EX-10.16.1.1




 Exhibit 10.16.1.1 

When Recorded, Mail To: 
 Attn: DJ Land Manager 

1625 Broadway, Suite 2200 
 Denver, CO 80202 

FORM OF 
 AMENDMENT 01

 TO 
 THAT CERTAIN

 SECOND AMENDED AND RESTATED 

PRODUCED WATER SERVICES AGREEMENT 

GREELEY CRESCENT 

CONTRACT NUMBER:LAGC05-PW 

This AMENDMENT 01 (this “Amendment”) shall be effective among Noble Energy, Inc., a Delaware corporation (the
“Producer”) and Laramie River DevCo LP, a Delaware limited partnership, together with its permitted successors and assigns (“Midstream Co”) as of September 1, 2016 (the “Amendment Effective
Time”). This Amendment modifies that certain Second Amended and Restated Produced Water Services Agreement, effective as of March 31, 2016 (the “Agreement”), which has been given contract number LAGC05-PW and is
comprised of (i) that certain Second Amended and Restated Agreement Terms and Conditions Relating to Produced Water Services (the “Agreement Terms and Conditions”), last updated March 31, 2016, together with
(ii) that certain Second Amended and Restated Agreement Addendum 05 (the “Agreement Addendum”), effective as of March 31, 2016. The Agreement Terms and Conditions, the Agreement Addendum and this Amendment shall
constitute one contract and shall be the Agreement of the Parties. 
 WHEREAS, capitalized terms used herein have the meanings assigned to
such terms in the Agreement Terms and Conditions. 
 WHEREAS, Section 16.1 of the Agreement (which appears in the Agreement Terms and
Conditions) prohibits either Party to the Agreement from assigning its rights and obligations, except that Producer may assign its rights and obligations to any Person (herein, the “Transferee”) to whom Producer transfers Dedicated
Properties so long as such Transferee assumes the rights and obligations of Producer with respect to such transferred Dedicated Properties. 

WHEREAS, pursuant to that certain Purchase and Sale Agreement, by and among Producer, NBL Energy Royalties, Inc. and Noble Energy WyCo, LLC,
collectively as the Seller, and Synergy Resources Corporation, as Purchaser (the “Transferee”), executed May 2, 2016 with an effective time of April 1, 2016 at 12:01 AM, Producer agreed to sell approximately 30,000
acres of the Dedicated Properties to the Transferee. 








 WHEREAS, pursuant to Section 2.1 of the Agreement Terms and Conditions, Producer has
dedicated and committed to deliver to Midstream Co under the Agreement, as and when produced, all of the Dedicated Production and agreed not to deliver any Dedicated Production to any other gatherer, purchaser, or other Person prior to delivery to
Midstream Co at the Receipt Points. 
 WHEREAS, at certain times prior to or after connection of the Individual System to a particular Well
or Separator Facility, the Individual System may not be available to accept deliveries of Dedicated Production. 
 WHEREAS, during such
times, Producer remains obligated to deliver the Dedicated Production to Midstream Co and Midstream Co remains obligated to arrange for the disposal of such Dedicated Production, and the Parties desire to amend the Agreement to provide for the
flexibility required. 
 WHEREAS, the Parties agree and acknowledge that amendments to the Agreement Terms and Conditions set forth herein
constitute an amendment only to the Agreement and not to any other agreement in respect of produced water services to which Producer or Midstream Co is a party. 

NOW, THEREFORE, in consideration of the foregoing recitals, which are incorporated herein and the mutual agreements in the Agreement,
Midstream Co and Producer hereby agree as follows: 
 1. Amendments to Article 1. 

1.1 The following defined terms are hereby amended and restated in their entirety to read as follows: 

“Facility Segment” means each segment of an Individual System comprised of facilities beginning at a Receipt Point and ending
at an Internal Transfer Point. If an Individual System does not contain any such distinct segment, then the term Facility Segment shall be synonymous with Individual System. 

“Individual Fee” means the aggregate of the Individual First Phase Fee, the Individual Second Phase Fee and the Individual
Disposal by Truck Fee; provided that for purposes of the annual escalation in the Individual Fee described in Section 6.2(b), such term shall not include any Reimbursed Amount. 

