Common use of Section 1031 Exchange Clause in Contracts

Section 1031 Exchange. SELLER and PURCHASER hereby agree that PURCHASER shall have the right at any time prior to Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary (as that term is defined in Section 1.1031(k)-1(g)(4)(iii) of the Treasury Regulations) in order to accomplish the transaction in a manner that will comply, either in whole or in part, with the requirements of a like-kind exchange pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended, ("Code"). Likewise, SELLER shall have the right at any time prior to Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary for the same purpose. In the event either party assigns its rights under this Agreement pursuant to this Section 2.7, such party agrees to notify the other party in writing of such assignment at or before Closing. If SELLER assigns its rights under this Agreement for this purpose, PURCHASER agrees to (i) consent to SELLER'S assignment of its rights in this Agreement, and (ii) pay the Purchase Price into a qualified escrow or qualified trust account at Closing as directed in writing. If PURCHASER assigns its rights under this Agreement for this purpose, SELLER agrees to (i) consent to PURCHASER'S assignment of its rights in this Agreement, (ii) accept the Purchase Price from the qualified escrow or qualified trust account at Closing, and (iii) at Closing, convey and assign directly to PURCHASER the Property upon satisfaction of the other conditions to Closing and other terms and conditions hereof. SELLER and PURCHASER acknowledge and agree that any assignment of this Agreement to a Qualified Intermediary shall not release either party from any of their respective liabilities and obligations to each other under this Agreement, and that neither party represents to the other that any particular tax treatment will be given to either party as a result thereof. Notwithstanding the foregoing, the Closing Date shall be determined in accordance with Section 6.1.

Section 1031 Exchange. SELLER and PURCHASER BUYER hereby agree that PURCHASER BUYER shall have the right at any time prior to Closing to assign all or a portion of its rights under this Agreement to a “Qualified Intermediary Intermediary” (as that term is defined in Section 1.1031(k)-1(g)(4)(iii1.1031(k)-1(g)(4)(v) of the Treasury Regulations) in order to accomplish the transaction in a manner that will comply, either in whole or in part, with the requirements of a like-kind exchange pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended, amended ("“Code"”). Likewise, SELLER shall have the right at any time prior to Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary for the same purpose. In the event either party assigns its rights under this Agreement pursuant to this Section 2.7, such party agrees to notify the other party in writing of such assignment at or before Closing. If SELLER assigns its rights under this Agreement for this purpose, PURCHASER BUYER agrees to (i) consent to SELLER'S ’s assignment of its rights in this AgreementAgreement in form attached hereto as Exhibit “B-1”, and (ii) pay the Purchase Price into a qualified escrow or qualified trust account at Closing as directed in writing. If PURCHASER BUYER assigns its rights under this Agreement for this purpose, SELLER agrees to (i) consent to PURCHASER'S BUYER’s assignment of its rights in this AgreementAgreement in the form of Exhibit “B-2”, (ii) accept the Purchase Price from the qualified escrow or qualified trust account at Closing, and (iii) at Closing, convey and assign directly to PURCHASER BUYER the Property upon satisfaction of the other conditions to Closing and other terms and conditions hereof. SELLER and PURCHASER BUYER acknowledge and agree that any assignment of this Agreement to a Qualified Intermediary shall not release either party from any of their respective liabilities and obligations to each other under this Agreement, and that neither party represents to the other that any particular tax treatment will be given to either party as a result thereof. Notwithstanding the foregoing, the Closing Date shall be determined in accordance with Section 6.1.

