXLP Operating), EXLP Leasing LLC, a Delaware limited liability company (EXLP Leasing), and Exterran Partners, L.P., a Delaware limited partnership (EXLP).

PennTex Midstream Partners, LP – Contribution, Conveyance and Assumption Agreement (April 16th, 2015)

This Contribution, Conveyance and Assumption Agreement, dated as of [], 2015 (as amended or supplemented from time to time, this Agreement), is by and among PennTex Midstream Partners, LP, a Delaware limited partnership (the Partnership), PennTex Midstream Partners, LLC, a Delaware limited liability company (PennTex Development), PennTex North Louisiana, LLC, a Delaware limited liability company (PennTex Operating), PennTex NLA Holdings, LLC, a Delaware limited liability company (NLA Holdings), MRD WHR LA Midstream LLC, a Delaware limited liability company (MRD WHR), and PennTex Midstream Operating, LLC, a Delaware limited liability company (Midstream Operating). The above-named entities are sometimes referred to in this Agreement each as a Party and collectively as the Parties. Capitalized terms used herein shall have the meanings assigned to such terms in Article I.

Crosstex Energy, L.P. – CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT by and Between DEVON GAS SERVICES, L.P. And ENLINK MIDSTREAM PARTNERS, LP, Dated as of March 23, 2015 (March 24th, 2015)

This Contribution, Conveyance and Assumption Agreement (this Agreement) is made and entered into as of March 23, 2015, by and between Devon Gas Services, L.P., a Texas limited partnership (the Contributor), and EnLink Midstream Partners, LP, a Delaware limited partnership (the Acquirer). Each party to this Agreement is sometimes referred to in this Agreement individually as a Party and collectively as the Parties. Capitalized terms used herein and not defined have the respective meanings set forth in Article I.

PES Logistics Partners LP – Contribution, Conveyance and Assumption Agreement (February 25th, 2015)

This Contribution, Conveyance and Assumption Agreement, dated as of January 1, 2015 (this Agreement), is entered into by and between PES Holdings, LLC, a Delaware limited liability company (Holdings), and North Yard Logistics, L.P., a Delaware limited partnership (North Yard). The above-named entities are sometimes referred to in this Agreement individually as a Party and collectively as the Parties.

Phillips 66 Partners Lp – Contribution, Conveyance and Assumption Agreement (February 17th, 2015)

This Contribution, Conveyance and Assumption Agreement (this Agreement) is made and entered into as of February 13, 2015 by and among Phillips 66 Company, a Delaware corporation (P66 Company), Phillips 66 Pipeline LLC (Pipeline and, together with P66 Company, the Contributing Parties), Phillips 66 Partners GP LLC, a Delaware limited liability company (the General Partner), and Phillips 66 Partners LP, a Delaware limited partnership (the Partnership). P66 Company, Pipeline, the General Partner and the Partnership are sometimes referred to in this Agreement individually as a Party and collectively as the Parties.

Columbia Pipeline Partners LP – Contribution, Conveyance and Assumption Agreement (February 11th, 2015)

This Contribution, Conveyance and Assumption Agreement, dated as of February 11, 2015 (this Agreement), is by and among NiSource Inc., a Delaware corporation (NiSource), NiSource Finance Corp., an Indiana corporation (NiSource Finance), Columbia Pipeline Group, Inc., a Delaware corporation (HoldCo), Columbia Energy Group, a Delaware corporation (CEG), Columbia Gas Transmission, LLC, a Delaware limited liability company (Columbia Gas Transmission), Columbia Gulf Transmission, LLC, a Delaware limited liability company (Columbia Gulf), Columbia Hardy Holdings, LLC, a Delaware limited liability company (Hardy Storage HoldCo), Columbia Hardy Corporation, a Delaware corporation (Columbia Hardy), Columbia Midstream & Minerals Group, LLC, a Delaware limited liability company (Columbia Midstream & Minerals Group), Columbia Midstream Group, LLC, a Delaware limited liability company (Columbia Midstream Group), Columbia Pipeline Partners LP, a Delaware limited partnership (the Partnership), CPP GP

PennTex Midstream Partners, LP – Contribution, Conveyance and Assumption Agreement (December 16th, 2014)

This Contribution, Conveyance and Assumption Agreement, dated as of [], 2015 (as amended or supplemented from time to time, this Agreement), is by and among PennTex Midstream Partners, LP, a Delaware limited partnership (the Partnership), PennTex Midstream Partners, LLC, a Delaware limited liability company (PennTex Development), PennTex North Louisiana, LLC, a Delaware limited liability company (PennTex JV), and PennTex Midstream Operating, LLC, a Delaware limited liability company (Midstream Operating). The above-named entities are sometimes referred to in this Agreement each as a Party and collectively as the Parties. Capitalized terms used herein shall have the meanings assigned to such terms in Article I.

