Contribution And Sale Agreement Sample Contracts

EQT GP Holdings, LP – CONTRIBUTION AND SALE AGREEMENT by and Among EQT CORPORATION, RICE MIDSTREAM HOLDINGS LLC, EQT MIDSTREAM PARTNERS, LP and EQM GATHERING HOLDINGS, LLC Dated as of April 25, 2018 (April 26th, 2018)

THIS CONTRIBUTION AND SALE AGREEMENT, dated as of April 25, 2018 (this Agreement), but, with respect to each Contribution, effective as of 12:01 a.m. on the applicable Effective Date, is made by and among EQT Corporation, a Pennsylvania corporation (EQT Corporation), Rice Midstream Holdings LLC, a Delaware limited liability company (Rice Midstream), EQT Midstream Partners, LP, a Delaware limited partnership (EQM), and EQM Gathering Holdings, LLC, a Delaware limited liability company and a wholly owned Subsidiary of EQM (EQM Gathering).

CONTRIBUTION AND SALE AGREEMENT by and Among EQT CORPORATION, RICE MIDSTREAM HOLDINGS LLC, EQT MIDSTREAM PARTNERS, LP and EQM GATHERING HOLDINGS, LLC Dated as of April 25, 2018 (April 26th, 2018)

THIS CONTRIBUTION AND SALE AGREEMENT, dated as of April 25, 2018 (this Agreement), but, with respect to each Contribution, effective as of 12:01 a.m. on the applicable Effective Date, is made by and among EQT Corporation, a Pennsylvania corporation (EQT Corporation), Rice Midstream Holdings LLC, a Delaware limited liability company (Rice Midstream), EQT Midstream Partners, LP, a Delaware limited partnership (EQM), and EQM Gathering Holdings, LLC, a Delaware limited liability company and a wholly owned Subsidiary of EQM (EQM Gathering).

Eqt Midstream Partners Lp – CONTRIBUTION AND SALE AGREEMENT by and Among EQT CORPORATION, RICE MIDSTREAM HOLDINGS LLC, EQT MIDSTREAM PARTNERS, LP and EQM GATHERING HOLDINGS, LLC Dated as of April 25, 2018 (April 26th, 2018)

THIS CONTRIBUTION AND SALE AGREEMENT, dated as of April 25, 2018 (this Agreement), but, with respect to each Contribution, effective as of 12:01 a.m. on the applicable Effective Date, is made by and among EQT Corporation, a Pennsylvania corporation (EQT Corporation), Rice Midstream Holdings LLC, a Delaware limited liability company (Rice Midstream), EQT Midstream Partners, LP, a Delaware limited partnership (EQM), and EQM Gathering Holdings, LLC, a Delaware limited liability company and a wholly owned Subsidiary of EQM (EQM Gathering).

Global Medical REIT Inc. – Contribution and Sale Agreement (March 7th, 2018)

This CONTRIBUTION AND SALE AGREEMENT (this "Agreement") is entered into effective as of the 6th day of March, 2018 (the "Effective Date"), by and between Minnite Family, LLC, a West Virginia limited liability company, Belpre I, LLC, a West Virginia limited liability company, Belpre II, LLC, a West Virginia limited liability company, Belpre III, LLC, a West Virginia limited liability company, and Belpre IV, LLC, a West Virginia limited liability company, (hereinafter collectively "Seller"), GMR Belpre, LLC, a Delaware limited liability company ("Buyer") and Minnite Family, LLC, a West Virginia limited liability company, as OP Unit Holder (as defined below). First American Title Insurance Company ("Escrow Agent") joins in this Agreement for the limited purposes set forth herein.

