CONTRIBUTION AND TRANSFER AGREEMENT
This Contribution and Transfer Agreement (this "Agreement") is made and effective as of May 27, 2015, by and among Acacia Natural Gas Corp I, Inc., a Delaware corporation ("Acacia"), and EnLink Midstream Partners, LP, a Delaware limited partnership (the "Partnership"). Capitalized terms used herein without definition have the respective meanings set forth in Section 1.1.
WHEREAS, Acacia and EnLink Midstream Operating, LP, a Delaware limited partnership and a wholly-owned subsidiary of the Partnership ("Operating"), are the sole limited partners of EnLink Midstream Holdings, LP, a Delaware limited partnership ("Holdings");
WHEREAS, the general partner of Holdings is a wholly-owned subsidiary of Operating;