“Individual Second Phase Fee” means the Monthly fee for providing Second Phase Services at a particular Individual System, as
set forth opposite the heading “Individual Second Phase Fee” on the applicable Midstream Agreement Addendum; provided that the Individual Second Phase Fee shall accrue only with respect to Services performed by Midstream Co on
Product flowing through an Individual System. 

  
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 “Individual System” means the portion of the System beginning at the Receipt
Points and ending at the Delivery Points. The Individual Systems in existence on the Effective Date are more particularly described in writing between Producer and Midstream Co. Additional Individual Systems may be added to the System from time to
time in satisfaction of the needs identified by Producer and evidenced in writing between Producer and Midstream Co. 
 “Other System
Fuel” means any natural gas delivered into Midstream Co’s custody by Producer pursuant to a Transaction Document between Producer and Midstream Co and measured and used as fuel by Midstream Co. 

1.2 The defined terms “Drip Condensate”, “Gas”, “Gas System”, “Individual Second Phase
Rate”, and “Other Services” are hereby deleted. 
 1.3 Clauses (a) and (b) of the defined term
“Dedicated Production” are hereby amended and restated to read as follows: “(a) Product owned by Producer or an Affiliate of Producer and produced from a Well within the Dedication Area that is operated by Producer or an Affiliate
under the Control of Producer, (b) Reserved, and”. 
 1.4 The defined term “Product” is hereby amended
by inserting the following sentence at the end of such definition: 
 “In the event Producer exercises its Trucking Election, the term
“Product” shall refer to all water that is accepted for delivery at a SWD Trucking Facility for the account of Midstream Co.” 

1.5 The defined term “Services” is hereby amended by deleting “and (g)” at the end of clause (f) and
inserting in place thereof the following: “, (g) Trucked Water Services and (h)”. 
 1.6 The following new
definitions shall be added to Article 1 in alphabetical order: 
 “Approved SWD Vendor” means Midstream Co or a Third Party,
in either case, as mutually agreed in writing by the Parties; provided, however, that if an Approved SWD Vendor rejects any Product delivered to a SWD Trucking Facility for quality or safety reasons, then Midstream Co shall be entitled to select an
alternative vendor to take title to, store, handle, and dispose of such Product without obtaining Producer’s approval of such vendor, and such vendor shall be deemed an Approved SWD Vendor for such purpose. 

“Flowback” means the water-based solution that flows back to the surface during and after the completion of hydraulic
fracturing a Well. 
 “Flowback Period” means, with respect to a Well, the period of time commencing on the Day Flowback
begins to return to the surface and ending on the earlier of the date (a) on which such Well or the Separator Facility to which such Well is connected is connected to the Individual System or (b) that is 10 Days following the first Day of
the applicable Flowback Period. 

  
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 “Individual Disposal by Truck Fee” means the Monthly fee for providing Trucked
Water Services with respect to Dedicated Production delivered to a SWD Trucking Facility, as set forth opposite the heading “Individual Disposal by Truck Fee” on the applicable Midstream Agreement Addendum; provided that the
Individual Disposal by Truck Fee shall accrue only with respect to Dedicated Production delivered by truck to a SWD Trucking Facility. 

“Pipeline Unavailability” means any time during which the Individual System is not capable of accepting or transporting
volumes of Product for any reason, including Flowback that exceeds the capacity of the Individual System, Flowback at a time when the Individual System is not yet online, curtailments on the Individual System and interruptions of Service. 

“SWD Trucking Facility” means an Approved SWD Vendor’s saltwater disposal well that Midstream Co has designated for
disposal of Dedicated Production that is transported by truck. 
 “Transporter” means a wastewater truck transportation
company engaged by Producer or Midstream Co, as applicable, to transport Trucked Volumes to the SWD Trucking Facility. 
 “Trucked
Volumes” has the meaning given to it in Section 18.3(a). 
 “Trucked Water Services” means, at any time
when Producer has exercised its Trucking Election, Midstream Co shall make arrangements for the disposal of Dedicated Production that arrives by truck at the applicable SWD Trucking Facility. In addition, in connection with a Trucking Election,
(a) during a Flowback Period, if Producer requests and Midstream Co agrees, then with Producer’s reasonable cooperation, Midstream Co will arrange for the dispatching of the applicable trucks to the applicable SWD Trucking Facility and
otherwise coordinate the water hauling trucks and (b) at all other times during a Pipeline Unavailability in which Producer has made a Trucking Election, Midstream Co shall arrange for the dispatching of the applicable trucks to the applicable
SWD Trucking Facility and otherwise coordinate the water hauling trucks. 
 “Trucking Election” has the meaning given to it
in Section 2.3(b). 
 2. Amendments to Article 2. 