Section 1031 Exchange. SELLER ASSIGNOR and PURCHASER ASSIGNEE hereby agree that PURCHASER ASSIGNEE shall have the right at any time prior to Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary (as that term is defined in Section 1.1031(k)-1(g)(4)(iii1.1031(k)-1(g)(4)(v) of the Treasury Regulations) in order to accomplish the transaction in a manner that will comply, either in whole or in part, with the requirements of a like-kind exchange pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended, ("Code"). Likewise, SELLER ASSIGNOR shall have the right at any time prior to Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary for the same purpose. In the event either party Party assigns its rights under this Agreement pursuant to this Section 2.7, such party Party agrees to notify the other party Party in writing of such assignment at or before Closing. If SELLER ASSIGNOR assigns its rights under this Agreement for this purpose, PURCHASER ASSIGNEE agrees to (i) consent to SELLER'S ASSIGNOR's assignment of its rights in this AgreementAgreement in form attached hereto as Exhibit "B-1", and (ii) pay the Purchase Price into a qualified escrow or qualified trust account at Closing as directed in writing. If PURCHASER ASSIGNEE assigns its rights under this Agreement for this purpose, SELLER ASSIGNOR agrees to (i) consent to PURCHASER'S ASSIGNEE's assignment of its rights in this AgreementAgreement in the form of Exhibit "B-2", (ii) accept the Purchase Price from the qualified escrow or qualified trust account at Closing, and (iii) at Closing, convey and assign directly to PURCHASER ASSIGNEE the Property Assets which are the subject of this Agreement upon satisfaction of the other conditions to Closing and other terms and conditions hereof. SELLER ASSIGNOR and PURCHASER ASSIGNEE acknowledge and agree that any assignment of this Agreement to a Qualified Intermediary shall not release either party Party from any of their respective liabilities and obligations to each other under this Agreement, and that neither party Party represents to the other that any particular tax treatment will be given to either party Party as a result thereof. Notwithstanding the foregoingASSIGNOR agrees to indemnify and hold ASSIGNEE harmless from and against any and all claims, the Closing Date shall be determined demands, causes of actions, liabilities, penalties, judgements, assessments, and expenses (including reasonable attorneys' fees and costs) asserted against or incurred by ASSIGNEE in accordance connection with Section 6.1or as a consequence of its facilitation of any such like-kind exchange.

Section 1031 Exchange. SELLER Seller and PURCHASER Buyer hereby agree that PURCHASER Seller shall have the right at any time prior to Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary (as that term is defined in Section 1.1031(k)-1(g)(4)(iii1.1031(k)-1(g)(4)(v) of the Treasury Regulations) and/or a Qualified Exchange Accommodation Titleholder (as that term is defined in Revenue Procedure 2000-37) in order to accomplish the transaction in a manner that will intended to comply, either in whole or in part, with the requirements of a like-kind exchange pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended, ("Code"). Likewise, SELLER shall have the right at any time prior to Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary for the same purpose. In the event either party that Seller assigns its rights under this Agreement pursuant to this Section 2.77.7, such party Seller agrees to notify the other party Buyer in writing of such assignment at or before Closing. If SELLER assigns its rights under this Agreement for this purpose, PURCHASER agrees to (i) consent to SELLER'S assignment of its rights in this Agreement, and (ii) pay Buyer shall cooperate fully, as and to the Purchase Price into extent reasonably requested by the Seller, in connection with enabling the transactions contemplated herein to qualify in whole or in part as a qualified escrow or qualified trust account at Closing as directed in writing. If PURCHASER assigns its rights under this Agreement for this purpose, SELLER agrees like-kind exchange pursuant to (i) consent to PURCHASER'S assignment of its rights in this Agreement, (ii) accept the Purchase Price from the qualified escrow or qualified trust account at Closing, and (iii) at Closing, convey and assign directly to PURCHASER the Property upon satisfaction Section 1031 of the other conditions Code; provided, however, that any costs or expenses in connection therewith shall be borne solely by Seller and Buyer shall not be required to Closing incur any additional liability in connection therewith. Seller and other terms and conditions hereof. SELLER and PURCHASER Buyer acknowledge and agree that any assignment of all or any portion of this Agreement to a Qualified Intermediary and/or Exchange Accommodation Titleholder shall not release either party from any of their respective liabilities and obligations to each other under this Agreement. Without limiting the generality of the above provisions of this Section 7.7, and in the event that neither party represents Seller assigns all or a portion of its rights under this Agreement pursuant to this Section 7.7, then the other that any particular tax treatment will certificates, agreements, instruments and documents to be given executed and/or delivered in connection with this Agreement by Buyer or their Affiliates shall be amended and modified in a manner satisfactory to either party as a result thereof. Notwithstanding the foregoingSeller to expressly permit, without further consent or approval, the Closing Date shall be determined in accordance with Section 6.1subsequent assignment and transfer of the same by the Qualified Intermediary and/or Exchange Accommodation Titleholder to Seller (or its designee). Purchase and Sale Agreement Article 8.

