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Home My WebLink About20150073.tiff CERTIFICATE OF CONVEYANCES WELD COUNTY STATE OF COLORADO DEPARTMENT OF PLANNING SERVICES COUNTY OF WELD Heritage Title Company, Inc. hereby certifies that it has made a careful search of its records and finds the following conveyances affecting the real estate described herein since August 30, 1972, and the most recent deed recorded prior to August 30, 1972. LEGAL DESCRIPTION The West Half of the Northwest Quarter of Section 13, Township 10 North, Range 61 West of the Sixth Principal Meridian, County of Weld, State of Colorado. CONVEYANCES (If none appear, so state): Reception No. 866651 Book 1075 Page 263 Reception No. 1660212 Book 738 Reception No. 2281326 Book 1329 Reception No. 2390202 Book 1443 I Reception No. 2400249 Book 1453 Reception No. 3602612 ' Book Reception No. 3760403 Book Reception No. 3816626 Book Reception No. 3980080 Book _J This certificate is made for the use and benefit of the Department of Planning Services of Weld County, Colorado. This certificate is not to be construed as an Abstract of Title, Opinion of Title or a Guarantee of Title and the liability of Heritage Title Company, Inc. is hereby limited to the fees paid for this Certificate. In Witness Whereof, Heritage Title Company, Inc., has caused this Certificate to be signed by its proper officer this 13th day of June, 2014, at 7:00 am. Order No. H0404860 Heritage Title Company, Inc. Authorized Signatory • 3980080 11/22/2013 04:35 PM Total Pages:5 Rec Fee: $31.00 Doc Fee: $900,00 Steve Moreno -Clerk and Recorder,Weld County, CO When recorded return to: • Grassland Water Solutions LLC • 1400 16th Street Mall,Suite 400 Denver,CO 80202 ' Attention: Christopher P.Dietzler SPECIAL WARRANTY DEED (Statutory Short Form-C.R.S. §38-30-115) Halliburton Energy Services,Inc., a Delaware corporation("Grantor"), whose address is 10200 Bellaire Boulevard,Houston,Texas,77072,for good and valuable consideration, in hand paid,hereby sells and conveys to Grassland Water Solutions LLC, a Delaware limited liability company, whose address is 800 East Roosevelt Road, Building A, Suite 240, Glen Ellyn, IL 60137,the real property in the County of Weld,State of Colorado,described as follows: The West Half of the Northwest Quarter of Section 13, Township 10 North, Range 61 West of the Sixth Principal Meridian together with all improvements located thereon and all appurtenances thereto,including but not - o limited to all of Grantor's interest in and to the rights to designated ground water within. the Laramie-Fox Hills and Upper Laramie aquifers underlying said lands that is within the present 4 boundaries of the Upper Crow Creek Designated Ground Water Basin ;L 4.7 Grantor warrants the title to the same against all persons claiming by,through,or under Grantor,but not otherwise,and subject to the general real property taxes for the year 2013,a Ilea not yet due and payable, and subject to those matters of record described on Exhibit A attached hereto. • [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]• • yll vsr -1- 2957783.1 3980080 11/2212013 04:35 PM Page 2 of 5 IN WITNESS WHEREOF, Grantor has executed this deed as of November �✓ 2013. Hallibnrton Energy Services,Inc., a Delaware rporation By: Name:Its: .1. STATE OF TEXAS ) ) ss. COUNTY OF HARRIS ) The foregoing instrument was acknowledged before me this 13th day of November, 2013, by Woody Kemp 7r., the Attorney-in-Fact of Hol1iburton Energy Services, Inc., a Delaware corporation, WITNESS my hand and official seal. • Notary Public • My Commission Lxpires: �Yrvt TINA ROBERTSON 14 ' .) Notary Publio,State of Texas P; T MyCommissionE.xpires • Februa 18,2015 • • • • -2- • • 3980080 11/22/2013 04:35 PM • Page 3 of 5 • EXHIBIT A • 1. Any facts,rights,interests,or claims that are not shown by the Public Record but that could be ascertained by an inspection of the Land or that may be asserted by persons in possession of the Land. 2. Easements,liens or encumbrances,or claims thereof,not shown by the Public Records. 3. Any encroachment,encumbrance,violation,,variation,conflict in.boundary lines, or adverse circumstance affecting the Title that would be disclosed by an accurate and complete land survey of the Land and not shown by the Public Records. 4. Any lien,or right to a lien,for services,labor or material heretofore or hereafter furnished,imposed by law and not shown by the Public Records. 5. (a)Taxes or assessments that are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real property or by the Public Records;(b)proceedings by a public agency that may result in taxes or assessments,or notices of such proceedings,whether or not shown by the records of such agency or by the Public Records. • 6. Water rights,claims or title to water,whether or not shown by the Public Records. 7. Any interest which may have been acquired by the public in the North 30 feet and the West 30 feet of the subject property by reason of Resolution of the Board of County Commissioners recorded October 14, 1889 in Book 86 at Page 273 which provides for public roads 30 feet on each side of Section lines on the public domain. 8. The right of a.proprietor of a vein or lode to extract and remove his ore therefrom should the same be found to penetrate or intersect the premises,as reserved in United States Patent recorded October 3,1898 in Book 51 at Page 386. 9. Reservation of a one-half interest in oil,gas and other minerals as reserved in Deed recorded February 27,1941 in Book 1075 at Page 263,and any and all assignments thereof or interests therein. 10. Temas,agreements,provisions,conditions and obligations as contained in Oil and Gas Lease recorded January 5,1981 at Reception No. 1845841,and any and all assignments thereof or interests therein. 11. Terms,agreements,provisions,conditions and obligations as contained in Oil and .Gas Lease recorded October 5,1990 at Reception No.022293 61,and any and all assignments thereof or interests therein. 3980080 11/22/2013 04:35 PM • Page 4 of 5 12. Notice pursuant to C.R.S.Sec.9-1.5403(1)as amended Concerning Underground Facilities of Wiggins Telephone Association recorded October 14, 1992 in Book 1354 at Reception No.2306829. . • 13. Easement for pipelines and incidental purposes granted to Walsh Production,Inc., . as set forth in instrument recorded January 19,2006 at Reception No.3356145. NOTE: Partial Assignment and Bill of Sale in connection therewith recorded July 12, 2007 at Reception No.3489891. • NOTE: Amendment to Right-of-Way and Easement Agreement in connection therewith • recorded April 30,2009 at Reception No.3619663_ NOTE: Assignment of Easements,Rights of Way and Surface Agreements in connection therewith recorded March 2;2010 at Reception No.3678596. NOTE: Assignment of Easements,Rights of Way and Surface Agreements in connection therewith recorded March 26,2010 at Reception No.3683245. 14. Terms,agreements,provisions,conditions and obligations as contained in Oil and Gas Lease recorded February 1,2010 at Reception No.3673252,and any and all assignments thereof or interests therein. 15. Terms,agreements,provisions,conditions and obligations as contained in Oil and Gas Lease recorded July 9,2010 at Reception No.3704433,and any and all assignments thereof or interests therein. 16. Mineral rights as conveyed and mineral rights as reserved in Mineral Deed by and between Daniel P.Dietzler and Stratford Investments,Ltd.,a Texas limited partnership, recorded September 10,2010 at Reception No.3717686,and any and all assignments thereof or interests therein. 17. Terms,agreements,provisions,conditions and obligations as contained in Application,Well Permit No.74874,as set forth in instrument recorded December 21, 2011 at Reception No.3813382. 