Third Amendment to Receivables Contribution and Sale Agreement (November 8th, 2017)

THIS THIRD AMENDMENT TO RECEIVABLES CONTRIBUTION AND SALE AGREEMENT, dated as of October 31, 2017 (the Amendment) is entered into among JARDEN RECEIVABLES, LLC (Jarden Receivables or the Borrower), the Originators party hereto (the Originators), NEWELL BRANDS INC., as Servicer (the Servicer), PNC BANK, NATIONAL ASSOCIATION (PNC), as Administrative Agent (in such capacity, the Administrative Agent) and as a Managing Agent, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Issuing Lender (the Issuing Lender) and each Managing Agent party hereto. Capitalized terms used herein shall have the meanings specified in the Sale Agreement (as defined below).

Bluerock Residential Growth REIT, Inc. – Contribution and Sale Agreement (August 4th, 2017)

Page Article I CONTRIBUTION AND SALE Section 1.01 CONTRIBUTION AND SALE. 5 Section 1.02 INTENDED TAX TREATMENT 6 Article II CLOSING Section 2.01 CLOSING AND PLACE 6 Section 2.02 CONDITIONS PRECEDENT 6 Section 2.03 COSTS 10 Article III REPRESENTATIONS AND WARRANTIES Section 3.01 REPRESENTATIONS AND WARRANTIES OF THE CONTRIBUTORS 10 Section 3.02 REPRESENTATIONS AND WARRANTIES OF THE CONTRIBUTORS AND BRG MANAGER 13 Section 3.03 REPRESENTATIONS AND WARRANTIES OF THE REIT AND THE OP 22 Article IV COVENANTS Section 4.01 CONDUCT OF BUSINESS PRIOR TO CLOSING 25 Section 4.02 ACCESS TO INFORMATION; LITIGATION SUPPORT 27 Section 4.03 CONSENTS AND APPROVALS 28 Section 4.04 PROXY

Five Point Holdings, LLC – SECOND AMENDED AND RESTATED CONTRIBUTION AND SALE AGREEMENT Dated as of July 2, 2015 Amended and Restated as of May 2, 2016 (April 7th, 2017)

THIS SECOND AMENDED AND RESTATED CONTRIBUTION AND SALE AGREEMENT (including all exhibits and schedules, this Agreement) is dated as of July 2, 2015, and amended and restated as of May 2, 2016, by and among FIVE POINT HOLDINGS, INC., a Delaware corporation (FPH), NEWHALL HOLDING COMPANY, LLC, a Delaware limited liability company (the Company or Newhall Holding), NEWHALL INTERMEDIARY HOLDING COMPANY, LLC, a Delaware limited liability company (the Operating Company), NEWHALL LAND DEVELOPMENT, LLC, a Delaware limited liability company (Newhall Land), THE SHIPYARD COMMUNITIES, LLC, a Delaware limited liability company (the Hunters Point Venture), UST LENNAR HW SCALA SF JOINT VENTURE, a Delaware general partnership (UST Lennar), HPSCP OPPORTUNITIES, L.P., a Delaware limited partnership (Castlelake HP), HERITAGE FIELDS LLC, a Delaware limited liability company (the El Toro Venture), LENFIVE, LLC, a Delaware limited liability company (LenFive), MSD HERITAGE FIELDS, LLC, a Delaware limited liab

SECOND AMENDED AND RESTATED CONTRIBUTION AND SALE AGREEMENT Dated as of July 2, 2015 Amended and Restated as of May 2, 2016 (May 4th, 2016)

THIS SECOND AMENDED AND RESTATED CONTRIBUTION AND SALE AGREEMENT (including all exhibits and schedules, this "Agreement") is dated as of July 2, 2015, and amended and restated as of May 2, 2016, by and among FIVE POINT HOLDINGS, INC., a Delaware corporation ("FPH"), NEWHALL HOLDING COMPANY, LLC, a Delaware limited liability company (the "Company" or "Newhall Holding"), NEWHALL INTERMEDIARY HOLDING COMPANY, LLC, a Delaware limited liability company (the "Operating Company"), NEWHALL LAND DEVELOPMENT, LLC, a Delaware limited liability company ("Newhall Land"), THE SHIPYARD COMMUNITIES, LLC, a Delaware limited liability company (the "Hunters Point Venture"), UST LENNAR HW SCALA SF JOINT VENTURE, a Delaware general partnership ("UST Lennar"), HPSCP OPPORTUNITIES, L.P., a Delaware limited partnership ("Castlelake HP"), HERITAGE FIELDS LLC, a Delaware limited liability company (the "El Toro Venture"), LENFIVE, LLC, a Delaware limited liability company ("LenFive"), MSD HERITAGE FIELDS, LLC, a