Section 1031 Exchange. SELLER Seller and PURCHASER Buyer hereby agree that PURCHASER Buyer shall have the right at any time prior to Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary (as that term is defined in Section 1.1031(k)-1(g)(4)(iii) of the Treasury Regulations) or an “exchange accommodation titleholder” (as that term is defined in Revenue Procedure 2000-37, 2002-2 C.B. 308) in order to accomplish the transaction in a manner that will comply, either in whole or in part, with the requirements of a like-kind exchange pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended, amended ("the “Code"”). Likewise, SELLER Seller shall have the right at any time prior to Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary for the same purpose. In the event either party assigns its rights under this Agreement pursuant to this Section 2.711.20, such party agrees to notify the other party in writing of such assignment at or least ten (10) days before Closing. If SELLER Seller assigns its rights under this Agreement for this purpose, PURCHASER Buyer agrees to (i) consent to SELLER'S Seller’s assignment of its rights in this Agreement, and (ii) pay the Purchase Price into a qualified escrow or qualified trust account at Closing as directed in writing. If PURCHASER Buyer assigns its rights under this Agreement for this purpose, SELLER Seller agrees to (i) consent to PURCHASER'S Buyer’s assignment of its rights in this Agreement, (ii) accept the Purchase Price from the qualified escrow or qualified trust account at Closing, and (iii) at Closing, convey and assign directly to PURCHASER the Property assignee of Buyer the Assets upon satisfaction of the other conditions to Closing and the other terms and conditions hereofof this Agreement. SELLER Seller and PURCHASER Buyer acknowledge and agree that any assignment of this Agreement to a Qualified Intermediary shall not release either party from any of their respective liabilities and obligations to each other under this Agreement, and that neither party represents to the other that any particular tax treatment will be given to either party as a result thereof. Notwithstanding In no event will either Party be liable to the foregoingother for any failure of any transaction to qualify for like-kind treatment under Section 1031 of the Code. EXECUTED as of the date first above written. SELLER: QUANTUM RESOURCES MANAGEMENT, the Closing Date shall be determined in accordance with Section 6.1.LLC By: /s/ Xxxx X. Xxxxxxxxxxx Name: Xxxx X. Xxxxxxxxxxx Title: Vice President - Business Development QUANTUM RESOURCES A1, LP By: /s/ Xxxx X. Xxxxxxxxxxx Name: Xxxx X. Xxxxxxxxxxx Title: Vice President - Business Development QAB CARRIED WI, LP By: /s/ Xxxx X. Xxxxxxxxxxx Name: Xxxx X. Xxxxxxxxxxx Title: Vice President - Business Development QAC CARRIED WI, LP By: /s/ Xxxx X. Xxxxxxxxxxx Name: Xxxx X. Xxxxxxxxxxx Title: Vice President - Business Development BLACK DIAMOND RESOURCES, LLC By: /s/ Xxxx X. Xxxxxxxxxxx Name: Xxxx X. Xxxxxxxxxxx Title: Vice President - Business Development BUYER: AMERICAN MIDSTREAM CHATOM UNIT 1, LLC By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: AMERICAN MIDSTREAM CHATOM UNIT 2, LLC By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx

Section 1031 Exchange. SELLER ASSIGNOR and PURCHASER ASSIGNEE hereby agree that PURCHASER ASSIGNEE shall have the right at any time prior to Closing to assign all or a portion of its rights under this Agreement to a “Qualified Intermediary Intermediary” (as that term is defined in Section 1.1031(k)-1(g)(4)(iii1.1031(k)1(g)(4)(iii) of the Treasury Regulations) in order to accomplish the transaction in a manner that will comply, either in whole or in part, with the requirements of a like-kind exchange pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended, amended ("“Code"”). Likewise, SELLER ASSIGNOR shall have the right at any time prior to Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary for the same purpose. In the event either party assigns its rights under this Agreement pursuant to this Section 2.7, such party agrees to notify the other party in writing of such assignment at or before Closing. If SELLER ASSIGNOR assigns its rights under this Agreement for this purpose, PURCHASER ASSIGNEE agrees to (ia) consent to SELLER'S ASSIGNOR’s assignment of its rights in this AgreementAgreement substantially in the form attached hereto as Exhibit B-1, and (iib) pay the Purchase Price into a qualified escrow or qualified trust account at Closing as directed in writingwriting upon satisfaction of the other conditions to Closing and other terms and conditions hereof. If PURCHASER ASSIGNEE assigns its rights under this Agreement for this purpose, SELLER ASSIGNOR agrees to (i) consent to PURCHASER'S ASSIGNEE’s assignment of its rights in this AgreementAgreement substantially in the form of Exhibit B-2, (ii) accept the Purchase Price from the qualified escrow or qualified trust account at Closing, and (iii) at Closing, convey and assign directly to PURCHASER ASSIGNEE the Property upon satisfaction of the other conditions to Closing and other terms and conditions hereof. SELLER ASSIGNOR and PURCHASER ASSIGNEE acknowledge and agree that any assignment of this Agreement to a Qualified Intermediary shall not release either party from any of their respective liabilities and obligations to each other under this Agreement, and that neither party represents to the other that any particular tax treatment will be given to either party as a result thereof. Notwithstanding the foregoing, the Closing Date shall be determined in accordance with Section 6.1.

Section 1031 Exchange. SELLER and PURCHASER BUYER hereby agree that PURCHASER either SELLER or BUYER shall have the right at any time prior to Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary (as that term is defined in Section 1.1031(k)-1(g)(4)(iii1.1031(k)-1(g)(4)(v) of the Treasury Regulations) in order to accomplish the transaction in a manner that will comply, either in whole or in part, with the requirements of a like-kind exchange pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended, (the "Code"). Likewise, SELLER shall have the right at any time prior to Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary for the same purpose. In the event either party assigns its rights under this Agreement pursuant to this Section 2.7, such party agrees to notify the other party in writing of such assignment at or before Closing. If SELLER assigns its rights under this Agreement for this purpose, PURCHASER BUYER agrees to (i) consent to SELLER'S 's assignment of its rights in this AgreementAgreement in form attached hereto as Exhibit B-1, and (ii) pay the Purchase Price into a qualified escrow or qualified trust account at Closing as directed in writing. If PURCHASER BUYER assigns its rights under this Agreement for this purpose, SELLER agrees to (i) consent to PURCHASER'S BUYER's assignment of its rights in this AgreementAgreement in the form of Exhibit B-2, (ii) accept the Purchase Price from the qualified escrow or qualified trust account at Closing, and (iii) at Closing, convey and assign directly to PURCHASER BUYER the Property which is the subject of this Agreement upon satisfaction of the other conditions to Closing and other terms and conditions hereof. SELLER and PURCHASER BUYER acknowledge and agree that any assignment of this Agreement to a Qualified Intermediary shall not release either party from any of their respective liabilities and obligations to each other under this Agreement, and that neither party represents to the other that any particular tax treatment will be given to either party as a result thereof. Notwithstanding the foregoing, the Closing Date shall be determined in accordance with Section 6.1.