18. Water rights as conveyed and water rights as reserved in Special Warranty Deed by and between Daniel P.Dietzler and Halliburton Energy Services,Inc.,a Delaware corporation,recorded January 6,2012 at Reception No. 3816625. 19. All reservations as contained.in Special Warranty Deed by and between Dietzler Water Resouices Corporation,a.Colorado corporation,and Halliburton Energy Services, Inc.,a Delaware corporation,as set forth in Deed recorded January 6,2012 at Reception No.3816626. • • 3980080 11/22/2013 04:35 PM Page 5of5 • 20. Terms, agreements,provisions,conditions,restrictions and obligations as contained in Site Specific Development Plan Use by Special Review Permit Development Standards-USR 1787,Pawnee Water Management,recorded May 9,2012 at Reception No.3844684. 21. Terms,agreements,provisions,conditions,restrictions and obligations as contained in Resolution(RE:APPROVE IMPROVEMENTS AGREEMENT ACCORDING TO POLICYREGARDING COLLATERAL FOR IMPROVEMENTS,AUTHORIZE • CHAIR TO SIGN,AND ACCEPT COLLATERAL FOR USE BY SPECIAL REVIEW PERMIT#11787-PAWNEE WATER MANAGEMENS/HALLIBURTON ENERGY SERVICES,INC.),as set forth in instrument recorded May 24,2012 at Reception No. 3848158. 22. Temps,agreements,provisions,conditions and obligations as contained in Mineral Deed recorded January 2,2013 at Reception No.3899600. 23. Tents,agreements,provisions, conditions and obligations as contained in Memorandum of Transmission of Water and Access and Surface Use Agreement and Term Easement recorded June 5,2013 at Reception No.3937745. 24. All notes,easements,fences,power poles,power lines,encroachments,as shown • on Land Survey,Project No.P-13-6881,prepared by INTERMILL Land Surveying,Inc., Steven John Stencel,PLS No.30462,recorded July 25,2013 at Reception No.3950959. 25. Terms,agreements,provisions,conditions,obligations and reservations as contained in Mineral Grant Deed by and between Dietzler Farms Limited Partnership and Massey Draw Minerals,LLC,as set forth in instrument recorded September 19,2013 at Reception No.3964954. 26. Any existing leases or tenancies,and any parties claiming an interest by,through or under said leases or tenancies. • 3980080 11/22/2013 04:35 PM Total Pages: 5 Rec Fee: $31 .00 Doc Fee: $900.00 Steve Moreno - Clerk and Recorder, Weld County, CO When recorded return to: Grassland Water Solutions LLC 1400 16th Street Mall, Suite 400 Denver, CO 80202 Attention: Christopher P. Dietzler SPECIAL WARRANTY DEED (Statutory Short Form- C.R.S. § 38-30-115) Halliburton Energy Services, Inc., a Delaware corporation ("Grantor"), whose address is 10200 Bellaire Boulevard, Houston, Texas, 77072, for good and valuable consideration, in hand paid, hereby sells and conveys to Grassland Water Solutions LLC, a Delaware limited liability company, whose address is 800 East Roosevelt Road, Building A, Suite 240, Glen Ellyn, IL 60137, the real property in the County of Weld, State of Colorado, described as follows: The West Half of the Northwest Quarter of Section 13, Township 10 North, Range 61 West of the Sixth Principal Meridian L. together with all improvements located thereon and all appurtenances thereto, including but note, limited to all of Grantor's interest in and to the rights to designated ground water within they „ c Laramie-Fox Hills and Upper Laramie aquifers underlying said lands that is within the presents j boundaries of the Upper Crow Creek Designated Ground Water Basin Grantor warrants the title to the same against all persons claiming by, through, or under Grantor,but not otherwise, and subject to the general real property taxes for the year 2013, a lien not yet due and payable, and subject to those matters of record described on Exhibit A attached hereto. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] EITT - 1 - 2957783.1 3980080 11/22/2013 04:35 PM Page 2 of 5 IN WITNESS WHEREOF, Grantor has executed this deed as of November 1.2 2013. Halliburton Energy Services, Inc., a Delaware rporation By: Name: Its: • - act STATE OF TEXAS ) ) ss. COUNTY OF HARRIS ) The foregoing instrument was acknowledged before me this 13th day of November, 2013, by Woody Kemp Jr., the Attorney-in-Fact of Halliburton Energy Services, Inc., a Delaware corporation. WITNESS my hand and official seal. Notary Public pale My Commission Expires: ink�•\�, 0�� `" yp Q, TINA ROBERTSON Notary Public,State of Texan My Commission Expires February 18, 2015 -2 - 3980080 11/22/2013 04:35 PM Page 3 of 5 EXHIBIT A 1. Any facts, rights, interests, or claims that are not shown by the Public Record but that could be ascertained by an inspection of the Land or that may be asserted by persons in possession of the Land. 2. Easements, liens or encumbrances, or claims thereof, not shown by the Public Records. 3. Any encroachment, encumbrance,violation, variation, conflict in boundary lines, or adverse circumstance affecting the Title that would be disclosed by an accurate and complete land survey of the Land and not shown by the Public Records. 4. Any lien, or right to a lien, for services, labor or material heretofore or hereafter furnished, imposed by law and not shown by the Public Records. 5. (a) Taxes or assessments that are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real property or by the Public Records; (b) proceedings by a public agency that may result in taxes or assessments, or notices of such proceedings, whether or not shown by the records of such agency or by the Public Records. 6. Water rights, claims or title to water, whether or not shown by the Public Records. 7. Any interest which may have been acquired by the public in the North 30 feet and the West 30 feet of the subject property by reason of Resolution of the Board of County Commissioners recorded October 14, 1889 in Book 86 at Page 273 which provides for public roads 30 feet on each side of Section lines on the public domain. 8. The right of a proprietor of a vein or lode to extract and remove his ore therefrom should the same be found to penetrate or intersect the premises, as reserved in.United States Patent recorded October 3, 1898 in Book 51 at Page 386. 9. Reservation of a one-half interest in oil, gas and other minerals as reserved in Deed recorded February 27, 1941 in Book 1075 at Page 263, and any and all assignments thereof or interests therein. 10. Terms, agreements,provisions, conditions and obligations as contained in Oil and Gas Lease recorded January 5, 1981 at Reception No. 1845841, and any and all assignments thereof or interests therein. 11. Terms, agreements, provisions, conditions and obligations as contained in Oil and Gas Lease recorded October 5, 1990 at Reception No. 02229361, and any and all assignments thereof or interests therein. 3980080 11/22/2013 04:35 PM Page 4 of 5 12. Notice pursuant to C.R.S. Sec. 9-1.5-103(1) as amended Concerning Underground Facilities of Wiggins Telephone Association recorded October 14, 1992 in Book 1354 at Reception No. 2306829. 13. Easement for pipelines and incidental purposes granted to Walsh Production, Inc., as set forth in instrument recorded January 19, 2006 at Reception No. 3356145. NOTE: Partial Assignment and Bill of Sale in connection therewith recorded July 12, 2007 at Reception No. 3489891. NOTE: Amendment to Right-of-Way and Easement Agreement in connection therewith recorded April 30, 2009 at Reception No. 3619663. NOTE: Assignment of Easements, Rights of Way and Surface Agreements in connection therewith recorded March 2, 2010 at Reception No. 3678596. NOTE: Assignment of Easements, Rights of Way and Surface Agreements in connection therewith recorded March 26, 2010 at Reception No. 3683245. 14. Terms, agreements, provisions, conditions and obligations as contained in Oil and Gas Lease recorded February 1, 2010 at Reception No. 3673252, and any and all assignments thereof or interests therein. 