Contribution, Conveyance and Assumption Agreement (November 26th, 2014)

This CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT, dated as of November 19, 2014 (this Agreement), is by and among LANDMARK INFRASTRUCTURE PARTNERS LP, a Delaware limited partnership (the Partnership), LANDMARK INFRASTRUCTURE PARTNERS GP LLC, a Delaware limited liability company and the general partner of the Partnership (the General Partner), LANDMARK INFRASTRUCTURE OPERATING COMPANY LLC, a Delaware limited liability company (OPCO), LANDMARK INFRASTRUCTURE ASSET OPCO LLC, a Delaware limited liability company (Blocker), LANDMARK DIVIDEND LLC, a Delaware limited liability company (Landmark), LANDMARK DIVIDEND GROWTH FUND A LLC, a Delaware limited liability company (Fund A) and LANDMARK DIVIDEND GROWTH FUND D LLC, a Delaware limited liability company (Fund D) (each, a Party and collectively, the Parties).

Alon USA – CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT by and Among ALON USA ENERGY, INC., ALON ASSETS, INC. And ALON USA PARTNERS, LP Dated as of November 11, 2014 (November 12th, 2014)

This Contribution, Conveyance and Assumption Agreement (this Agreement) is made and entered into as of November 11, 2014 by and among Alon USA Energy, Inc., a Delaware corporation (ALJ), Alon Assets, Inc., a Delaware corporation (Alon Assets), Alon USA Partners, LP, a Delaware limited partnership (the Partnership), and Alon USA Partners GP, LLC, a Delaware limited liability company and general partner of the Partnership (the General Partner). ALJ, Alon Assets, the Partnership, and the General Partner are sometimes referred to in this Agreement individually as a Party and collectively as the Parties.

Alon USA Partners Lp – CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT by and Among ALON USA ENERGY, INC., ALON ASSETS, INC. And ALON USA PARTNERS, LP Dated as of November 11, 2014 (November 12th, 2014)

This Contribution, Conveyance and Assumption Agreement (this Agreement) is made and entered into as of November 11, 2014 by and among Alon USA Energy, Inc., a Delaware corporation (ALJ), Alon Assets, Inc., a Delaware corporation (Alon Assets), Alon USA Partners, LP, a Delaware limited partnership (the Partnership), and Alon USA Partners GP, LLC, a Delaware limited liability company and general partner of the Partnership (the General Partner). ALJ, Alon Assets, the Partnership, and the General Partner are sometimes referred to in this Agreement individually as a Party and collectively as the Parties.

Shell Midstream Partners, L.P. – Contribution, Assignment and Assumption Agreement (November 3rd, 2014)

This CONTRIBUTION, ASSIGNMENT AND ASSUMPTION AGREEMENT, dated and effective as of November 3, 2014 (this Agreement), is by and among Shell Pipeline Company LP, a Delaware limited partnership (the SPLC), Shell Midstream Partners GP LLC, a Delaware limited liability company and the general partner (the General Partner) of Shell Midstream Partners, L.P., a Delaware limited partnership (SHLX), SHLX, Shell Midstream LP Holdings LLC, a Delaware limited liability company (LP Holdco), Shell Midstream Operating LLC, a Delaware limited liability company (the OpCo LLC), and Zydeco Pipeline Company LLC, a Delaware limited liability company (Zydeco).

Phillips 66 Partners Lp – CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT by and Among PHILLIPS 66 COMPANY PHILLIPS 66 PARTNERS GP LLC PHILLIPS 66 PIPELINE LLC and PHILLIPS 66 PARTNERS LP Dated as of October 22, 2014 (October 27th, 2014)
Shell Midstream Partners, L.P. – Contribution, Assignment and Assumption Agreement (October 8th, 2014)

This CONTRIBUTION, ASSIGNMENT AND ASSUMPTION AGREEMENT, dated and effective as of [ ], 2014 (this Agreement), is by and among Shell Pipeline Company LP, a Delaware limited partnership (the SPLC), Shell Midstream Partners GP LLC, a Delaware limited liability company and the general partner (the General Partner) of Shell Midstream Partners, L.P., a Delaware limited partnership (SHLX), SHLX, Shell Midstream LP Holdings LLC, a Delaware limited liability company (LP Holdco), Shell Midstream Operating LLC, a Delaware limited liability company (the OpCo LLC), and Zydeco Pipeline Company LLC, a Delaware limited liability company (Zydeco).

