Second Amended And Restated Agreement Sample Contracts

NextEra Energy Partners, LP – Second Amended and Restated Agreement of Limited Partnership of Nextera Energy Partners, Lp (August 7th, 2017)

This SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF NEXTERA ENERGY PARTNERS, LP, dated as of August 4, 2017, is entered into by and between NextEra Energy Partners GP, Inc., a Delaware corporation, as the General Partner, and NextEra Energy Equity Partners, LP, a Delaware limited partnership, together with any other Persons who are or become Partners in the Partnership or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:

NextEra Energy Partners, LP – SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF NEXTERA ENERGY OPERATING PARTNERS, LP a Delaware Limited Partnership Dated as of August 4, 2017 (August 7th, 2017)

THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF NEXTERA ENERGY OPERATING PARTNERS, LP dated as of August 4, 2017, is entered into by and between NextEra Energy Operating Partners GP, LLC, a Delaware limited liability company, as the General Partner, NextEra Energy Equity Partners, LP, a Delaware limited partnership, and NextEra Energy Partners, LP, a Delaware limited partnership, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:

NextEra Energy Partners, LP – Second Amended and Restated Agreement of Limited Partnership of Nep Opco (August 7th, 2017)

The following is a summary of the amendments to the First Amended and Restated Agreement of Limited Partnership of NEP OpCo (the "Original NEP OpCo Partnership Agreement"). The Second Amended and Restated Agreement of Limited Partnership of NEP OpCo (the "NEP OpCo Partnership Agreement") is included as an exhibit to this Form 8-K.

Bluerock Residential Growth REIT, Inc. – Second Amended and Restated Agreement of Limited Partnership of Bluerock Residential Holdings, L.P. Designation of Additional Series B Redeemable Preferred Units July 21, 2016 (July 21st, 2017)

Pursuant to Section 4.02 and Article XI of the Second Amended and Restated Agreement of Limited Partnership of Bluerock Residential Holdings, L.P. (the "Partnership Agreement"), the General Partner hereby amends the Partnership Agreement as follows:

Brekford Corp. – Second Amended and Restated Agreement and Plan of Merger (July 14th, 2017)

THIS SECOND AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER, dated as of July 12, 2017 (the "Agreement"), is entered into by and among KeyStone Solutions, Inc., a Delaware corporation (the "Company"), Novume Solutions, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company ("Novume"), KeyStone Merger Sub, LLC , a Delaware limited liability company and a wholly-owned subsidiary of Novume previously existing as KeyStone Merger Sub, Inc. ("Company Merger Sub"), Brekford Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Novume ("Brekford Merger Sub"), and Brekford Traffic Safety, Inc. (formerly known as Brekford Corp.), a Delaware corporation ("Brekford" and, together with the Company, Novume, Company Merger Sub and Brekford Merger Sub, each a "Party" and collectively the "Parties").

Western Refining Logistics, LP – SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF WESTERN REFINING LOGISTICS, LP (As Amended Through June 19, 2017) (June 22nd, 2017)

THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF WESTERN REFINING LOGISTICS, LP dated as of October 30, 2015, is entered into by and between Western Refining Logistics GP LLC, a Delaware limited liability company, as the General Partner, together with the other Persons who are or become Partners in the Partnership or parties hereto as provided herein;

Pattern Energy Group Inc. – SECOND AMENDED AND RESTATED aGREEMENT OF LIMITED PARTNERSHIP OF Pattern Energy Group Holdings 2 LP Dated Effective as of June 16, 2017 (June 19th, 2017)

This SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (this "Agreement") of Pattern Energy Group Holdings 2 LP, a Delaware limited partnership (the "Partnership"), dated as of June 16, 2017 ("Signing Date"), is made by and among Pattern Energy Group Holdings 2 GP LLC, a Delaware limited liability company (the "General Partner"), the Class A Limited Partners set forth on Exhibit B hereto and the Class B Limited Partners set forth on Exhibit D hereto.

GPM Petroleum LP – SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF GPM PETROLEUM LP a Delaware Limited Partnership March 1, 2016 (April 28th, 2017)

This SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP of GPM PETROLEUM LP, a Delaware limited partnership (the Partnership), dated March 1, 2016 (the Effective Date), is adopted, executed and agreed to, for good and valuable consideration, by and among the General Partner and each of the undersigned Limited Partners.