2.1 Section 2.3(b) of the Agreement Terms and Conditions is hereby amended and restated in its entirety to read:
“(b) during Pipeline Unavailability, Producer may elect to deliver Dedicated Production directly to a SWD Trucking Facility (the “Trucking Election”); and”. 

  
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 2.2 Section 2.3(d) of the Agreement Terms and Conditions is hereby
amended and restated in its entirety to read: “(d) to pool, communitize or unitize Producer’s interests with respect to Dedicated Production”. 

2.3 Section 2.4(b)(iv) of the Agreement Terms and Conditions is amended and restated in its entirety to read:
“(iv) Reserved.”. 
 3. Amendments to Article 3. 

3.1 Section 3.1(e) of the Agreement Terms and Conditions is hereby amended by deleting the sentence that reads as
follows “In the sole discretion of each Person serving as a Midstream Co under a Midstream Agreement Addendum, such Midstream Co may work with any other Midstream Co to prepare and deliver a System Plan jointly.” and inserting in place
thereof the following sentence: “Midstream Co may, in its sole discretion, work with OpCo or any of OpCo’s subsidiaries to prepare and deliver a System Plan jointly with such other entity or entities.” 

3.2 Section 3.2 of the Agreement Terms and Conditions is hereby amended by inserting the following new clause
(e) immediately following clause (d) of such Section 3.2: 
 “(e) Substation and Interconnection
Facilities. The obligations of Midstream Co hereunder to design and construct the Individual System and to perform the Services do not include the design or construction of any substation or other interconnecting facilities required to procure
electricity for the Individual System. If a substation or any other interconnecting facility is required in order for Midstream Co to perform its obligations hereunder, Midstream Co and Producer shall enter into a separate agreement setting forth
each Party’s responsibilities in connection therewith, including an allocation of responsibility for all associated costs and expenses.” 

4. Amendments to Article 6. 

4.1 Clause (ii) of Section 6.1 of the Agreement Terms and Conditions is hereby amended and restated in its
entirety to read as follows: “(ii) the Individual Second Phase Fee, if any, applicable to Second Phase Services performed within the Dedication Area,” 

4.2 Section 6.1 of the Agreement Terms and Conditions is further amended by deleting the period at the end of such
Section 6.1 and inserting in place thereof the following clause: “and (iv) the Individual Disposal by Truck Fee, if any.” 

4.3 Section 6.3(d) of the Agreement Terms and Conditions is hereby amended and restated in its entirety to read as
follows: “Other System Fuel. Midstream Co may elect to use Other System Fuel as fuel to operate the Individual System, or to generate electricity for the operation of the Individual System and shall account for any Other System Fuel used
by Midstream Co. Producer, at its sole cost and expense, shall procure all fuel, in addition to Other System Fuel used by Midstream Co, if any, required to operate the Individual System or to generate electricity for the operation of the Individual
System and arrange for transportation of such fuel to the Individual System.”. 

  
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 5. Amendments to Article 8. Clause (d) of Section 8.2 of the Agreement
Terms and Conditions is hereby amended by deleting the phrase “and Section 17.11 shall” and inserting in place thereof the clause: “, Section 17.11 and Section 18.7 shall”. 

6. New Article 18. The following new Article 18 shall be inserted immediately following the conclusion of Article 17 of
the Agreement Terms and Conditions: 
 Article 18 

Pipeline Unavailability 

Section 18.1 Pipeline Unavailability. 