15. Terms, agreements,provisions, conditions and obligations as contained in Oil and Gas Lease recorded July 9, 2010 at Reception No. 3704433, and any and all assignments thereof or interests therein. 16. Mineral rights as conveyed and mineral rights as reserved in Mineral Deed by and between Daniel P. Dietzler and Stratford Investments, Ltd., a Texas limited partnership, recorded September 10, 2010 at Reception No. 3717686, and any and all assignments thereof or interests therein. 17. Terms, agreements,provisions, conditions and obligations as contained in Application, Well Permit No. 74874, as set forth in instrument recorded December 21, 2011 at Reception No. 3813382. 18. Water rights as conveyed and water rights as reserved in Special Warranty Deed by and between Daniel P. Dietzler and Halliburton Energy Services, Inc., a Delaware corporation, recorded January 6, 2012 at Reception No. 3816625. 19. All reservations as contained in Special Warranty Deed by and between Dietzler Water Resources Corporation, a Colorado corporation, and Halliburton Energy Services, Inc., a Delaware corporation, as set forth in Deed recorded January 6, 2012 at Reception No. 3816626. 3980080 11/22/2013 04:35 PM Page 5 of 5 20. Terms, agreements, provisions, conditions, restrictions and obligations as contained in Site Specific Development Plan Use by Special Review Permit Development Standards - USR 1787, Pawnee Water Management,recorded May 9, 2012 at Reception No. 3844684. 21. Terms, agreements, provisions, conditions, restrictions and obligations as contained in Resolution (RE: APPROVE IMPROVEMENTS AGREEMENT ACCORDING TO POLICY REGARDING COLLATERAL FOR IMPROVEMENTS,AUTHORIZE CHAIR TO SIGN, AND ACCEPT COLLATERAL FOR USE BY SPECIAL REVIEW PERMIT#1787 - PAWNEE WATER MANAGEMENT/HALLIBURTON ENERGY SERVICES, INC.), as set forth in instrument recorded May 24, 2012 at Reception No. 3848158. 22. Terms, agreements, provisions, conditions and obligations as contained in Mineral Deed recorded January 2, 2013 at Reception No. 3899600. 23. Terms, agreements, provisions, conditions and obligations as contained in Memorandum of Transmission of Water and Access and Surface Use Agreement and Term Easement recorded June 5, 2013 at Reception No. 3937745. 24. All notes, easements, fences,power poles, power lines, encroachments, as shown on Land Survey, Project No. P-13-6881, prepared by INTERMILL Land Surveying, Inc., Steven John Stencel, PLS No. 30462, recorded July 25, 2013 at Reception No. 3950959. 25. Terms, agreements, provisions, conditions, obligations and reservations as contained in Mineral Grant Deed by and between Dietzler Farms Limited Partnership and Massey Draw Minerals, LLC, as set forth in instrument recorded September 19, 2013 at Reception No. 3964954. 26. Any existing leases or tenancies, and any parties claiming an interest by, through or under said leases or tenancies. eRecorded in Weld County, CO Doc Id: 3816626 01/06/2012 04:06 P Page: 1 of 5 Total Fee: $43.00 Steve Moreno, Clerk and Recorder When recorded return to: SPECIAL WARRANTY DEED (Statutory Short Form - C.R.S. § 38-30-115) Dietzler Water Resources Corporation, a Colorado corporation( "Grantor"), whose address is do Daniel P. Dietzler, 4970 Varsity Drive, Lisle, IL 60532, for good and valuable consideration, in hand paid, hereby sells and conveys to Halliburton Energy Services, Inc., a Delaware corporation, whose address is 10200 Bellaire Boulevard, Houston, TX 77072, Attn: Manager, Acquisitions and Dispositions Real Estate Services, the real property in the County of Weld, State of Colorado, described as follows: The West Half of the Northwest Quarter of Section 13, Township 10 North, Range 61 West of the Sixth Principal Meridian together with all improvements located thereon and all appurtenances thereto, But reserving, however, unto the Grantor all metallic and non-metallic minerals (intending to encompass all inorganic substances having any intrinsic value separate and apart from their location in or upon the surface of the earth), geothermal resources,rock, stone, sand, gravel, clay, aggregate, and the derivatives of all or any of the foregoing, and the right to explore, develop and mine the same, and to use the surface of said lands in connection with such mineral exploration and development and mining activities, and the right to grant such rights to third parties, And further reserving, however, unto the Grantor, an undivided one-half(1/2) interest in and to the rights to designated ground water within the Laramie-Fox Hills and Upper Laramie aquifers underlying said lands that is within the present boundaries of the Upper Crow Creek Designated Ground Water Basin, And provided that, Grantor warrants the title to the same against all persons claiming under it, subject to the general real property taxes for the year 2011, a lien not yet due and payable, and subject to those matters of record described on Exhibit A attached hereto. 2106956.2 eRecorded in Weld County, CO Doc Id: 3816626 01/06/2012 04:06 P Page: 2 of 5 Total Fee: $43.00 Steve Moreno, Clerk and Recorder IN WITNESS WHEREOF, Grantor has executed this deed as of January _, 2012. Dietzler W• Re u ces Corpora 'on, a Colorado o •. on By: Name: Daniel P. Dietzler Its: eRecorded in Weld County, CO Doc Id: 3816626 01/06/2012 04:06 P Page: 3 of 5 Total Fee: $43.00 Steve Moreno, Clerk and Recorder STATE OF 1 (}0 ) COUNTY 00\taC�C ) The foregoing instRment was acknowledged before me thi day of January, 2012, by Daniel P. Dietzler, the-1.4)cr D, E/4 of Dietzler Water Resources Corporation, a Colorado corporation. WITNESS my hand and official seal. 1 l Notary Pu -it— ) My Commission Expires: LE d (2/ a (14a 111 i [ SE ; ..1T V P,,. 2.. * - TRACY ALFANO OFFM.IAL MY COMMISSION EXPIRESSEAL.'a�' APRIL 26,2015 4`ofI'-• eRecorded in Weld County, CO Doc Id: 3816626 01/06/2012 04:06 P Page: 4 of 5 Total Fee: $43.00 Steve Moreno, Clerk and Recorder Exhibit A Permitted Exceptions [to be inserted from final title commitment] eRecorded in Weld County, CO Doc Id: 3816626 01/06/2012 04:06 P Page: 5 of 5 Total Fee: $43.00 Steve Moreno, Clerk and Recorder SCHEDULE A EXCEPTIONS 1. Taxes for the current year and subsequent years, a lien not yet due and payable. 2. Unpatented mining claims; reservations or exceptions in patents or in Acts authorizing the issuance thereof. 3. Any interest which may have been acquired by the public in the North 30 feet and the West 30 feet of the subject property by reason of resolution of the Board of County Commissioners recorded October 14, 1889 in Book 86 at Page 273 which provides for public roads 30 feet on each side of Section lines on the public domain. 4. The right of a proprietor of a vein or lode to extract and remove his ore therefrom should the same be found to penetrate or intersect the premises, as reserved in United States Patent recorded October 3, 1898 in Book 51 at Page 386. 5. Reservation of a one-half interest in oil, gas and other minerals as reserved in Corporation Special Warranty Deed recorded February 27, 1941 in Book 1075 at Page 263, and any and all assignments thereof or interests therein. 6. Notice Pursuant to C.R.S. Sec. 9-1.5-103(1) as Amended Concerning Underground Facilities of Wiggins Telephone Association recorded October 14, 1992 in Book 1354 at Reception No. 2306829. 7. An easement for pipelines and incidental purposes granted to Walsh Production, Inc., as set forth in an instrument recorded January 19, 2006 at Reception No. 3356145. NOTE: Partial Assignment and Bill of Sale in connection therewith recorded July 12, 2007 at Reception No. 3489891. NOTE: Amendment to Right-of-Way and Easement Agreement in connection therewith recorded April 30, 2009 at Reception No. 3619663. NOTE: Assignment of Easements, Rights of Way and Surface Agreements in connection therewith recorded March 2, 2010 at Reception No. 3678596. NOTE: Assignment of Easements, Rights of Way and Surface Agreements in connection therewith recorded March 26, 2010 at Reception No. 3683245. 