CONE Midstream Partners LP – CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT by and Among CONSOL ENERGY INC. NOBLE ENERGY, INC. CONE GATHERING LLC CONE MIDSTREAM GP LLC CONE MIDSTREAM PARTNERS LP and CONE MIDSTREAM OPERATING COMPANY LLC Dated as of SEPTEMBER 30, 2014 (October 3rd, 2014)

This CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT, dated as of September 30, 2014 (as may be amended, supplemented or restated from time to time, this Agreement), is by and among CONSOL ENERGY INC., a Delaware corporation (CONSOL), NOBLE ENERGY, INC., a Delaware corporation (Noble), CONE GATHERING LLC, a Delaware limited liability company (CONE Gathering), CONE MIDSTREAM GP LLC, a Delaware limited liability company (the General Partner), CONE MIDSTREAM PARTNERS LP, a Delaware limited partnership (the Partnership), and CONE MIDSTREAM OPERATING COMPANY LLC, a Delaware limited liability company (the Operating Company) (each, a Party and, collectively, the Parties).

Western Refining Logistics, LP – Contribution, Conveyance and Assumption Agreement (October 1st, 2014)

This Contribution, Conveyance and Assumption Agreement (this Agreement) is made and entered into as of September 25, 2014 by and among Western Refining, Inc., a Delaware corporation (Western), Western Refining Southwest, Inc., an Arizona corporation (WRSW), Western Refining Logistics, LP, a Delaware limited partnership (the Partnership), and Western Refining Logistics GP, LLC, a Delaware limited liability company and general partner of the Partnership (the General Partner). Western, the General Partner and the Partnership are sometimes referred to in this Agreement individually as a Party and collectively as the Parties.

Contribution, Conveyance and Assumption Agreement (October 1st, 2014)

This Contribution, Conveyance and Assumption Agreement (this Agreement) is made and entered into as of September 25, 2014 by and among Western Refining, Inc., a Delaware corporation (Western), Western Refining Southwest, Inc., an Arizona corporation (WRSW), Western Refining Logistics, LP, a Delaware limited partnership (the Partnership), and Western Refining Logistics GP, LLC, a Delaware limited liability company and general partner of the Partnership (the General Partner). Western, the General Partner and the Partnership are sometimes referred to in this Agreement individually as a Party and collectively as the Parties.

CONE Midstream Partners LP – Contribution, Conveyance and Assumption Agreement (August 25th, 2014)

This CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT, dated as of [], 2014 (as may be amended, supplemented or restated from time to time, this Agreement), is by and between CONE GATHERING LLC, a Delaware limited liability company (CONE Gathering), CONE MIDSTREAM GP LLC, a Delaware limited liability company (the General Partner), CONE MIDSTREAM PARTNERS LP, a Delaware limited partnership (the Partnership), and CONE MIDSTREAM OPERATING COMPANY LLC, a Delaware limited liability company (the Operating Company) (each, a Party and, collectively, the Parties).

Transocean Partners LLC – Contribution, Conveyance and Assumption Agreement (August 5th, 2014)

This CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT, dated as of July 29, 2014 (this Agreement), is by and between TRANSOCEAN PARTNERS HOLDINGS LIMITED, a Cayman Islands exempted company (TPHL), and TRANSOCEAN PARTNERS LLC, a Marshall Islands limited liability company (the Company) (each, a Party and collectively, the Parties).

Transocean Partners LLC – Contribution, Conveyance and Assumption Agreement (July 18th, 2014)

This CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT, dated as of [], 2014 (this Agreement), is by and between TRANSOCEAN PARTNERS HOLDINGS LIMITED, a Cayman Islands exempted company (TPHL), and TRANSOCEAN PARTNERS LLC, a Marshall Islands limited liability company (the Company) (each, a Party and collectively, the Parties).

Pfenex Inc. – Contribution, Assignment and Assumption Agreement (June 5th, 2014)

THIS CONTRIBUTION, ASSIGNMENT AND ASSUMPTION AGREEMENT (this Agreement) is effective as of this 30th day of November 2009 (the Effective Date) by and among The Dow Chemical Company, a Delaware corporation (TDCC), Dow Global Technologies Inc., a Delaware corporation (DGTI) and Pfenex Inc., a Delaware corporation (the Company). TDCC, DGTI and the Company are sometimes referred to herein individually as a Party and collectively as the Parties. TDCC and DGTI are sometimes referred to herein as Dow.

Phillips 66 Partners Lp – CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT by and Among PHILLIPS 66 COMPANY PHILLIPS 66 PARTNERS GP LLC and PHILLIPS 66 PARTNERS LP Dated as of February 13, 2014 (February 13th, 2014)

This Contribution, Conveyance and Assumption Agreement (this "Agreement") is made and entered into as of February 13, 2014 by and among Phillips 66 Company, a Delaware corporation ("P66 Company"), Phillips 66 Partners GP LLC, a Delaware limited liability company (the "General Partner"), and Phillips 66 Partners LP, a Delaware limited partnership (the "Partnership"). P66 Company, the General Partner and the Partnership are sometimes referred to in this Agreement individually as a "Party" and collectively as the "Parties."