Section 1031 Exchange. SELLER Seller and PURCHASER Buyer hereby agree that PURCHASER Seller shall have the right at any time prior to Closing to assign all or a portion of its rights under this Agreement to a “Qualified Intermediary Intermediary” (as that term is defined in Section 1.1031(k)-1(g)(4)(iii1.1031(k)-1(g)(4)(v) of the Treasury Regulations) in order to accomplish the transaction in a manner that will comply, either in whole or in part, with the requirements of a like-like kind exchange pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended, amended ("the “Code"”). Likewise, SELLER shall have the right at any time prior to Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary for the same purpose. In the event either party that Seller assigns its rights under this Agreement pursuant to this Section 2.712(j), such party Seller agrees to notify the other party Buyer in writing of such assignment at or before Closing. If SELLER Seller assigns its rights under this Agreement for this purpose, PURCHASER Buyer agrees to to: (ia) consent to SELLER'S Seller’s assignment of its rights in this Agreement, ; and (iib) pay the Purchase Price into a qualified escrow or qualified trust account at Closing as directed in writing. If PURCHASER assigns its rights under this Agreement for this purpose, SELLER Seller acknowledges and agrees to (i) consent to PURCHASER'S assignment of its rights in this Agreement, (ii) accept the Purchase Price from the qualified escrow or qualified trust account at Closing, and (iii) at Closing, convey and assign directly to PURCHASER the Property upon satisfaction of the other conditions to Closing and other terms and conditions hereof. SELLER and PURCHASER acknowledge and agree that any assignment of this Agreement to a Qualified Intermediary shall not release either party Seller from any of their its respective liabilities and obligations (including indemnity obligations) to each other the Buyer under this Agreement, and that neither no party hereto represents to the any other party that any particular tax treatment will be given to either a party as a result thereof. Notwithstanding Seller agrees that the foregoingBuyer will not incur any additional costs, expenses, fees or liabilities as a result of or connected with the Closing Date shall be determined like-kind exchange. [remainder of page intentionally left blank/ signature page follows] Please indicate your acceptance of this Agreement by executing in accordance with Section 6.1.the space provided below and returning a scanned copy to me. Sincerely, Dallas Petroleum Group, LLC /s/ Xxxx Xxxxxxxx Xxxx Xxxxxxxx President ACCEPTED AND AGREED: Xxxxxxx Midstream Partners LP By: Xxxxxxx Midstream Partners GP, Its general partner By: /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: CFO & Secretary Date: 10/12/2017

Section 1031 Exchange. SELLER ASSIGNOR and PURCHASER ASSIGNEE hereby agree that PURCHASER ASSIGNEE shall have the right at any time prior to Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary (as that term is defined in Section 1.1031(k)-1(g)(4)(iii1.1031(k)-1(g)(4)(v) of the Treasury Regulations) in order to accomplish the transaction in a manner that will comply, either in whole or in part, with the requirements of a like-kind exchange pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended, amended ("Code"). Likewise, SELLER ASSIGNOR shall have the right at any time prior to Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary for the same purpose. In the event either party assigns its rights under this Agreement pursuant to this Section 2.7, such party agrees to notify the other party in writing of such assignment at or before Closing. If SELLER ASSIGNOR assigns its rights under this Agreement for this purpose, PURCHASER ASSIGNEE agrees to (i) consent to SELLER'S ASSIGNOR's assignment of its rights in this AgreementAgreement in form attached hereto as Exhibit "B-1", and (ii) pay the Purchase Price into a qualified escrow or qualified trust account at Closing as directed in writing. If PURCHASER ASSIGNEE assigns its rights under this Agreement for this purpose, SELLER ASSIGNOR agrees to (i) consent to PURCHASER'S ASSIGNEE's assignment of its rights in this AgreementAgreement in the form of Exhibit "B-2", (ii) accept the Purchase Price from the qualified escrow or qualified trust account at Closing, and (iii) at Closing, convey and assign directly to PURCHASER ASSIGNEE the Property upon satisfaction of the other conditions to Closing and other terms and conditions hereof. SELLER ASSIGNOR and PURCHASER ASSIGNEE acknowledge and agree that any assignment of this Agreement to a Qualified Intermediary shall not release either party from any of their respective liabilities and obligations to each other under this Agreement, and that neither party represents to the other that any particular tax treatment will be given to either party as a result thereof. Notwithstanding the foregoing, the Closing Date shall be determined in accordance with Section 6.1.