8. Oil and Gas Lease recorded July 9, 2010 at Reception No. 3704433, and any and all assignments thereof or interests therein. 9. Mineral rights as conveyed by Mineral Deed recorded September 10, 2010 at Reception No. 3714686, and any and all assignments thereof or interests therein. 10, Water rights, claims or title to water, whether or not shown by the public records. 11. Existing leases and tenancies. HBO 11111 1131 111111 I11111111111111 III 11111 III! 1111 3760403 04/05/2011 11:36A Weld County, CO 1 of 1 R 11.00 D 0.00 Steve Moreno Clerk & Recorder 403 BARGAIN AND SALE DEED (Statutory Short Form - C.R.S. § 38-30-115) Daniel P. Dietzler, whose street address is 150 N. Montclair Avenue, Glen Ellyn, IL 60137 of the County of DuPage and State of Illinois, for good and valuable consideration, in hand paid, hereby sells and conveys to Dietzler Water Resources Corporation, a Colorado corporation, whose street address is 7251 West 20`", Suite D-2, Greeley, Colorado 80634 of the County of Weld and State of Colorado, all of the Grantor's right, title and interest in the following real property in the County of Weld and State of Colorado, to wit: The West 1/2 of the Northwest '''A of Section 13, Township 10 North, Range 61 West of the 6th P.M., with all its appurtenances. Signed this 28th day of March, 2011. NO DOCUMENTARY FEE REQUIRED CONSIDERATION LESS THAN $50 LOA Daniel P. Dietzler STATE OF ILLINOIS ) ) ss. COUNTY OF DU PAGE ) The foregoing instrument was acknowledged before me this 28th day of March, 2011, by Daniel P. Dietzler. •" • • Witness my hand and official seal. "OFFICIAL SEAL" MARILYN WoozgN M vary saee a ark My commission expires: I 2-3---( 13 **Li " ba�01r Nye«. c otary Public 50328 011 eRecorded in Weld County, CO Doc Id: 3602612 02/02/2009 09:10 A Receipt#: 7396527 Page: 1 of 2 Total Fee: $120.24 Steve Moreno, Clerk and Recorder After Recording Return to: Daniel P.Dietzler 150 N.Montclair Avenue Glen Ellyn,IL 60137 WARRANTY DEED This Deed, made January 30,2009 Between Lynn E. Smith of the County Weld, State of COLORADO,grantor(s)and Daniel P. Dietzler, whose legal address is 150 N.Montclair Avenue,Glen Ellyn,IL 60137 County of ,and State of IIllinois,grantee. WITNESS, That the grantor, for and in the consideration of the sum of One Million Ninety Two Thousand Seventy Five and no/100ths ($1,092,075.00 ) the receipt and sufficiency of which is hereby acknowledged, has granted, bargained, sold and conveyed, and by these presents does grant, bargain, sell, convey and confirm, unto the grantee,their heirs and assigns forever,ail the real property together with improvements, if any,situate,lying and being in the County of Weld,State of COLORADO described as follows: See Exhibit A attached hereto and made a part hereof. also known by street and number as None, Grover, CO 80729 TOGETHER with all and singular hereditaments and appurtenances,thereunto belonging,or in anywise appertaining, and the reversion and reversions, remainder and remainders, rents issues and profits thereof, and all the estate, right, title, interest, claim and demand whatsoever of the grantor, either in law or equity, of, in and to the above bargained premises,with the hereditaments and appurtenances. TO HAVE AND TO HOLD said premises above bargained and described, with the appurtenances, unto the grantee, his heirs and assigns forever, And the grantor, for himself, his heirs and personal representatives,does covenant,grant, bargain and agree to and with the grantee, his heirs and assigns, that at the time of the ensealing and delivery of these presents, he is well seized of the premises above conveyed, has good,sure, perfect, absolute and indefeasible estate of inheritance, in law, in fee simple, and has good right,full power and lawful authority to grant, bargain,sell and convey the same in manner and form as aforesaid, and that the same are free and clear from all former and other grants, bargains,sales, liens, taxes, assessments, encumbrances and restrictions of whatever kind of nature so ever, except for taxes for the current year, a lien but not yet due and payable, and those specific Exceptions described by reference to recorded documents as reflected in the Title Documents accepted by Buyer in accordance with section 8a(Title Review)of the contract dated October 13,2008,between the parties. The grantor shall and will WARRANT AND FOREVER DEFEND the above-bargained premises in the quiet and peaceable possession of the grantee,his heirs and assigns, against all and every person or persons lawfully claiming the whole or any part thereof. The singular number shall include the plural, the plural the singular, and the use of any gender shall be applicable to all genders. IN WITNESS WHEREOF,the grantor has executed this on the date set forth above. SELLER: Gar L STATE OF COLORADO }ss: COUNTY OF WELD The foregoing instrument was acknowledged, subscribed and sworn to before me January 30,2009 by Lynn E.Smith. Witness my hand and official seal. ZPAY PO4, e) MELINDA I� Notary Public S GUALANDRI My Commission expires:) C . I-7, l ATE of. -CS moo 1:p,r Ili 13 011 Expires: ESCROW NO.822.110222133-084-MG4 WD-Warranty Deed FA-IT@ eRecorded in Weld County, CO Doc Id: 3602612 02/02/2009 09:10 A Receipt#: 7396527 Page: 2 of 2 Total Fee: $120.24 Steve Moreno, Clerk and Recorder Exhibit A Parcel 1; All of Section 13,Township 10 North,Range 61 West of the 6'"P.M., County of Weld, State of Colorado. Parcel 2: All of Section 24,Township 10 North,Range 61 West of the 6th P.M., County of Weld, State of Colorado EXCEPTING THEREFROM that part conveyed in Warranty Deed recorded March 4, 1998 at Reception No. 2597965. Parcel 3: The East 7:of the West ''/_,the West '/of the Southeast'/,and the Southwest 1/4 of the Northeast 1/4 of Section 17, Township 10 North,Range 60 West of the 6"'P.M.,County of Weld,State of Colorado. Parcel 4: The West ''/•_of Section 18,Township 10 North,Range 60 West of the 6t P.M., County of Weld, State of Colorado. Parcel 5: All of Section 19 Township 10 North, Range 60 West of the 6"'P.M.,County of Weld, State of Colorado EXCEPTING THEREFROM that part conveyed in Warranty Deed recorded March 4, 1998 at Reception No. 2597965. Parcel 6: The Northwest 1/4 and the Northwest '/.of the Northeast '/ of Section 20,Township 10 North,Range 60 West of the 6"'P.M.,County of Weld, State of Colorado. AR24DU241 DEED OF DISTRIBUTION BY PERSONAL REPRESENTATIVE THIS DEED made by Lynn E. Smith, as Personal Representative of the Estate of William G. Scheub, deceased, Grantor, whose address is P. O. Box 122 , Grover, CO 8O729 , and WHEREAS, William G. Scheub died on November 28, 1993, a resident of Weld County, Colorado, leaving a Last Will and Testament dated July 9 , 1985, and WHEREAS, Lynn E. Smith was named as the Personal Representative of decedent' s estate under the terms and provisions of said Last Will and Testament, and WHEREAS, the Last Will and Testament of William G. Scheub was admitted to informal probate on December 1O, 1993 in the District Court in and for the County of Weld, State of Colorado, and WHEREAS, Lynn E. Smith, the grantor herein, was duly appointed as the Personal Representative of said estate, and Letters Testamentary were issued by the Weld County District Court on December 1O, 1993 as evidence of such appointment or qualification and authority, and WHEREAS, Grantor is the present qualified Personal Representative of said estate, No. 93 PR 362 , District Court, Weld County, Colorado, and WHEREAS, Grantee is entitled to distribution of the hereinafter described real property under the terms and provisions of decedent' s Last Will and Testament, NOW THEREFORE, Lynn E. Smith as Personal Representative of the Estate of William G. Scheub, Deceased, as Grantor, conveys, assigns, transfers and releases to the following, as Grantee: Lynn E. Smith, . as to an undivided three-fourths (3/4) interset therein, whose address is P. O. Box 122, Grover, CO 8O729, In and to the following real property situate in Weld County, Colorado: Township 10 North, Range 6O West of the 6th P.M. E 1/2 W 1/2 , W 1/2 SE 1/4 and SW 1/4 NE 1/4 of Section 17 W 1/2 of Section 18 All of Section 19 NW 1/4 and NW 1/4 NE 1/4 of Section 2O NW 1/4 NW 1/4 of Section 3O 2400249 B-1453 ?