(a) It is the intention of the Parties to use the Individual System for all Dedicated Production. To accommodate operational
upsets and periods of increased flow (such as during Flowback), the Parties have agreed under Section 2.3(b) that, during Pipeline Unavailability, Producer shall elect to either (i) exercise the Trucking Election or (ii) cease
producing Dedicated Production until the end of the Pipeline Unavailability, as provided in Section 18.2. To the extent Producer exercises its Trucking Election, this Article 18 shall govern with respect to the Trucked Volumes and
the other matters set forth herein, rather than Articles 4, 7 (other than Section 7.3 as it applies to Trucked Volumes delivered to a SWD Trucking Facility that fail to meet the quality requirements of
Section 18.3(d)) and 9 and Sections 5.1, 5.2, 5.3, 5.4, and 5.6. 
 (b)
The Parties agree that during Pipeline Unavailability, Producer shall not have the right to temporary services under Sections 3.3(a) and 3.3(b) of the Agreement or to a temporary release under Section 2.4(b)(ii) of the
Agreement except to the extent that Midstream Co fails to provide Trucked Water Services. 
 (c) At Producer’s election,
if the Pipeline Unavailability arises from Midstream Co’s failure to meet an On-Line Deadline, Producer may exercise its Trucking Election for so long as it desires, rather than exercising its right to a permanent release under
Section 2.4(a)(i) and Section 2.4(a)(ii). If the Parties have agreed to connect the applicable Individual System to a Well or Separator Facility after Flowback has started, then the fact of a Pipeline Unavailability occurring
after Flowback has started shall not constitute a failure by Midstream Co to meet an On-Line Deadline and Producer shall not have a right to a permanent release under Section 2.4(a)(i) and Section 2.4(a)(ii) until such time
as the agreed upon connection date has passed. 
 Section 18.2 Exercise of Trucking Election. 

(a) In the event that Pipeline Unavailability will result from a Well completion prior to the connection of the Individual
System, Producer shall give Midstream Co notice that Dedicated Production is expected to be produced from the applicable Well at least 72 hours prior to such production. If Pipeline Unavailability arises after the applicable Well or Separator
Facility is online, 

  
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Midstream Co shall deliver notice to Producer of planned and unplanned curtailments and interruptions as required in Section 5.5. 

(b) Once Producer or Midstream Co, as applicable, has delivered notice to the other Party that a Pipeline Unavailability is
expected (or has occurred), Producer will inform Midstream Co whether Producer elects to exercise its Trucking Election or to cease producing Dedicated Production until the end of the Pipeline Unavailability. If Producer exercises the Trucking
Election during the Flowback Period, Producer shall coordinate with the water hauling trucks and arrange for transportation of the Dedicated Production to the SWD Trucking Facility at its sole cost and expense until the end of the Flowback Period.
At all other times during a Pipeline Unavailability, including when Flowback is occurring after the expiration of the Flowback Period, Midstream Co shall coordinate with the water hauling trucks and arrange for transportation of the Dedicated
Production to the SWD Trucking Facility as part of the Trucked Water Services unless Producer has elected to cease producing Dedicated Production. 

Section 18.3 Delivery of and Title to Trucked Volumes. 

(a) Trucked Water Services Obligation. Upon the exercise of a Trucking Election, Midstream Co shall cause an Approved
SWD Vendor to accept delivery of, take title to, store, handle and dispose of Dedicated Production that is delivered by truck to a SWD Trucking Facility. Upon the exercise of a Trucking Election, Midstream Co may, in its sole discretion, also accept
delivery of, take title to, store, handle and dispose of other Product delivered by truck to a SWD Trucking Facility. The volumes that are actually delivered by truck shall be referred to as “Trucked Volumes”. 

(b) Consistent Volumes. The Trucked Volumes delivered to the applicable SWD Trucking Facility shall be at a rate of
delivery that is as uniform as reasonably possible in accordance with Producer’s drilling, completion, and frac schedule. 

(c) Title and Custody. Title to and risk of loss to the Trucked Volumes and all contents thereof shall pass from
Producer to Approved SWD Vendor when delivered into Approved SWD Vendor’s storage tanks at the SWD Trucking Facility, unless the Parties otherwise agree in writing. 