Section 1031 Exchange. SELLER ASSIGNOR and PURCHASER ASSIGNEE hereby agree that PURCHASER either ASSIGNOR or ASSIGNEE shall have the right at any time prior to Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary (as that term is defined in Section 1.1031(k)-1(g)(4)(iii1.1031(k)-1(g)(4)(v) of the Treasury Regulations) in order to accomplish the transaction in a manner that will comply, either in whole or in part, with the requirements of a like-kind exchange pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended, (the "Code"). Likewise, SELLER shall have the right at any time prior to Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary for the same purpose. In the event either party assigns its rights under this Agreement pursuant to this Section 2.7, such party agrees to notify the other party in writing of such assignment at or before Closing. If SELLER ASSIGNOR assigns its rights under this Agreement for this purpose, PURCHASER ASSIGNEE agrees to (i) consent to SELLER'S ASSIGNOR's assignment of its rights in this AgreementAgreement in form attached hereto as Exhibit B-1, and (ii) pay the Purchase Price into a qualified escrow or qualified trust account at Closing as directed in writing. If PURCHASER ASSIGNEE assigns its rights under this Agreement for this purpose, SELLER ASSIGNOR agrees to (i) consent to PURCHASER'S ASSIGNEE's assignment of its rights in this AgreementAgreement in the form of Exhibit B-2, (ii) accept the Purchase Price from the qualified escrow or qualified trust account at Closing, and (iii) at Closing, convey and assign directly to PURCHASER ASSIGNEE the Property which is the subject of this Agreement upon satisfaction of the other conditions to Closing and other terms and conditions hereof. SELLER ASSIGNOR and PURCHASER ASSIGNEE acknowledge and agree that any assignment of this Agreement to a Qualified Intermediary shall not release either party from any of their respective liabilities and obligations to each other under this Agreement, and that neither party represents to the other that any particular tax treatment will be given to either party as a result thereof. Notwithstanding the foregoing, the Closing Date shall be determined in accordance with Section 6.1.

Section 1031 Exchange. SELLER Seller and PURCHASER Buyer hereby agree that PURCHASER Buyer shall have the right at any time prior to Closing to assign all or a portion of its rights under this Agreement to a “Qualified Intermediary Intermediary” (as that term is defined in Section 1.1031(k)-1(g)(4)(iii) of the Treasury Regulations) in order to accomplish the transaction in a manner that will comply, either in whole or in part, with the requirements of a like-like kind exchange pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended, amended ("the “Code"”). Likewise, SELLER Seller shall have the right at any time prior to Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary for the same purpose. In the event either party a Party assigns its rights under this Agreement pursuant to this Section 2.7, such party Party agrees to notify the other party Parties in writing of such assignment at or before Closing. If SELLER Seller assigns its rights under this Agreement for this purpose, PURCHASER Buyer agrees to to: (ia) consent to SELLER'S Seller’s assignment of its rights in this Agreement, ; and (iib) pay the Purchase Price into a qualified escrow or qualified trust account at Closing as directed in writing. If PURCHASER Buyer assigns its rights under this Agreement for this purpose, SELLER Seller agrees to to: (i) consent to PURCHASER'S Buyer’s assignment of its rights in this Agreement, ; (ii) accept the Purchase Price from the qualified escrow or qualified trust account at Closing, ; and (iii) at Closing, convey and assign directly to PURCHASER Buyer the Property Conveyed Interests upon satisfaction of the other conditions to Closing and other terms and conditions hereof. SELLER Seller and PURCHASER Buyer acknowledge and agree that any assignment of this Agreement to a Qualified Intermediary shall not release either party any Party from any of their its respective liabilities and obligations to each the other Parties under this Agreement, and that neither party no Party represents to the any other Party that any particular tax treatment will be given to either party a Party as a result thereof. Notwithstanding Seller and Buyer further agree that the foregoingParty not electing to effect a like-kind exchange will not incur any additional costs, expenses, fees or liabilities as a result of or connected with the like-kind exchange and will be held harmless and indemnified by the Party electing to effect a like-kind exchange from and against any such additional costs, expenses, fees or liabilities. Seller and Buyer acknowledge and agree that a Party’s election to structure the transaction under this Agreement as part of a like-kind exchange shall not extend the Closing Date and, in the event that the like-kind exchange cannot be structured such that the Closing shall be determined in accordance with Section 6.1occur on the Closing Date, then the Closing shall occur without the transaction being structured as a like-kind exchange.