AMENDED AND RESTATED CONTRIBUTION AND SALE AGREEMENT Dated as of July 2, 2015 Amended and Restated as of December 17, 2015 (December 21st, 2015)

THIS AMENDED AND RESTATED CONTRIBUTION AND SALE AGREEMENT (including all exhibits and schedules, this Agreement) is dated as of July 2, 2015, and amended and restated as of December 17, 2015, by and among FIVE POINT HOLDINGS, INC., a Delaware corporation (FPH), NEWHALL HOLDING COMPANY, LLC, a Delaware limited liability company (the Company or Newhall Holding), NEWHALL INTERMEDIARY HOLDING COMPANY, LLC, a Delaware limited liability company (the Operating Company), NEWHALL LAND DEVELOPMENT, LLC, a Delaware limited liability company (Newhall Land), THE SHIPYARD COMMUNITIES, LLC, a Delaware limited liability company (the Hunters Point Venture), UST LENNAR HW SCALA SF JOINT VENTURE, a Delaware general partnership (UST Lennar), HPSCP OPPORTUNITIES, L.P., a Delaware limited partnership (Castlelake HP), HERITAGE FIELDS LLC, a Delaware limited liability company (the El Toro Venture), LENNAR HERITAGE FIELDS, LLC, a California limited liability company (Lennar HF), MSD HERITAGE FIELDS, LLC, a Del

Hannon Armstrong Sustainable In – CONTRIBUTION AND SALE AGREEMENT by and Between HASI SYB TRUST 2015-1 as Purchaser and HA LAND LEASE HOLDINGS LLC as Seller Dated as of September 30, 2015 (November 5th, 2015)

This CONTRIBUTION AND SALE AGREEMENT, dated as of September 30, 2015, is entered into by and between HASI SYB TRUST 2015-1, a Delaware statutory trust (the Purchaser or Issuer), and HA LAND LEASE HOLDINGS LLC, a Delaware limited liability company (together with its successors in interest to the extent permitted hereunder, the Seller).

CONTRIBUTION AND SALE AGREEMENT by and Among FIVE POINT HOLDINGS, INC. NEWHALL HOLDING COMPANY, LLC NEWHALL INTERMEDIARY HOLDING COMPANY, LLC NEWHALL LAND DEVELOPMENT, LLC THE SHIPYARD COMMUNITIES, LLC UST LENNAR HW SCALA SF JOINT VENTURE HPSCP OPPORTUNITIES, L.P. HERITAGE FIELDS LLC LENNAR HERITAGE FIELDS, LLC MSD HERITAGE FIELDS, LLC FPC-HF VENTURE I, LLC HERITAGE FIELDS CAPITAL CO- INVESTOR MEMBER LLC LNR HF II, LLC FIVE POINT COMMUNITIES MANAGEMENT, INC. FIVE POINT COMMUNITIES, LP LENNAR HOMES OF CALIFORNIA, INC. And EMILE HADDAD Dated as of July 2, 2015 (July 7th, 2015)