(d) Quality. Producer represents and warrants that all Trucked Volumes delivered to an Approved SWD Vendor may lawfully
be disposed of in Class II disposal wells. Midstream Co’s performance of Trucked Water Services for any Trucked Volumes that do not meet such requirement shall not relieve Producer from any liability for Producer’s breach of the foregoing
representation and warranty nor serve as a waiver of any rights or remedies available to Midstream Co therefor. 
 (e)
Prohibition on Skimming. The Party that coordinates the water hauling trucks shall direct the Transporter not to skim, transfer, sell, or otherwise remove hydrocarbons or Trucked Volumes from trucks after receipt by such Transporter and prior
to such Trucked Volumes being received by the Approved 

  
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SWD Vendor. If the Approved SWD Vendor alleges that the Trucked Volumes delivered appear to have been handled in a manner inconsistent with the foregoing sentence, Producer shall corporate with
Midstream Co and the Approved SWD Vendor in a review and analysis and, if required by the Approved SWD Vendor, take corrective action in a timely manner. If Transporters engaged by Producer fail to comply with the directions received, then Midstream
Co may direct Producer to use a different Transporter. 
 Section 18.4 Unavailability of a SWD Trucking Facility.
If for any reason there is a disruption of receipts at the SWD Trucking Facility, the Parties shall work in good faith to find a mutually agreeable resolution. If for any reason Midstream Co receives reimbursements in respect of trucking as a result
of an originally scheduled SWD Trucking Facility being unable to accept deliveries, Midstream Co shall disclose such reimbursements on the applicable invoice and pass through such reimbursements to Producer if Producer paid the costs of the
applicable Transporter directly. 
 Section 18.5 Testing; Non-Conforming Product. If requested by Midstream Co,
Producer shall obtain water samples for analyses and retain appropriate qualified personnel to conduct analyses following methodologies considered appropriate in the industry or shall permit Midstream Co to obtain such samples. 

Section 18.6 Producer’s Grant of Access. Producer hereby grants to Midstream Co, and shall grant to each
Transporter, without warranty of title, either express or implied, to the extent that it may lawfully and is contractually permitted to do so without the incurrence of additional expense, the rights of ingress and egress with respect to, and the
right to access, all lands constituting Dedicated Properties for the purposes of (a) transporting Trucked Volumes, and (b) obtaining water samples as described in Section 18.5. 

Section 18.7 Information. Producer agrees that information it supplies to Midstream Co regarding anticipated
volumes of Dedicated Production and Trucked Volumes may be shared with an Approved SWD Vendor to the extent required by the applicable Approved SWD Vendor to assist in planning and operations, and Producer agrees to provide additional information
regarding anticipated volumes of Dedicated Production and Trucked Volumes to the extent requested by Midstream Co in response to inquiries from an Approved SWD Vendor (so long as Midstream Co is required to deliver the requested information in order
to comply with Midstream Co’s contractual arrangements with such Approved SWD Vendor). Under Section 3.1, Midstream Co has the right to hold certain meetings with Producer, and at the request of Midstream Co, one of such meetings
per year may be held in conjunction with the Approved SWD Vendor to discuss confer regarding planned activities. 

Section 18.8 Indemnification in Respect of Trucked Volumes. Without in any way limiting any indemnification
obligation otherwise set forth in the Agreement, the Parties agree that the indemnification obligations of Producer set forth in Section 7.3 and Section 15.2(b) apply to Trucked Volumes delivered to a SWD Trucking Facility.


  
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 Section 18.9 Invoices from Approved SWD Vendor. The Party that
engages the Transporter shall take all reasonable measures to ensure that the invoicing procedures that Midstream Co has negotiated with the Approved SWD Vendor are used, including notation of the geographic area to which the services pertain.
Midstream Co shall provide a written copy of such procedures to Producer upon request. 
 7. Amendments to Agreement Addendum. 