-926 08/01/94 11:31A PG 1 OF 2 RHC D0C Barg Ann Feuerstein Weld Co., Clerk & Recorder 10,00 Township 10 North, Range 61 West of the 6th P.M. All of Section 13 SE 1/4 NE 1/4 of Section 22 S 1/2 NW 1/4 and S 1/2 of Section 23 All of Section 24 E 1/2 of Section 26 All that part of the NW 1/4 of Section 26, lying North and East of the southerly and westerly boundary line of the public highway which runs West of and parallel to the railroad right of way with all its appurtenances, subject, however, to the following: (1) 1994 taxes due and payable in 1995. (2) Rights of way or other easements as granted or reserved by instruments of record or as now existing on said premises. (3) Any and all reservations, limitations, conditions, covenants and exceptions contained in instruments of record which in any way relate to or burden r/ the above described premises. Executed 94(.4a2 d _, 1994 . ,. n i! & � Lyrfn- E. Smith, Personal . Representative of the Estate of William G. Scheub, Deceased. STATE OF COLORADO ) ) ss. COUNTY OF WELD ) 4 The f egoing instrument was acknowledged before me this o7' day of ..e,.4,5_, , 1994 , by Lynn E. Smith, Personal Represent tive of the Estate of William G. Scheub, Deceased. ARLEITNESS my hand and official seal. A°TAR}fy�commission expires:C . o�� i9QS 0r r r,tc ___-(7.--;1/24.{S, ry I�ublic THIS DEED CORRECTS DEED OF DISTRIBUTION BY PERSONAL REPRESENTATIVE DATED MAY 24, 1994, RECORDED MAY 25, 1994 IN BOOK 1443 UNDER RECEPTION NO. 02390202 OF THE WELD COUNTY RECORDS. 2400249 8-1453 P-926 08/01/94 11:31A PG 2 OF 2 AR2390202 B 1443 REC 02390202 05/25/94 13 : 50 $10 . 00 1/002 F 1173 MARY ANN FEUERSTEIN CLERK & RECORDER WELD CO, CO DEED OF DISTRIBUTION BY PERSONAL REPRESENTATIVE THIS DEED made by Lynn E. Smith, as Personal Representative of the Estate of William G. Scheub, deceased, Grantor, whose address is P. O. Box 122 , Grover, CO 80729 , and WHEREAS, William G. Scheub died on November 28, 1993 , a resident of Weld County, Colorado, leaving a Last Will and Testament dated July 9, 1985 , and WHEREAS, Lynn E. Smith was named as the Personal Representative of decedent ' s estate under the terms and provisions of said Last Will and Testament, and WHEREAS, the Last Will and Testament of William G. Scheub was admitted to informal probate on December 10 , 1993 in the District Court in and for the County of Weld, State of Colorado, and WHEREAS, Lynn E. Smith, the grantor herein, was duly appointed as the Personal Representative of said estate, and Letters Testamentary were issued by the Weld County District Court on December 10, 1993 as evidence of such appointment or qualification and authority, and WHEREAS, Grantor is the present qualified Personal Representative of said estate, No. 93 PR 362 , District Court, Weld County, Colorado, and WHEREAS, Grantee is entitled to distribution of the • hereinafter described real property under the terms and provisions of decedent' s Last Will and Testament, NOW THEREFORE, Lynn E. Smith as Personal Representative of the Estate of William G. Scheub, Deceased, as Grantor, conveys, assigns, transfers and releases to the following, as Grantee: Lynn E. Smith, as to an undivided three-fourths (3/4) interest therein, whose address is P. 0. Box 122 , Grover, CO 80729 In and to the following described real property located in Weld County, Colorado: Township 10 North, Range 60 West of the 6th P.M. E 1/2 W 1/2 , W 1/2 SE 1/4 and SE 1/4 NE 1/4 of Section 17 W 1/2 of Section 18 All of Section 19 NW 1/4 and NW 1/4 NE 1/4 of Section 20 NW 1/4 NW 1/4 of Section 30 02 202 94 F 1174 MARY OANN OFEUERSTEIN/CLERK S&5RECORDER WELD CO,/ Township 10 North, Range 61 West of the 6th P.M. All of Section 13 SE 1/4 NE 1/4 of Section 22 S 1/2 NW 1/4 and S 1/2 of Section 23 All of Section 24 E 1/2 of Section 26 All that part of the NW 1/4 of Section 26, lying North and East of the southerly and westerly boundary line of the public highway which runs West of and parallel to the railroad right of way with all its appurtenances, subject, however, to the following: (1) 1994 taxes due and payable in 1995. (2) Rights of way or other easements as granted or reserved by instruments of record or as now existing on said premises. (3) Any and all reservations, limitations, conditions, covenants and exceptions contained in instruments of record which in any way relate to or "burden the above described premises. Executed )99.44/,:p Y( , 1994. Lynn E. Smith, Personal Representative of the Estate of William G. Scheub, Deceased STATE OF COLORADO ) ) ss. COUNTY OF WELD The foregoing instrument was acknowledged before me this / day of 1994, by Lynn E. Smith, Personal Representative f the Estate of William G. Scheub, Deceased. WITNESS my hand and official seal. My commission expires: a2 /99f v 4kkOrd, Notary ublic .rlp tlf.;...�(. sR22B3,326 B 1329 REC 02281326 03/18/92 10 :51 $10 .00 1/002 F 0374 MARY ANN FEUERSTEIN CLERK & RECORDER WELD CO, CO DEED OF DISTRIBUTION BY PERSONAL REPRESENTATIVE THIS DEED made by Lynn E. Smith, as Personal Representative of the Estate of Bessie A. Scheub, deceased, Grantor, whose address is P. 0. Box 122 , Grover, CO 80729 , and WHEREAS, Bessie A. Scheub died on February 21, 1991, a resident of Weld County, Colorado, leaving a Last Will and Testament dated July 9 , 1985, and WHEREAS, Lynn E. Smith, was named as the Personal Representative of decedent's estate under the terms and provisions of said Last Will and Testament, and WHEREAS, the Last Will and Testament of Bessie A. Scheub was admitted to informal probate on February 27 , 1991 in the District Court in and for the County of Weld, State of Colorado, and WHEREAS, Lynn E. Smith, the grantor herein, was duly appointed as the Personal Representative of said estate, and Letters Testamentary were issued by the Weld County District Court on February 27, 1991 as evidence of such appointment or qualification and authority, and WHEREAS, Grantor is the present qualified Personal Representative of said estate, No. 91 PR 43 , District Court, Weld County, Colorado, and WHEREAS, Grantees are entitled to distribution of the hereinafter described real property under the terms and provisions of decedent' s Last Will and Testament, NOW THEREFORE, Lynn E. Smith as Personal Representative of the Estate of Bessie A. Scheub, Deceased, as Grantor, conveys, assigns, transfers and releases to the following as Grantees: William G. Scheub, as to an undivided one-half (1/2) interest therein, whose address is 46581 Weld County Road 114, Grover, CO 80729 , and Lynn E. Smith, as to an undivided one-half (1/2) interest therein, whose address is P. O. Box 122 , Grover, CO 80729 In and to an undivided one-half (1/2) interest in and to the following described real property located in Weld County, Colorado: Township 10 North, Range 60 West of the 6th P.M. E 1/2 W 1/2 , W 1/2 SE 1/4 and SW 1/4 NE 1/4 of Section 17 B 1329 REC 02281326 03/18/92 10 : 51 $10 .00 2/002 F 0375 MARY ANN FEUERSTEIN CLERK & RECORDER WELD CO, CO W 1/2 of Section 18 All of Section 19 NW 1/4 and NW 1/4 NE 1/4 of Section 20 NW 1/4 NW 1/4 of Section 30 Township 10 North, Range 61 West of the 6th P.M. All of Section 13 SE 1/4 NE 1/4 of Section 22 S 1/2 NW 1/4 and S 1/2 of Section 23 All of Section 24 E 1/2 of Section 26 All that part of the NW 1/4 of Section 26, lying North