THIS CONTRIBUTION AND SALE AGREEMENT (including all exhibits and schedules, this Agreement) is made and entered into as of July 2, 2015, by and among FIVE POINT HOLDINGS, INC., a Delaware corporation (the Company), NEWHALL HOLDING COMPANY, LLC., a Delaware limited liability company (Newhall Holding), NEWHALL INTERMEDIARY HOLDING COMPANY, LLC, a Delaware limited liability company (the Operating Company), NEWHALL LAND DEVELOPMENT, LLC, a Delaware limited liability company (Newhall Land), THE SHIPYARD COMMUNITIES, LLC, a Delaware limited liability company (the Hunters Point Venture), UST LENNAR HW SCALA SF JOINT VENTURE, a Delaware general partnership (UST Lennar), HPSCP OPPORTUNITIES, L.P., a Delaware limited partnership (Castlelake HP), HERITAGE FIELDS LLC, a Delaware limited liability company (the El Toro Venture), LENNAR HERITAGE FIELDS, LLC, a California limited liability company (Lennar HF), MSD HERITAGE FIELDS, LLC, a Delaware limited liability company (MSD), FPC-HF VENTURE I, LLC,

Empire Petroleum Partners, LP – Amendment No. 1 to Contribution and Sale Agreement (June 17th, 2015)

THIS AMENDMENT NO. 1 TO CONTRIBUTION AND SALE AGREEMENT (this Amendment) is made as of the 12th day of January, 2015, by and among each of the parties to the Contribution and Sale Agreement, dated as of November 26, 2014 (as amended, the Contribution Agreement), by and among Empire Petroleum Partners, LLC, a Delaware limited liability company (EPP), Atlas Oil Company, a Michigan corporation (Atlas), B&R Oil Company, Inc., an Indiana corporation (B&R), Fast Track Ventures, LLC, a Michigan limited liability company (FT Ventures) and Atlas EPP Holdings, Inc., a Michigan corporation (AE Holdings and together with FT Ventures, B&R and Atlas, collectively, Company). Any capitalized term used but not otherwise defined in this Amendment shall have the meaning given to such term in the Contribution Agreement.

Empire Petroleum Partners, LP – Contribution and Sale Agreement (June 17th, 2015)

THIS CONTRIBUTION AND SALE AGREEMENT (this Agreement), dated as of November 26, 2014 (the Effective Date), is made by and among EMPIRE PETROLEUM PARTNERS, LLC, a Delaware limited liability company (EPP), ATLAS OIL COMPANY, a Michigan corporation (Atlas), B&R OIL COMPANY, INC., an Indiana corporation (B&R), Fast Track Ventures, LLC, a Michigan limited liability company (FT Ventures) and ATLAS EPP HOLDINGS, INC., a Michigan corporation (AE Holdings and together with FT Ventures, B&R and Atlas, collectively, Company). Capitalized terms used in this Agreement but not defined in the body hereof shall have the meanings ascribed to them in Article X.

Eqt Midstream Partners Lp – CONTRIBUTION AND SALE AGREEMENT by and Among EQT GATHERING, LLC, EQT ENERGY SUPPLY HOLDINGS, LP, EQT ENERGY, LLC, EQT MIDSTREAM PARTNERS, LP, EQT MIDSTREAM SERVICES, LLC, EQM GATHERING OPCO, LLC and EQT CORPORATION Dated as of March 10, 2015 (March 10th, 2015)

THIS CONTRIBUTION AND SALE AGREEMENT, dated as of March 10, 2015 (this Agreement), is by and among EQT Gathering, LLC, a Delaware limited liability company (EQT Gathering), EQT Energy Supply Holdings, LP, a Delaware limited partnership (EESH), EQT Energy, LLC, a Delaware limited liability company (EQT Energy), EQT Midstream Partners, LP, a Delaware limited partnership (EQM), EQT Midstream Services, LLC, a Delaware limited liability company and the general partner of EQM (EQM GP), EQM Gathering Opco, LLC, a Delaware limited liability company and an indirect wholly owned subsidiary of EQM (EQM Gathering Opco), and, solely for the purposes of Section 9.4 of this Agreement, EQT Corporation, a Pennsylvania corporation (Parent).