Hess Midstream Partners LP – SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP of HESS TGP OPERATIONS LP Dated as of April 10, 2017 (April 10th, 2017)

This Second Amended and Restated Agreement of Limited Partnership of Hess TGP Operations LP, a Delaware limited partnership (the Partnership), effective as of April 10, 2017 (the Effective Date), is entered into by and between Hess TGP GP LLC, a Delaware limited liability company (Hess TGP GP), as the General Partner, and Hess Infrastructure Partners LP, a Delaware limited partnership (HIP), as the Limited Partner.

Hess Midstream Partners LP – SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF HESS MIDSTREAM PARTNERS LP a Delaware Limited Partnership Dated as of April 10, 2017 (April 10th, 2017)

THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF HESS MIDSTREAM PARTNERS LP, dated as of April 10, 2017, is entered into by and between HESS MIDSTREAM PARTNERS GP LP, a Delaware limited partnership (GP LP), as the General Partner, and HESS MIDSTREAM HOLDINGS LLC, a Delaware limited liability company, as the Organizational Limited Partner (Midstream Holdings), together with any other Persons who become Partners in the Partnership or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:

Hess Midstream Partners LP – SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP of HESS NORTH DAKOTA EXPORT LOGISTICS OPERATIONS LP Dated as of April 10, 2017 (April 10th, 2017)

This Second Amended and Restated Agreement of Limited Partnership of Hess North Dakota Export Logistics Operations LP, a Delaware limited partnership (the Partnership), effective as of April 10, 2017 (the Effective Date), is entered into by and between Hess North Dakota Export Logistics GP LLC, a Delaware limited liability company (Export Logistics GP), as the General Partner, and Hess Infrastructure Partners LP, a Delaware limited partnership (HIP), as the Limited Partner.

Mack Cali Realty L P – Fifth Amendment to Second Amended and Restated Agreement of Limited Partnership of Mack-Cali Realty, L.P. (April 7th, 2017)

THIS FIFTH AMENDMENT TO SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF MACK-CALI REALTY, L.P. (the Fifth Amendment), dated as of April 4, 2017, to that certain Second Amended and Restated Agreement of Limited Partnership, dated as of December 11, 1997, as amended through the date hereof (collectively, the Agreement), of Mack-Cali Realty, L.P., a Delaware limited partnership (the Partnership). Capitalized terms used herein but not defined herein shall have the meanings given such terms in the Agreement.

Global Net Lease, Inc. – FIRST AMENDMENT TO SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF GLOBAL NET LEASE OPERATING PARTNERSHIP, L.P. Dated as of February 28, 2017 (February 28th, 2017)

This FIRST AMENDMENT TO SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF GLOBAL NET LEASE OPERATING PARTNERSHIP, L.P. (this "Amendment"), dated as of February 28, 2017, is hereby adopted by Global Net Lease, Inc., a Maryland corporation (hereinafter defined, as the "General Partner"), as the general partner of Global Net Lease Operating Partnership, L.P., a Delaware limited partnership (the "Operating Partnership"). For ease of reference, capitalized terms used herein and not otherwise defined have the meanings assigned to them in the Second Amended and Restated Agreement of Limited Partnership of Global Net Lease Operating Partnership, L.P., dated as of June 2, 2015 (the "Agreement").

Hess Midstream Partners LP – SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP of HESS NORTH DAKOTA EXPORT LOGISTICS OPERATIONS LP Dated as Of (February 13th, 2017)

This Second Amended and Restated Agreement of Limited Partnership of Hess North Dakota Export Logistics Operations LP, a Delaware limited partnership (the Partnership), effective as of [ ], 2017 (the Effective Date), is entered into by and between Hess North Dakota Export Logistics GP LLC, a Delaware limited liability company (Export Logistics GP), as the General Partner, and Hess Infrastructure Partners LP, a Delaware limited partnership (HIP), as the Limited Partner.

Hess Midstream Partners LP – SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP of HESS TGP OPERATIONS LP Dated as Of (February 13th, 2017)

This Second Amended and Restated Agreement of Limited Partnership of Hess TGP Operations LP, a Delaware limited partnership (the Partnership), effective as of [ ], 2017 (the Effective Date), is entered into by and between Hess TGP GP LLC, a Delaware limited liability company (Hess TGP GP), as the General Partner, and Hess Infrastructure Partners LP, a Delaware limited partnership (HIP), as the Limited Partner.

Second Amended and Restated Agreement and Plan of Merger of Diego Pellicer, Inc., (February 6th, 2017)

This AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of June 7, 2016, is made by and between Diego Pellicer, Inc., a Washington corporation ("Diego Washington"), and Diego Pellicer Worldwide Inc., a Delaware corporation ("Diego Delaware"). Diego Delaware and Diego Washington are sometimes referred to in this Agreement as the "Constituent Companies." This Agreement amends, restates, replaces and supersedes in its entirety that certain Agreement and Plan of Merger between the Constituent Companies dated as of January 23, 2014 (the "Prior Agreement' ).