Section 1031 Exchange. SELLER Seller and PURCHASER Buyer hereby agree that PURCHASER Seller shall have the right at any time prior to Closing to assign all or a portion of its rights under this Agreement to a “Qualified Intermediary Intermediary” (as that term is defined in Section 1.1031(k)-1(g)(4)(iii1.1031(k)-1(g)(4)(v) of the Treasury Regulations) in order to accomplish the transaction in a manner that will comply, either in whole or in part, with the requirements of a like-like kind exchange pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended, amended ("the “Code"”). Likewise, SELLER shall have the right at any time prior to Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary for the same purpose. In the event either party that Seller assigns its rights under this Agreement pursuant to this Section 2.712(j), such party Seller agrees to notify the other party Buyer in writing of such assignment at or before Closing. If SELLER Seller assigns its rights under this Agreement for this purpose, PURCHASER Buyer agrees to to: (ia) consent to SELLER'S Seller’s assignment of its rights in this Agreement, ; and (iib) pay the Purchase Price into a qualified escrow or qualified trust account at Closing as directed in writing. If PURCHASER assigns its rights under this Agreement for this purpose, SELLER Seller acknowledges and agrees to (i) consent to PURCHASER'S assignment of its rights in this Agreement, (ii) accept the Purchase Price from the qualified escrow or qualified trust account at Closing, and (iii) at Closing, convey and assign directly to PURCHASER the Property upon satisfaction of the other conditions to Closing and other terms and conditions hereof. SELLER and PURCHASER acknowledge and agree that any assignment of this Agreement to a Qualified Intermediary shall not release either party Seller from any of their its respective liabilities and obligations (including indemnity obligations) to each other the Buyer under this Agreement, and that neither no party hereto represents to the any other party that any particular tax treatment will be given to either a party as a result thereof. Notwithstanding Seller agrees that the foregoingBuyer will not incur any additional costs, expenses, fees or liabilities as a result of or connected with the Closing Date shall be determined like-kind exchange. [remainder of page intentionally left blank/ Please indicate your acceptance of this Agreement by executing in accordance with Section 6.1.the space provided below and returning a scanned copy to me. Sincerely, Dallas Petroleum Group, LLC /s/ Xxxx Xxxxxxxx Xxxx Xxxxxxxx President ACCEPTED AND AGREED: Xxxxxxx Midstream Partners LP By: Xxxxxxx Midstream Partners GP, Its general partner By: /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: CFO & Secretary Date: 10/12/2017

Section 1031 Exchange. SELLER ASSIGNOR and PURCHASER ASSIGNEE hereby agree that PURCHASER ASSIGNEE shall have the right at any time prior to Closing to assign all or a portion of its rights under this Agreement to a “Qualified Intermediary Intermediary” (as that term is defined in Section 1.1031(k)-1(g)(4)(iii1.1031(k)1(g)(4)(iii) of the Treasury Regulations) in order to accomplish the transaction in a manner that will comply, either in whole or in part, with the requirements of a like-like- kind exchange pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended, amended ("“Code"”). Likewise, SELLER ASSIGNOR shall have the right at any time prior to Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary for the same purpose. In the event either party assigns its rights under this Agreement pursuant to this Section 2.7, such party agrees to notify the other party in writing of such assignment at or before Closing. If SELLER ASSIGNOR assigns its rights under this Agreement for this purpose, PURCHASER ASSIGNEE agrees to (ia) consent to SELLER'S ASSIGNOR’s assignment of its rights in this AgreementAgreement substantially in the form attached hereto as Exhibit B-1, and (iib) pay the Purchase Price into a qualified escrow or qualified trust account at Closing as directed in writingwriting upon satisfaction of the other conditions to Closing and other terms and conditions hereof. If PURCHASER ASSIGNEE assigns its rights under this Agreement for this purpose, SELLER ASSIGNOR agrees to (i) consent to PURCHASER'S ASSIGNEE’s assignment of its rights in this AgreementAgreement substantially in the form of Exhibit B-2, (ii) accept the Purchase Price from the qualified escrow or qualified trust account at Closing, and (iii) at Closing, convey and assign directly to PURCHASER ASSIGNEE the Property upon satisfaction of the other conditions to Closing and other terms and conditions hereof. SELLER ASSIGNOR and PURCHASER ASSIGNEE acknowledge and agree that any assignment of this Agreement to a Qualified Intermediary shall not release either party from any of their respective liabilities and obligations to each other under this Agreement, and that neither party represents to the other that any particular tax treatment will be given to either party as a result thereof. Notwithstanding the foregoing, the Closing Date shall be determined in accordance with Section 6.1.