BA Credit Card Funding, LLC – Second Amended and Restated Receivables Contribution and Sale Agreement (October 1st, 2014)

SECOND AMENDED AND RESTATED RECEIVABLES CONTRIBUTION AND SALE AGREEMENT, dated as of October 1, 2014, by and between BANK OF AMERICA, NATIONAL ASSOCIATION, a national banking association (together with its permitted successors and assigns, "BANA"), and BANC OF AMERICA CONSUMER CARD SERVICES, LLC, a North Carolina limited liability company (together with its permitted successors and assigns, "BACCS").

Amendment No. 2 to Second Amended and Restated Receivables Contribution and Sale Agreement (July 31st, 2014)

THIS AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED RECEIVABLES CONTRIBUTION AND SALE AGREEMENT, dated as of April 23, 2014 (the Amendment), is made pursuant to that certain Second Amended and Restated Receivables Contribution and Sale Agreement dated as of July 29, 2010 (as amended, modified or supplemented from time to time, the Agreement), among JARDEN RECEIVABLES, LLC, a Delaware limited liability company, as Buyer (the Buyer), BRK BRANDS, INC., a Delaware corporation, THE COLEMAN COMPANY, INC., a Delaware corporation, HEARTHMARK, LLC, a Delaware limited liability company, K-2 CORPORATION, an Indiana corporation, K-2 INTERNATIONAL, INC., an Indiana corporation, LEHIGH CONSUMER PRODUCTS LLC, a Delaware limited liability company, LOEW-CORNELL, LLC, a Delaware limited liability company, MARMOT MOUNTAIN, LLC, a Delaware limited liability company, MIKEN SPORTS, LLC, a Delaware limited liability company, PENN FISHING TACKLE MFG. CO., a Pennsylvania corporation, PURE FISHING, INC., an Iow

Knot Offshore Partners Lp Commo – CONTRIBUTION AND SALE AGREEMENT Dated as of April 15, 2013 (April 15th, 2014)

This CONTRIBUTION AND SALE AGREEMENT (this Agreement), dated as of April 15, 2013 is made by and among Knutsen NYK Offshore Tankers AS, a Norwegian private limited liability company (KNOT), KNOT Offshore Partners LP, a Marshall Islands limited partnership (the Partnership), KNOT Offshore Partners GP LLC, a Marshall Islands limited liability company and the general partner of the Partnership (the General Partner), KNOT Offshore Partners UK LLC, a Marshall Islands limited liability company (KNOT UK), and KNOT Shuttle Tankers AS, a Norwegian private limited liability company (KNOT Shuttle Tankers). The above-named entities are sometimes referred to in this Agreement each as a Party and collectively as the Parties.

Tallgrass Energy Partners Lp – Contribution and Sale Agreement (April 2nd, 2014)

This Contribution and Sale Agreement (this Agreement) is made and effective as of April 1, 2014, by and between Tallgrass Operations, LLC, a Delaware limited liability company (Operations), and Tallgrass Energy Partners, LP, a Delaware limited partnership (the Partnership). In addition, Tallgrass Development, LP, a Delaware limited partnership (Development), is a party to this Agreement for the limited purposes set forth in Articles III, VI and VII.

CONTRIBUTION AND SALE AGREEMENt by and Among GIOIA SYSTEMS, LLC. MGT CAPITAL INVESTMENTS, INC. And MGT INTERACTIVE, LLC August 29, 2013 (September 9th, 2013)

Page 1. DEFINITIONS, Interpretation 1 1.1 Definitions 1 1.2 Interpretation 3 2 [Reserved] 3 3 CONTRIBUTION AND SALE 3 3.1 Contribution of Patent Rights 3 3.2 Issuance of Ownership Interest to Gioia 3 3.3 Contribution of Cash 3 3.4 Company Governance 4 3.5 Certification 4 3.6 Contingent Consideration 4 3.7 Commercialization Expenses 4 3.8 Claw Back 4 3.9 Contingent Royalty Payments 5 4 CLOSING 5 4.1 Closing 5 4.2 Conditions to Closing 5 4.3 Closing Deliverables and Actions 6 4.4 Effect of Closing 7 5 REPRESENTATIONS AND WARRANTIES REGARDING T