and East of the southerly and westerly boundary line of the public highway which runs West of and parallel to the railroad right of way with all its appurtenances, subject, however, to the following: (1) 1992 taxes due and payable in 1993 . (2) Rights of way or other easements as granted or reserved by instruments of record or as now existing on said premises. (3) Any and all reservations, limitations, conditions, covenants and exceptions contained in instruments of record which in any way relate to or burden the above described premises. Executed ,L,.2, / 7 , 1992 . Lynf E. Smith, Personal Representative of the Estate of Bessie A. Scheub, Deceased STATE OF COLORADO ) ss. COUNTY OF WELD The oregoing instrument was acknowledged before me this /7 day of / , 1992 , by Lynn E. Smith, Personal Representative of the Estate of Bessie A. Scheub, Deceased. WITNESS my hand and official seal. My commission expires: c7F /q9S NDIE J. . O7-2-H ,/ KNotar Pubfic AoTARY .:s t. � r�O . CD CD Boot( % 60 ,/ MAY 13 1975 C"2 738 Recorded of o'clock M // Rec. No. 1660212 S. Lee Shehee, Jr., Recorder t WARRANTY DEED cp. KNOW ALL MEN BY THESE PRESENTS, That William G . Scheub and Bessie r-I A. Scheub, husband and wife, of the County of Weld and State of Colorado, for c) the consideration of Ten Dollars and other valuable considerations in hand paid, T hereby sell and convey to William G. Scheub and Bessie A. Scheub, as tenants in common, of the County of Weld and State of Colorado, the following real estate and property, situate in the County of Weld and State of Colorado, to-wit: Township 10 North, Range 60 West of the 6th P. M. EZWZ, WISE* and SW*NE4 of Section 17 WZ of Section 18 All of Section 19 NWl and NW*NE4 of Section 20 t rit N V NW4 of Section 30 Township 10 North, Range 61 West of the 6th P. M. All of Section 13 SEjNE4 of Section 22 S4NW4 and SZ of Section 23 All of Section 24 EZ of Section 26 All that part of the NW* of Section 26, lying North and East of the southerly and westerly boundary line of the public highway which runs West of and parallel to the railroad right of way together with all its appurtenances, and warrant title to the same, subject, however, to the following: (1) 1975 taxes due and payable in 1976; (2) Rights of way or other easements as granted or reserved by instruments of record or as now existing on said premises, and (3) Any and all reservations , limitations, conditions and exceptions contained in instruments of record which in any way relate to or burden the above described premises . ri Signed and delivered this % day of , 1975. . William G . Scheub \\CTA Ry . ' -t Gs'- - GL S C.IlJ4 .fr- 4j Po Bessie A. Scheub e,}EPA�' t,O ' COLORADO ) SS . COUNTY OF WELD p ri The foregoing instrument was acknowledged before me this 7 day of , 1975, by William G. Scheub and Bessie A. Scheub, husband and wife . WITNESS My hand and official seal. My commission expires: ary Public > `p000id�tjEe 27 t 1 ) .1�V c Y._�/.{�.�iOC 1-�. _ _ _ �Recep-tiori'No.__ C� ate � ry S �Ytel3�°EPr 0014075 rAcE d63 COIL ORATfl5 Sp EINEDWAR THIS INDENTURE, Made this 8 day of February , A. D. 1941 , between THE FEDERAL LAND BANK OF WICHITA, Wichita, Kansas, a corporation, party of the first part, and WM. SCHEUB and BESSIE SCHEUB, as joint tenants and not as tenants in common of Sligo in the State of Colorado , part(y-ies.) of the second part: WIT N E S S E T H: That the said party of the first part, for and in consideration of the sum of TWO THOUSAND TWO HUNDRED AND NO/100 ($2,200.00) DOLLARS, to it in hand paid by the said part(y-ies) of the second part, the receipt whereof is hereby confessed and acknowledged, has granted, bargained, sold and conveyed, and by these presents does grant, bargain, sell and convey unto the said part(y-ies) of the second part, their heirs, successors and assigns, forever, its title to and interest in the following described real estate situated in the County of Weld and State of Colorado ,to-wit: West Half (Wk) of Section Eighteen (18) , Township 10 North, Range 60 West; West Half (W2) of Southwest Quarter (Svi) ; Southeast Quarter (SE4) of Southwest Quarter (SW4); Southwest Quarter (SW4) of Southeast Quarter (SE4) of Section 12; South Half (Si) ; Northwest Quarter (Nff) of Section 15, Township 10 North, Range 61 West; containing 959.52 acres, more or less, according to the U. S. Government Survey thereof; • Excepting and reserving unto party of the first part, its successors and assigns, an undivided one—half of all oil, gas and other minerals and mineral rights in, upon and under said real estate, together with the full and free right to enter upon said premises and use so much of the surface thereof as may be reasonably necessary for operating, drilling and marketing the production thereof, and for the purposes of this reservation; Subject to taxes, assessments and any and all other charges and assessments levied or assessed against the property for the year 1941 and subsequent years; • TO HAVE AND TO HOLD The same, together with all and singular the title and interest of party of the first part in and to the tenements, hereditaments-and appurtenances thereunto belonging, or in any wise appertaining, for- ever. And the said party of the first part hereby covenants and agrees that at the delivery hereof it is the lawful owner of the interest hereby conveyed in the above described premises; and that it will warrant and defend the same unto the part(y-ies) of the second part, their heirs, successors, and assigns,forever, against said party of the first part, its' successors and assigns, and all and every person or persons whomsoever lawfully claiming through, by or under it, them, or either of them. IN WITNESS WHEAE6tthe said party of the first part has caused these presents to be signed by its Vice Presi- dent, and its,corporate seal to 13e4,Ifiked hereto, and attested by it/Secretazy, by and with the consent and authority of its Board of Director )do the date and year first above written. Assistant THE FEDERAL LAND BANK OF HITA, ATTEST. By — .A rico Secretary C. G. Shull Vice Preaident___FLB 657 Bev.8- s 8001(1075 FAG€264 , (ACKNOWLEDGMENT) STATE OF KANSAS )) - SS. COUNTY OF SEDGWICK )) Before me, the undersigned, a Notary Public in and for said County andd . � State, on this 8 day of February , 1947. , personally appeared , A " to me personally known and known to me to.be the identical person who subscribed the name of The Federal Land Bank of Wichita, Wichita, Kansas, a corporation, to the foregoing instrument as its Vice-Pcesident, and he being by me duly sworn did say that he is such officer and that the seal affixed to said instrument is the co,ppporate seal of said corporation and that the same was signed and sealed in behalf of said corporation by authority of its board of directors, and he acknowledged to me that he executed the same as his free and voluntary act and deed, and as the free and voluntary act and deed of such corporation, for the uses and purposes set forth and specified therein. Witness my hand and seal the day and year last above written. Notary Public My commission expires: ' 'April .24 , 19._41 m c _ = o cn x ,v, q a En O " Ca l� '� . i V) Q CZZ a d u NV '`A v y 0 in OH akd o O o7,3 a PP en fltI �.O Z j/''" �' e j' � OU V F w L m v co on Cu w T E : { 05 9 5 6 1 `6 fEU 27 -41 GROUND LEASE AND OPTION TO PURCHASE By and between GRASSLAND WATER SOLUTIONS LLC, a Delaware limited liability company as Lessor, and NGL WATER SOLUTIONS DJ,LLC, a Colorado limited liability company as Lessee 017420\0001\113022685 Table of Contents Page 1. DEFINITIONS 1 2. TERM 2 2.1 Term 2 2.2 Renewal Term 2 3. OPTION TO PURCHASE 2 3.1 Option 2 3.2 Option Period 2 3.3 Notice 3 3.4 Purchase Price 3 4. ENTRY RIGHTS 3 5. MONTHLY BASE RENT 3 5.1 Monthly Base Rent 3 5.2 Payments 3 6. TAXES AND ASSESSMENTS 3 6.1 Real