7.1 The description of the “Dedication Area” appearing in Agreement Addendum 05 is hereby amended and restated in its
entirety to read as follows: 
  

											
	 Dedication Area
	 	 The following areas within Weld County, Colorado

					
	 	 	 	  	Township	  	Range	 	  	Sections
		 		  	T7N	  	 	R65W	  	  	ALL
		 		  	T6N	  	 	R65W	  	  	1-5, 9-17, 20-29, 33-36
		 		  	T5N	  	 	R67W	  	  	13, 14, 23-26, 35, 36
		 		  	T5N	  	 	R66W	  	  	18-20, 25, S/2 26, 27-36
		 		  	T5N	  	 	R65W	  	  	1-3, E/2 4, 14
		 		  	T4N	  	 	R67W	  	  	1,2, 26, 27, 34, 35
		 	Except and excluding the wells, leases, and other acreage described in the property exhibits attached to the Releases of Dedication.

 7.1 The specifications regarding the “Individual Second Phase Rate” appearing in the
Agreement Addendum are hereby amended and restated in their entirety and the specifications regarding the “Individual Disposal By Truck Fee” are hereby added to the Agreement Addendum as follows: 

 

			
	 Individual Second Phase Fee
	  	An amount equal to the actual costs incurred by Midstream Co for providing the Second Phase Services multiplied by 1.05.
		
	 Individual Disposal by Truck Fee
	  	An amount equal to the actual costs incurred by Midstream Co for providing the Trucked Water Services with respect to Dedicated Production delivered to a SWD Trucking Facility multiplied by 1.05.

 8. Confidentiality. Pursuant to Section 17.11 of the Agreement (which appears in the Agreement
Terms and Conditions), the Parties have agreed to treat the information exchanged in connection with and the provisions of the Agreement as confidential. In addition, confidential treatment has been requested with the Securities and Exchange
Commission for the pricing terms of the Agreement and the Parties agree to take appropriate measures to abide by the requirements imposed by the Securities and Exchange Commission to preserve such confidential treatment, if granted. 

  
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 9. Confirmation. The provisions of the Agreement, as amended by this Amendment, shall
remain in full force and effect following the effectiveness of this Amendment. No provision of the Agreement is amended or otherwise modified hereby, except as expressly stated herein. 

10. No Waiver. The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy
of any Party to the Agreement, nor constitute a waiver of any provision of the Agreement. On and after the Amendment Effective Time, this Amendment shall for all purposes constitute a part of the Agreement. 

11. Counterparts. This Amendment may be executed in any number of counterparts, and each such counterpart hereof shall be deemed to be
an original instrument, but all of such counterparts shall constitute for all purposes one agreement. Any signature hereto delivered by a Party by electronic mail shall be deemed an original signature hereto. 

12. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State, excluding any conflicts
of law rule or principle that might refer construction of such provisions to the laws of another jurisdiction. 
 (Signature Pages follow)


  
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 IN WITNESS WHEREOF, the Parties hereto have executed this Amendment to the Agreement in
duplicate originals to be effective as of the Amendment Effective Time. 
  

			
	 “Producer”
  

NOBLE ENERGY, INC.

		
	By:	 	 
		 	Gary W. Willingham
		 	Executive Vice President

  

					
	STATE OF TEXAS	  	



 	  	ss.
	COUNTY OF HARRIS	  	  	

  
 The foregoing instrument was acknowledged before me this
             day of                         ,
                    , by Gary W. Willingham as Executive Vice President of Noble Energy, Inc., a Delaware corporation. 

WITNESS my hand and official seal. 
 My commission expires:
                             

 

	
	
	   

	Notary Public



  




  
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	 “Midstream Co”
  

LARAMIE RIVER DEVCO LP

			
		 	By:	 	Laramie River DevCo GP LLC
		 		 	By:	 	Noble Midstream Services, LLC
					
		 		 		 	By:	 	 
		 		 		 		 	Terry R. Gerhart
		 		 		 		 	Chief Executive Officer

  
  

					
	STATE OF TEXAS	  	



 	  	ss.
	COUNTY OF HARRIS	  	  	

 The foregoing instrument was acknowledged before me this
                     day of
                        ,
                        , by Terry R. Gerhart as Chief Executive Officer of Noble Midstream Services, LLC, which is the
sole member of Laramie River DevCo GP LLC, which is the general partner of Laramie River DevCo LP, a Delaware limited partnership. 
 WITNESS my hand and
official seal. 
 My commission expires:
                                     

 

	
	
	   

	Notary Public



  
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