Tal International Group – Contribution and Sale Agreement (April 30th, 2013)

THIS CONTRIBUTION AND SALE AGREEMENT, dated as of February 27, 2013 (as amended, modified or supplemented from time to time in accordance with the terms hereof, this Agreement), is entered into between TAL INTERNATIONAL CONTAINER CORPORATION (together with its permitted successors and assigns, the Seller), a Delaware corporation, and TAL ADVANTAGE V LLC (together with its permitted successors and assigns, the Issuer), a limited liability company organized under the laws of Delaware.

Seadrill Partners LLC – CONTRIBUTION AND SALE AGREEMENT Dated as of October 22, 2012 (April 30th, 2013)

This CONTRIBUTION AND SALE AGREEMENT (this Agreement), dated as of October 22, 2012 is made by and among Seadrill Limited, a Bermuda exempted company (Seadrill), Seadrill Partners LLC, a Marshall Islands limited liability company (the Company), Seadrill Member LLC, a Marshall Islands limited liability company (the Seadrill Member), Seadrill Operating GP LLC, a Marshall Islands limited liability company (OPCO GP), Seadrill Operating LP, a Marshall Islands limited partnership (Seadrill Operating), Seadrill Capricorn Holdings LLC, a Marshall Islands limited liability company (Seadrill Capricorn Holdings), Seadrill Opco Sub LLC, a Marshall Islands limited liability company (Seadrill Opco Sub), Seadrill Americas Inc., a Texas corporation (Seadrill Americas), Seadrill Offshore AS, a Norwegian company (Seadrill Offshore), and Seadrill UK Ltd., a private company limited by shares incorporated in England (Seadrill UK). The above-named entities are sometimes referred to in this Agreement each as

American Residential Properties – Contribution and Sale Agreement (April 22nd, 2013)

This CONTRIBUTION AND SALE AGREEMENT (this Agreement) is made and entered into as of May 11, 2012, by and between AMERICAN RESIDENTIAL MANAGEMENT, INC., a Delaware corporation (Contributor), AMERICAN RESIDENTIAL PROPERTIES OP, L.P., a Delaware limited partnership (Acquirer) and, solely for the purpose of Section 5.6 hereof, STEPHEN G. SCHMITZ (Schmitz) and Laurie A. Hawkes (Hawkes).

Knot Offshore Partners Lp Commo – FORM OF CONTRIBUTION AND SALE AGREEMENT Dated as of April [], 2013 (April 1st, 2013)

This CONTRIBUTION AND SALE AGREEMENT (this Agreement), dated as of April [], 2013 is made by and among Knutsen NYK Offshore Tankers AS, a Norwegian private limited liability company (KNOT), KNOT Offshore Partners LP, a Marshall Islands limited partnership (the Partnership), KNOT Offshore Partners GP LLC, a Marshall Islands limited liability company and the general partner of the Partnership (the General Partner), KNOT Offshore Partners UK LLC, a Marshall Islands limited liability company (KNOT UK), and KNOT Shuttle Tankers AS, a Norwegian private limited liability company (KNOT Shuttle Tankers). The above-named entities are sometimes referred to in this Agreement each as a Party and collectively as the Parties.