Constellation Energy Prtnrs – Amendment No. 1 to Second Amended and Restated Agreement of Limited Partnership of Sanchez Production Partners Lp (January 27th, 2017)

This Amendment No. 1 (this "Amendment") to Second Amended and Restated Agreement of Limited Partnership of Sanchez Production Partners LP, a Delaware limited partnership (the "Partnership"), dated as of October 14, 2015 (the "Partnership Agreement"), is entered into effective as of January 25, 2017 by Sanchez Production Partners GP LLC, as the general partner of the Partnership (the "General Partner"), pursuant to Section 13.1 of the Partnership Agreement. Capitalized terms used but not defined herein have the meanings ascribed to them in the Partnership Agreement.

Dcp Midstream Partners Lp – Amendment No. 4 to the Second Amended and Restated Agreement of Limited Partnership of Dcp Midstream Partners, Lp (January 17th, 2017)

This Amendment No. 4 (this "Amendment") to the Second Amended and Restated Agreement of Limited Partnership of DCP Midstream Partners, LP, dated effective as of November 1, 2006 (as amended previously through the date hereof, the "Partnership Agreement"), is entered into and is effective as of January 11, 2017, by DCP Midstream GP, LP, a Delaware limited partnership (the "General Partner"), in its capacity as the general partner of the Partnership, pursuant to the authority granted to the General Partner in Article XIII of the Partnership Agreement. Capitalized terms used but not defined herein are used as defined in the Partnership Agreement.

Dcp Midstream Partners Lp – Amendment No. 3 to the Second Amended and Restated Agreement of Limited Partnership of Dcp Midstream Partners, Lp (January 6th, 2017)

This Amendment No. 3 (this Amendment) to the Second Amended and Restated Agreement of Limited Partnership of DCP Midstream Partners, LP, dated effective as of November 1, 2006 (as amended previously through the date hereof, the Partnership Agreement), is entered into and is effective as of January 1, 2017, by DCP Midstream GP, LP, a Delaware limited partnership (the General Partner), in its capacity as the general partner of the Partnership, pursuant to the authority granted to the General Partner in Article XIII of the Partnership Agreement, and in its individual capacity as the sole holder of the Incentive Distribution Rights. Capitalized terms used but not defined herein are used as defined in the Partnership Agreement.

AMENDMENT NO. 15 TO SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ENERGY TRANSFER PARTNERS, L.P. December 29, 2016 (January 4th, 2017)

This Amendment No. 15 (this "Amendment No. 15") to the Second Amended and Restated Agreement of Limited Partnership of Energy Transfer Partners, L.P. (the "Partnership"), dated as of July 28, 2009, as amended by Amendment No. 1 thereto dated as of March 26, 2012, Amendment No. 2 thereto dated as of October 5, 2012, Amendment No. 3 thereto dated as of April 15, 2013, Amendment No. 4 thereto dated as of April 30, 2013, Amendment No. 5 thereto dated as of October 31, 2013, Amendment No. 6 thereto dated as of February 19, 2014, Amendment No. 7 thereto dated as of March 3, 2014, Amendment No. 8 thereto dated as of August 29, 2014, Amendment No. 9 thereto dated as of March 9, 2015, Amendment No. 10 thereto dated as of April 30, 2015, Amendment No. 11 thereto dated as of August 21, 2015, Amendment No. 12 thereto dated as of April 6, 2016, Amendment No. 13 thereto dated as of July 27, 2016 and Amendment No. 14 thereto dated as of November 1, 2016 (as so amended, the "Partnership Agreement") is

Dominion Midstream Partners, LP – Second Amended and Restated Agreement of Limited Partnership of Dominion Midstream Partners, Lp (December 1st, 2016)

THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF DOMINION MIDSTREAM PARTNERS, LP, dated as of December 1, 2016, is entered into by and among Dominion Midstream GP, LLC, a Delaware limited liability company, as the General Partner, together with any other Persons who are or become Partners in the Partnership or parties hereto as provided herein.

Plains Gp Holdings Lp – Second Amended and Restated Agreement of Limited Partnership of Plains Gp Holdings, L.P. (November 21st, 2016)

This SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PLAINS GP HOLDINGS, L.P. dated as of November 15, 2016, is entered into by and among PAA GP Holdings LLC, a Delaware limited liability company, as the General Partner, together with any other Persons who are or become Partners in the Partnership or parties hereto as provided herein.