Property Taxes 3 6.2 Personal Property Taxes 3 6.3 Exclusions 4 7. USES 4 7.1 Purpose 4 7.2 Land Use 4 7.3 Lawful Compliance 4 8. MAINTENANCE AND REPAIR 4 9. IMPROVEMENTS 5 9.1 Compliance With Law and Standards 5 9.2 Mechanics' Liens 5 9.3 Mechanics' Lien Contest 5 9.4 Lessor's Payment 5 9.5 Ownership 5 10. DAMAGE OR DESTRUCTION 6 11 . INSURANCE 6 017420\0001\11302268.5 Table of Contents (continued) Page 11.1 Liability Insurance 6 11.2 Waiver of Subrogation 6 12. LIABILITY AND INDEMNIFICATION 6 12.1 Lessee Indemnity 6 12.2 Lessor Indemnity 7 12.3 Survival 7 13. CONDEMNATION 7 13.1 Automatic Termination 7 13.2 Termination Right 7 13.3 Restoration 8 13.4 Award 8 14. ASSIGNMENT AND SUBLETTING 8 14.1 Assignment 8 15. LEASEHOLD MORTGAGE 9 15.1 Leasehold Mortgage 9 15.2 Certain Benefits to Leasehold Mortgage 9 15.3 New Lease 11 16. DEFAULT 12 16.1 Event of Default 12 16.2 Lessor Remedies for Lessee Default 13 16.3 Waiver 14 16.4 Cumulative Remedies 14 16.5 Lessor Default 14 16.6 Lessor's Right to Cure Defaults 14 17. LIMITATION OF LESSOR'S LIABILITY 15 18. ENVIRONMENTAL PROVISIONS 15 18.1 Definitions 15 18.2 Compliance with Environmental Laws 16 18.3 Environmental Notices 16 18.4 Lessee Environmental Indemnity 16 017420\0001\11302268.5 ii Table of Contents (continued) Page 18.5 Exception to Indemnity and Lessor Environmental Indemnity 16 18.6 Lessor Environmental Compliance 16 19. SNDA 17 20. [intentionally deleted] 17 21. Access and Utility Rights 17 22. GENERAL PROVISIONS 17 22.1 Nonmerger 17 22.2 Estoppel Certificates 17 22.3 Attorneys' Fees 18 22.4 Holding Over 18 22.5 Interest; Late Charge 18 22.6 Recorded Lease 19 22.7 No Partnership 19 22.8 Successors 19 22.9 Notices 19 22.10 Encumbrances 20 22.11 Time of Essence 20 22.12 Severability 20 22.13 Quiet Enjoyment 20 22.14 Interpretation 20 22.15 Entire Instrument 20 22.16 Resolutions 21 22.17 Exhibits 21 017420\0001\11302268 5 iii GROUND LEASE AND OPTION TO PURCHASE THIS GROUND LEASE AND OPTION TO PURCHASE (this "Lease") is made and entered into as of June 9, 2014 (the "Effective Date"), by and between Grassland Water Solutions LLC, a Delaware limited liability company ("Lessor"), and NGL Water Solutions DJ, LLC,a Colorado limited liability company ("Lessee"). RECITALS: A. Lessor is the owner of approximately 80 acres of real property, located in Weld County and more particularly described on Exhibit A attached hereto ("Lessor's Property"). B. Lessor desires to lease to Lessee, and Lessee desires to lease from Lessor, a portion of Lessor's Property, more particularly described on Exhibit B attached hereto (the "Leased Property"). AGREEMENTS: NOW, THEREFORE, in consideration of the Recitals and the mutual covenants herein contained, Lessor leases the Leased Property to Lessee and Lessee leases the Leased Property from Lessor,in accordance with the provisions of this Lease. 1. DEFINITIONS. "Applicable Law" means all applicable laws, rules, regulations, ordinances, building codes,orders and requirements of each Governmental Authority that are or may become applicable to the Premises. "Business Days" means all days other than weekends and holidays and other days for which the State of Colorado is not generally open for the conducting of governmental business. If the date for any performance under this Lease falls on a day other than a business day,the date for such performance shall be extended to the next occurring business day. "Governmental Authority" means Weld County and any other governmental entity or agency having jurisdiction over the Leased Property or the Premises, including the ownership,construction and/or operation thereof. "Improvements" means the improvements to be made to the Leased Property by Lessee and any alterations and additions thereto. "Lease Year" means each twelve-month period commencing on the Commencement Date. "Lessee's Interest" means all right, title, interest and obligations of Lessee under this Lease. 017420A0001A11302268.5 1 "Loan" means that certain Loan and Security Agreement, dated as of November 18, 2013 by and among the Lessor and White Oak Global Advisors, LLC, a Delaware limited liability company ("Lender"), as amended by that certain letter agreement, dated as of May 7, 2014,along with the deed of trusts securing the obligations of Lessor under such loan agreement. "Monthly Base Rent" means the rent payable by Lessee to Lessor as provided in Section 5 hereof. "Permitted Use" means use of the Premises for any lawful use in connection with the installation and operation of a water disposal facility, a water treatment facility, or a solids processing facility associated with oil and natural gas drilling operations, including the injection and storage of water beneath the surface of the Property and, at Grantee's discretion, the removal of any water so stored,or any other lawful use in connection with the Use by Special Review Permit# 12-0077 obtained by Weld County for the Leased Property,recorded on June 4, 2014with the Weld County Clerk and Recorder at Reception No.4021040. "Person" means any natural person or persons in individual or representative capacities, any entity or entities of any kind whatsoever including, without limitation, corporations, partnerships and associations, or any combination of natural person(s) and entity(ies). "Premises" means the Leased Property, together with the Access and Utility Rights provided for under Section 21 and Improvements from time to time constructed thereon and all rights appurtenant thereto. 2. TERM. 2.1 Term. This Lease will be for a tern of ten (10) years (the "Initial Term"),commencing on July 1,2014(the "Commencement Date"). 2.2 Renewal Term. At the expiration of the Initial Term, this Lease shall automatically renew for consecutive one (1) year periods (each, a "Renewal Term," and together with the initial Term, the "Term"), unless Lessee provides Lessor with notice of its election not to renew the Lease within sixty (60) days prior to the expiration of the then current Initial Term or Renewal Term, as applicable; provided, however, in no event shall the Term of this Lease exceed fifty (50) years. Lessee shall continue to pay Rent for the Premises during the Renewal Term in accordance with this Lease. 3. OPTION TO PURCHASE. 3.1 Option. Lessor hereby grants to Lessee the exclusive right to purchase the Leased Property (including the Improvements and the Access and Utility Rights) ("Option") at any time during the Option Period (defined below). The Option shall be reflected in the Memorandum of Lease (defined below) that will be recorded pursuant to Section 22.7. 3.2 Option Period. The "Option Period" will commence on the date that the deed of trust securing the Loan is released with respect to the Leased Property,and will continue throughout the Term of the Lease; provided, however, in the event Lessor secures a new loan 017420\0001\113022685 2 encumbering the Leased Property concurrently with such release of the Loan ("Future Loan"), and such Future Loan requires the pledge of the Leased Property as collateral, Lessee's Option shall be suspended until the deed of trust securing said Future Loan is released and no longer encumbering the Leased Property. Lessor shall provide Lessee with at least 30 days' prior written notice of the release of the Loan and,if applicable,the release of the Future Loan. 3.3 Notice. Lessee may exercise the Option by delivering written notice to Lessor of its intention to exercise the Option ("Notice of Intention") at any time during the Option Period. Within ten (10) days of delivery of the Notice of Exercise,the parties shall enter into the Purchase and Sale Agreement and Joint Escrow Instructions attached hereto as Exhibit C ("Option Agreement"). 3.4 Purchase Price. The purchase price of the Leased Property shall be Five Thousand and No/100 Dollars ($5,000.00) per acre of Leased Property ("Purchase Price"). 