Knot Offshore Partners Lp Commo – FORM OF CONTRIBUTION AND SALE AGREEMENT Dated as of April [], 2013 (March 19th, 2013)

This CONTRIBUTION AND SALE AGREEMENT (this Agreement), dated as of April [], 2013 is made by and among Knutsen NYK Offshore Tankers AS, a Norwegian private limited liability company (KNOT), KNOT Offshore Partners LP, a Marshall Islands limited partnership (the Partnership), KNOT Offshore Partners GP LLC, a Marshall Islands limited liability company and the general partner of the Partnership (the General Partner), KNOT Offshore Partners UK LLC, a Marshall Islands limited liability company (KNOT UK), and KNOT Shuttle Tankers AS, a Norwegian private limited liability company (KNOT Shuttle Tankers). The above-named entities are sometimes referred to in this Agreement each as a Party and collectively as the Parties.

CONTRIBUTION AND SALE AGREEMENT Between and Among AMERICAN RAILCAR INDUSTRIES, INC., and LONGTRAIN LEASING I, LLC Dated as of December 20, 2012 (March 12th, 2013)

THIS CONTRIBUTION AND SALE AGREEMENT is made as of December 20, 2012 (this Agreement) by and among AMERICAN RAILCAR INDUSTRIES, INC., a North Dakota corporation (the Seller) and LONGTRAIN LEASING I, LLC, a Delaware limited liability company (the Purchaser).

CAI-International – Contribution and Sale Agreement (October 23rd, 2012)

THIS CONTRIBUTION AND SALE AGREEMENT, dated as of October 18, 2012 (as amended, modified or supplemented from time to time in accordance with its terms, this "Agreement"), is entered into between CONTAINER APPLICATIONS LIMITED, an international business company incorporated and licensed under the laws of Barbados ("CAL" or the "Seller") with its principal place of business located at Suite 102, Bush Hill, Bay Street, St. Michael, Barbados, West Indies and CAL FUNDING II LIMITED, an exempted company with limited liability incorporated and existing under the laws of Bermuda (the "Company" or the "Issuer") with its principal place of business located at Clarendon House, 2 Church Street, Hamilton HM 11 Bermuda.

Seadrill Partners LLC – Contribution and Sale Agreement (October 5th, 2012)

This CONTRIBUTION AND SALE AGREEMENT (this Agreement), dated as of [], 2012 is made by and among Seadrill Limited, a Bermuda exempted company (Seadrill), Seadrill Partners LLC, a Marshall Islands limited liability company (the Company), Seadrill Member LLC, a Marshall Islands limited liability company (the Seadrill Member), Seadrill Operating GP LLC, a Marshall Islands limited liability company (OPCO GP), Seadrill Operating LP, a Marshall Islands limited partnership (Seadrill Operating), Seadrill Capricorn Holdings LLC, a Marshall Islands limited liability company (Seadrill Capricorn Holdings), Seadrill Opco Sub LLC, a Marshall Islands limited liability company (Seadrill Opco Sub), Seadrill Americas Inc., a Texas corporation (Seadrill Americas), Seadrill Offshore AS, a Norwegian company (Seadrill Offshore), and Seadrill UK Ltd., a United Kingdom private limited company (Seadrill UK). The above-named entities are sometimes referred to in this Agreement each as a Party and collectively a

Contribution and Sale Agreement (May 16th, 2012)

CONTRIBUTION AND SALE AGREEMENT (this "Agreement") is dated as of May 9, 2012 (the "Agreement Date"), by and among J&S Gaming, Inc., a New York corporation ("J&S"), MGT Capital Investments, Inc., a Delaware corporation ("MGT") and MGT Gaming, Inc., a Delaware corporation (the "Company", and together with J&S and MGT, the "Parties").