Plains All American Pipeline – Second Amended and Restated Agreement of Limited Partnership of Plains Gp Holdings, L.P. (November 21st, 2016)

This SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PLAINS GP HOLDINGS, L.P. dated as of November 15, 2016, is entered into by and among PAA GP Holdings LLC, a Delaware limited liability company, as the General Partner, together with any other Persons who are or become Partners in the Partnership or parties hereto as provided herein.

AMENDMENT NO. 14 TO SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ENERGY TRANSFER PARTNERS, L.P. November 1, 2016 (November 3rd, 2016)

This Amendment No. 14 (this "Amendment No. 14") to the Second Amended and Restated Agreement of Limited Partnership of Energy Transfer Partners, L.P. (the "Partnership"), dated as of July 28, 2009, as amended by Amendment No. 1 thereto dated as of March 26, 2012, Amendment No. 2 thereto dated as of October 5, 2012, Amendment No. 3 thereto dated as of April 15, 2013, Amendment No. 4 thereto dated as of April 30, 2013, Amendment No. 5 thereto dated as of October 31, 2013, Amendment No. 6 thereto dated as of February 19, 2014, Amendment No. 7 thereto dated as of March 3, 2014, Amendment No. 8 thereto dated as of August 29, 2014, Amendment No. 9 thereto dated as of March 9, 2015, Amendment No. 10 thereto dated as of April 30, 2015, Amendment No. 11 thereto dated as of August 21, 2015, Amendment No. 12 thereto dated as of April 6, 2016, and Amendment No. 13 thereto dated as of July 27, 2016 (as so amended, the "Partnership Agreement") is hereby adopted effective as of October 1, 2016, by En

Parkway, Inc. – Amendment No. 4 to Second Amended and Restated Agreement of Limited Partnership of Parkway Properties Lp (October 12th, 2016)

THIS AMENDMENT NO. 4 TO SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (Amendment No. 4), dated as of October 6, 2016, is entered into by and between Parkway, Inc., a Maryland corporation (the Company), and Parkway Properties General Partners Inc., a Delaware corporation (the General Partner), and amends that certain Second Amended and Restated Agreement of Limited Partnership of Parkway Properties LP, a Delaware limited partnership (the Partnership), dated February 27, 2013, as amended (the Partnership Agreement).

Teekay Lng Partners Lp – Second Amended and Restated Agreement of Limited Partnership of Teekay Lng Partners L.P. (October 5th, 2016)

THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF TEEKAY LNG PARTNERS L.P. dated as of October 5, 2016, is entered into by Teekay GP L.L.C., a Marshall Islands limited liability company, as the General Partner, and, solely with respect to Section 16.5(b), Teekay Holdings Limited, a Bermuda company, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:

CNX Coal Resources LP – Second Amended and Restated Agreement of Limited Partnership of Cnx Coal Resources Lp (October 4th, 2016)

THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CNX COAL RESOURCES LP, dated as of September 30, 2016, is entered into by and between CNX COAL RESOURCES GP LLC, a Delaware limited liability company, as the General Partner, and any other Persons who are or become Partners in the Partnership or parties hereto as provided herein.

Teekay Lng Partners Lp – Form of Second Amended and Restated Agreement of Limited Partnership of Teekay Lng Partners L.P. (September 28th, 2016)

THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF TEEKAY LNG PARTNERS L.P. dated as of , 2016, is entered into by Teekay GP L.L.C., a Marshall Islands limited liability company, as the General Partner, and, solely with respect to Section 16.5(b), Teekay Holdings Limited, a Bermuda company, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:

Industrial Property Trust Inc. – Second Amended and Restated Agreement (September 20th, 2016)

THIS SECOND AMENDED AND RESTATED AGREEMENT (this Agreement) is entered into this 15th day of September, 2016, by and among IPT BTC I GP LLC, a Delaware limited liability company (the General Partner), Industrial Property Advisors Sub I LLC, a Delaware limited liability company (the Advisor Sub), and, solely with respect to Section 1 and the third sentence of Section 3 hereof, Industrial Property Advisors LLC, a Delaware limited liability company (the Advisor). The General Partner is an indirect subsidiary of Industrial Property Trust Inc., a Maryland corporation (IPT).

Parkway, Inc. – Amendment No. 4 to Second Amended and Restated Agreement of Limited Partnership of Parkway Properties Lp (September 19th, 2016)

THIS AMENDMENT NO. 4 TO SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (Amendment No. 4), dated as of [*], 2016, is entered into by and between Parkway, Inc., a Maryland corporation (the Company), and Parkway Properties General Partners Inc., a Delaware corporation (the General Partner), and amends that certain Second Amended and Restated Agreement of Limited Partnership of Parkway Properties LP, a Delaware limited partnership (the Partnership), dated February 27, 2013, as amended (the Partnership Agreement).