Cypress Energy Partners, L.P. – CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT by and Among CYPRESS ENERGY HOLDINGS, LLC CYPRESS ENERGY HOLDINGS II, LLC CYPRESS ENERGY PARTNERS, LLC CYPRESS ENERGY PARTNERS, L.P. CYPRESS ENERGY PARTNERS GP, LLC CYPRESS ENERGY PARTNERS - SBG, LLC CYPRESS ENERGY PARTNERS - TIR, LLC TULSA INSPECTION RESOURCES, LLC AND Dated as of January 21, 2014 CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT (January 27th, 2014)

This Contribution, Conveyance and Assumption Agreement, dated as of January 21, 2014 (this "Agreement"), is by and among Cypress Energy Holdings, LLC, a Delaware limited liability company ("Holdings"), Cypress Energy Holdings II, LLC, a Delaware limited liability company ("Holdings II"), Cypress Energy Partners, LLC, a Delaware limited liability company (the "OLLC"), Cypress Energy Partners, L.P., a Delaware limited partnership (the "Partnership"), Cypress Energy Partners GP, LLC, a Delaware limited liability company (the "General Partner"), Cypress Energy Partners - SBG, LLC, a Delaware limited liability company ("CEP SBG"), Cypress Energy Partners - TIR, LLC, a Delaware limited liability company ("CEP-TIR"), Tulsa Inspection Resources, LLC, a Delaware limited liability company ("TIR"), Mr. Charles C. Stephenson, Jr., Ms. Cynthia Field, Mr. G. Les Austin and Mr. Richard Carson. The above-named entities and individuals are sometimes referred to in this Agreement each as a "Party" and c

Cypress Energy Partners, L.P. – CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT by and Among CYPRESS ENERGY HOLDINGS, LLC CYPRESS ENERGY HOLDINGS II, LLC CYPRESS ENERGY PARTNERS, LLC CYPRESS ENERGY PARTNERS, L.P. CYPRESS ENERGY PARTNERS GP, LLC CYPRESS ENERGY PARTNERS - SBG, LLC CYPRESS ENERGY PARTNERS - TIR, LLC TULSA INSPECTION RESOURCES, LLC AND Dated as of January , 2014 CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT (December 23rd, 2013)

This Contribution, Conveyance and Assumption Agreement, dated as of January , 2014 (this "Agreement"), is by and among Cypress Energy Holdings, LLC, a Delaware limited liability company ("Holdings"), Cypress Energy Holdings II, LLC, a Delaware limited liability company ("Holdings II"), Cypress Energy Partners, LLC, a Delaware limited liability company (the "OLLC"), Cypress Energy Partners, L.P., a Delaware limited partnership (the "Partnership"), Cypress Energy Partners GP, LLC, a Delaware limited liability company (the "General Partner"), Cypress Energy Partners - SBG, LLC, a Delaware limited liability company ("CEP SBG"), Cypress Energy Partners - TIR, LLC, a Delaware limited liability company ("CEP-TIR"), Tulsa Inspection Resources, LLC, a Delaware limited liability company ("TIR"), Mr. Charles C. Stephenson, Jr., Ms. Cynthia Field, Mr. G. Les Austin and Mr. Richard Carson. The above-named entities and individuals are sometimes referred to in this Agreement each as a "Party" and col

Valero Energy Partners Lp – Contribution, Conveyance and Assumption Agreement (December 20th, 2013)

This CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT, dated as of December 16, 2013 (this Agreement), is by and among VALERO ENERGY PARTNERS LP, a Delaware limited partnership (the Partnership), VALERO ENERGY PARTNERS GP LLC, a Delaware limited liability company and the general partner of the Partnership (the General Partner), VALERO PARTNERS OPERATING CO. LLC, a Delaware limited liability company and wholly owned subsidiary of the Partnership (OLLC), VALERO ENERGY CORPORATION, a Delaware corporation (Valero), VALERO TERMINALING AND DISTRIBUTION COMPANY, a Delaware corporation (VTDC), THE PREMCOR PIPELINE CO., a Delaware corporation (Premcor Pipeline), THE PREMCOR REFINING GROUP INC., a Delaware corporation (Premcor Refining), and VALERO REFINING COMPANY-TENNESSEE, L.L.C., a Delaware limited liability company (VRCT) (each, a Party and collectively, the Parties).