Amendment No. 1 to Second Amended and Restated Receivables Contribution and Sale Agreement (February 24th, 2012)

THIS AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED RECEIVABLES CONTRIBUTION AND SALE AGREEMENT, dated as of February 17, 2012 (the Amendment) is made pursuant to that certain Second Amended and Restated Receivables Contribution and Sale Agreement dated as of July 29, 2010 (as amended, modified or supplemented from time to time, the Agreement), among JARDEN RECEIVABLES, LLC, a Delaware limited liability company, as Buyer (the Buyer), BRK BRANDS, INC., a Delaware corporation, THE COLEMAN COMPANY, INC., a Delaware corporation, HEARTHMARK, LLC, a Delaware limited liability company, K-2 CORPORATION, an Indiana corporation, K-2 INTERNATIONAL, INC., an Indiana corporation, LEHIGH CONSUMER PRODUCTS LLC, a Delaware limited liability company, LOEW-CORNELL, LLC, a Delaware limited liability company, MARMOT MOUNTAIN, LLC, a Delaware limited liability company, MIKEN SPORTS, LLC, a Delaware limited liability company, PENN FISHING TACKLE MFG. CO., a Pennsylvania corporation, PURE FISHING, INC., an I

CONTRIBUTION AND SALE AGREEMENT by and Between NGL ENERGY PARTNERS LP (As Buyer) and PACER-PORTLAND PROPANE, L.L.C. (As Seller) Dated as of December 12, 2011 (January 9th, 2012)

This CONTRIBUTION AND SALE AGREEMENT dated as of December 12, 2011 (this Agreement) is by and between NGL Energy Partners LP, a Delaware limited partnership (Buyer), and PacerPortland Propane, L.L.C., an Oregon limited liability company (Seller);

CONTRIBUTION AND SALE AGREEMENT by and Between NGL ENERGY PARTNERS LP (As Buyer) and PACER-PITTMAN PROPANE, L.L.C. (As Seller) Dated as of December 12, 2011 (January 9th, 2012)

This CONTRIBUTION AND SALE AGREEMENT dated as of December 12, 2011 (this Agreement) is by and between NGL Energy Partners LP, a Delaware limited partnership (Buyer), and PacerPittman Propane, L.L.C., a Mississippi limited liability company (Seller);

CONTRIBUTION AND SALE AGREEMENT by and Between NGL ENERGY PARTNERS LP (As Buyer) and PACER PROPANE (WASHINGTON), L.L.C. (As Seller) Dated as of December 12, 2011 (January 9th, 2012)

This CONTRIBUTION AND SALE AGREEMENT dated as of December 12, 2011 (this Agreement) is by and between NGL Energy Partners LP, a Delaware limited partnership (Buyer), and Pacer Propane (Washington), L.L.C., a Washington limited liability company (Seller);

CONTRIBUTION AND SALE AGREEMENT by and Between NGL ENERGY PARTNERS LP (As Buyer) and PACER-ENVIRO PROPANE, L.L.C. (As Seller) Dated as of December 12, 2011 (January 9th, 2012)

This CONTRIBUTION AND SALE AGREEMENT dated as of December 12, 2011 (this Agreement) is by and between NGL Energy Partners LP, a Delaware limited partnership (Buyer), and PacerEnviro Propane, L.L.C., a Washington limited liability company (Seller);

CONTRIBUTION AND SALE AGREEMENT by and Between NGL ENERGY PARTNERS LP (As Buyer) and PACER-UTAH PROPANE, L.L.C. (As Seller) Dated as of December 12, 2011 (January 9th, 2012)

This CONTRIBUTION AND SALE AGREEMENT dated as of December 12, 2011 (this Agreement) is by and between NGL Energy Partners LP, a Delaware limited partnership (Buyer), and PacerUtah Propane, L.L.C., a Utah limited liability company (Seller);

CONTRIBUTION AND SALE AGREEMENT by and Between NGL ENERGY PARTNERS LP (As Buyer) and PACER-SALIDA PROPANE, L.L.C. (As Seller) Dated as of December 12, 2011 (January 9th, 2012)

This CONTRIBUTION AND SALE AGREEMENT dated as of December 12, 2011 (this Agreement) is by and between NGL Energy Partners LP, a Delaware limited partnership (Buyer), and PacerSalida Propane, L.L.C., a Colorado limited liability company (Seller);