Form Of Contribution Sample Contracts

Noble Midstream Partners LP – Form of Contribution, Conveyance and Assumption Agreement (November 6th, 2015)

This CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT, dated as of [*], 2015 (this Agreement), is by and among NOBLE MIDSTREAM PARTNERS LP, a Delaware limited partnership (the Partnership), NOBLE MIDSTREAM GP LLC, a Delaware limited liability company and the general partner of the Partnership (the General Partner), NOBLE ENERGY, INC., a Delaware corporation (Noble), NOBLE MIDSTREAM SERVICES, LLC, a Delaware limited liability company (Opco), NBL MIDSTREAM, LLC, a Delaware limited liability company (NBL Midstream), COLORADO RIVER DEVCO LP, a Delaware limited partnership (Colorado River LP), GREEN RIVER DEVCO LP, a Delaware limited partnership (Green River LP), GUNNISON RIVER DEVCO LP, a Delaware limited partnership (Gunnison River LP), LARAMIE RIVER DEVCO LP, a Delaware limited partnership (Laramie River LP), and SAN JUAN RIVER DEVCO LP, a Delaware limited partnership (San Juan River LP), COLORADO RIVER DEVCO GP LLC, a Delaware limited liability company (Colorado River GP), GREEN RIVER

USD Partners LP – Contribution, Conveyance and Assumption Agreement (September 22nd, 2014)

This Contribution, Conveyance and Assumption Agreement, dated as of , 2014 (this Agreement), is by and among US Development Group, LLC, a Delaware limited liability company (USD), USD Group LLC, a Delaware limited liability company (USDG), USD Partners GP LLC, a Delaware limited liability company (the General Partner), USD Partners LP, a Delaware limited partnership (the Partnership), and USD Logistics Operations LP, a Delaware limited partnership (Opco). 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.