SECOND AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER by and Among DATARAM CORPORATION, DATARAM ACQUISITION SUB, INC. AND COPPER KING LLC Dated as of September 14, 2016 SECOND AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER (September 15th, 2016)

This Second Amended and Restated Agreement and Plan of Merger (this "Agreement") is entered into as of September 14, 2016, by and among DATARAM CORPORATION, a Nevada corporation ("Parent"); DATARAM ACQUISITION SUB, INC., a Nevada corporation and wholly-owned subsidiary of the Parent ("Buyer"); U.S. GOLD CORP., a Nevada corporation (the "Company"); and Copper King LLC, a principal stockholder of the Company (the "Stockholder"). Parent, Buyer, Company and the Stockholder are each a "Party" and collectively, the "Parties" to this Agreement. This Agreement amends and restates the Agreement and Plan of Merger between the Parties dated as of June 13, 2016 (the "Original Agreement") and amended and restated on July 29, 2016 (the "First Amended and Restated Agreement").

Global Currency Gold Trust – FORM OF SECOND AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST OF WORLD CURRENCY GOLD TRUST (Formerly Known as Global Currency Gold Trust) DATED AS OF AUGUST , 2016 (August 30th, 2016)

WHEREAS, WGC USA Asset Management Company, LLC and Delaware Trust Company (formerly known as CSC Trust Company of Delaware) have heretofore created a Delaware statutory trust under the name Global Currency Gold Trust pursuant to the Delaware Act (as hereinafter defined) by entering into an agreement and declaration of trust, dated as of August 27, 2014 (the Original Agreement and Declaration of Trust), and by executing and filing with the Secretary of State of the State of Delaware the Certificate of Trust;

CSI Compressco LP – Second Amended and Restated Agreement of Limited Partnership of Csi Compressco Lp (August 8th, 2016)

THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CSI COMPRESSCO LP, a Delaware limited partnership (the Partnership), dated as of August 8, 2016, is entered into by CSI Compressco GP Inc., a Delaware corporation, in its capacity as the general partner of the Partnership, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein.

AMENDMENT NO. 13 TO SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ENERGY TRANSFER PARTNERS, L.P. July 27, 2016 (August 2nd, 2016)

This Amendment No. 13 (this "Amendment No. 13") to the Second Amended and Restated Agreement of Limited Partnership of Energy Transfer Partners, L.P. (the "Partnership"), dated as of July 28, 2009, as amended by Amendment No. 1 thereto dated as of March 26, 2012, Amendment No. 2 thereto dated as of October 5, 2012, Amendment No. 3 thereto dated as of April 15, 2013, Amendment No. 4 thereto dated as of April 30, 2013, Amendment No. 5 thereto dated as of October 31, 2013, Amendment No. 6 thereto dated as of February 19, 2014, Amendment No. 7 thereto dated as of March 3, 2014, Amendment No. 8 thereto dated as of August 29, 2014, Amendment No. 9 thereto dated as of March 9, 2015, Amendment No. 10 thereto dated as of April 30, 2015, Amendment No. 11 thereto dated as of August 21, 2015 and Amendment No. 12 thereto dated as of April 6, 2016 (as so amended, the "Partnership Agreement") is hereby adopted effective as of July 27, 2016, by Energy Transfer Partners GP, L.P., a Delaware limited par

Noble Midstream Partners LP – Second Amended and Restated Produced Water Services Agreement Second Amended and Restated Agreement Addendum 01 Wells Ranch (July 22nd, 2016)

This AGREEMENT ADDENDUM 01 (this Agreement Addendum) (a) shall be effective as among the Persons named below as Producer and Midstream Co as of the date specified below as the Effective Date, (b) incorporates the Second Amended and Restated Agreement Terms and Conditions Relating to Produced Water Services (the Agreement Terms and Conditions), which were last amended effective as of March 31, 2016 and recorded in the real property records of Weld County, Colorado on , as and (c) together with the Agreement Terms and Conditions, shall constitute one contract and shall be the Agreement of the Parties. Except as otherwise set forth herein (i) all terms shall have the meanings assigned to such terms in the Agreement Terms and Conditions and (ii) all references to Exhibits, Appendices, Articles, Sections, subsections and other subdivisions refer to the corresponding Exhibits, Appendices, Articles, Sections, subsections and other subdivisions of or to t