4. ENTRY RIGHTS. Lessor reserves the right for Lessor or Lessor's partners, agents, contractors and/or consultants to enter upon the Premises, upon reasonable prior notice to Lessee and subject to Lessee's reasonable safety rules and regulations, for the purposes of inspecting to determine whether any and all covenants in this Lease have been or are being complied with. Lessor will take all reasonable measures to avoid interference with Lessee's operations on the Leased Property. 5. MONTHLY BASE RENT. Lessor shall pay to Lessee the Monthly Base Rent and all other sums due pursuant hereto (collectively with the Monthly Base Rent, the "Rent") without deduction,offset, prior notice or demand (except as expressly provided in this Lease),at the address set forth for Lessor herein, or at such other place as Lessor may designate in writing to Lessee. 5.1 Monthly Base Rent. Commencing on the Commencement Date, Lessee shall pay to Lessor Monthly Base Rent in the sum of Two Thousand and No/100 Dollars ($2,000.00). 5.2 Payments. The Monthly Base Rent shall be payable on the first day of each calendar month in each Lease Year in advance, commencing on the Commencement Date and continuing on each anniversary date thereof during the Term. 6. TAXES AND ASSESSMENTS. 6.1 Real Property Taxes. Lessor shall pay or cause to be paid all real property taxes, general and special assessments, and other charges, whether foreseen or unforeseen, general or special, together with any interest or penalties imposed upon the late payment thereof(collectively, "Real Estate Taxes"), as shall, from and after the Effective Date during the Term, be levied, assessed or imposed upon or become due and payable or liens upon, the Leased Property. 6.2 Personal Property Taxes. Lessee shall pay or cause to be paid all personal property taxes, general and special assessments, rent tax, business taxes and other charges, whether foreseen or unforeseen, general or special, together with any interest or 017420\000I\11302268.5 3 penalties imposed upon the late payment thereof(collectively,"Impositions"),as shall,from and after the Commencement Date during the Term, be levied, assessed or imposed upon or become due and payable or liens upon, the improvements now or hereafter located on the Premises, the leasehold estate hereby created, or any personal property located on the Premises or any part thereof, by virtue of any present or future law, order or ordinance of any Governmental Authority, to the full extent of installments falling due after the Effective Date during the Term. Lessee shall make or cause to be made all such payments directly to the Governmental Authority charged with the collection thereof before delinquency and before any fine, interest or penalties shall become due or imposed by operation of law for nonpayment. If the law expressly permits the payment of any or all of the foregoing in installments (whether or not interest accrues on the unpaid balance), Lessee may, at its election, utilize the permitted installment method. All payments of Impositions shall be prorated for any portion of a Lease Year. 6.3 Exclusions. Lessee's obligation to pay the Impositions shall not include the following, however described: Lessor's personal income taxes, estate, succession, inheritance,or similar taxes of or on Lessor. 7. USES. 7.1 Purpose. Lessee may use the Premises solely for the Permitted Use. 7.2 Land Use. 7.2.1 Development. Lessee shall have the right to initiate, pursue and obtain any use permits, variances, and similar matters ("Premises Matter") reasonably required in connection with development and operation of the Premises for the Permitted Use. Lessor shall, upon request of Lessee, but subject to Lessor's approval thereof, execute, or join the Lessee in executing, any documents (including applications, easements, dedications and similar matters) necessary to pursue, obtain or effectuate any Premises Matter, provided, however, that Lessor shall not be required to incur any liability,cost,or expense in connection therewith. Any Premises Matters permitted by this Section 7.2 and recorded against title to the Leased Property or Premises shall thereafter be deemed a Permitted Exception (as defined under the Option Agreement). 7.2.2 Signs. Lessee will have the right to erect and maintain such signs as Lessee deems appropriate provided they comply with all applicable governmental regulations. 7.3 Lawful Compliance. Throughout the Term and at no expense to Lessor, Lessee shall promptly comply or cause compliance with all Applicable Laws. Lessee shall observe and comply with all valid laws, ordinances, statutes, orders, and regulations now or hereafter made or issued respecting the Premises or the Improvements on the Premises by any federal,state,county,local,or other governmental agency or entity. 8. MAINTENANCE AND REPAIR. Throughout the Term,Lessee,at its sole cost and expense, shall keep and maintain the Premises in good condition and repair. All repairs (including restoration work resulting from a casualty loss) shall be performed in a good and workmanlike manner by properly licensed contractors and subcontractors in compliance with all applicable permits, authorizations, building and zoning laws and all other laws, ordinances, 017420\0001\11302268.5 4 orders,rules, regulations and requirements of applicable Governmental Authorities. Lessor shall not be required to maintain or make any repair or alterations to, or be responsible for the cost of any alterations of or repairs to,the Premises of any nature whatsoever, structural or otherwise. 9. IMPROVEMENTS 9.1 Compliance With Law and Standards. Lessee shall have the right to install, erect, and maintain any and all Improvements on the Leased Property in accordance with the Permitted Use. All work on the Premises shall be performed, and the buildings shall be erected in accordance with all valid laws,ordinances, regulations, and orders of all federal, state, county, or local governmental agencies or entities having jurisdiction over the Premises. All work performed on the Premises under this Lease, or authorized by this Lease, shall be done in a good workmanlike manner and performed only by competent contractors licensed under the laws of the State of Colorado. 9.2 Mechanics' Liens. At all times during the Term of this Lease, Lessee shall keep the Premises and the buildings now or hereafter located on the Premises free and clear of all liens and claims of liens for labor,services, materials, supplies,or equipment performed on or furnished to the Premises. Lessor or its representatives shall have the right to go upon and inspect the Premises upon prior notice to Lessee and shall have the right to post and keep posted thereon notices of non-responsibility or such other notices which Lessor's interest in the Premises requires. 9.3 Mechanics' Lien Contest. If Lessee shall desire to contest any claim of lien,it shall furnish Lessor with adequate security of the value or in the amount of the claim,plus estimated costs and interest, or a bond of a responsible corporate surety in such amount conditioned on the discharge of the lien. If a final judgment establishing the validity or existence of a lien for any amount is entered,Lessee shall pay and satisfy the same. 9.4 Lessor's Payment. If Lessee shall be in default in paying any charge for which a mechanics' lien claim and suit to foreclose the lien have been filed and shall not have given Lessor security to protect the property and Lessor against such claim of lien, Lessor may (but shall not be so required) pay said claim, in which event any costs and amounts so paid, together with reasonable attorneys' fees incurred in connection therewith, shall be immediately due and owing from Lessee to Lessor, and Lessee shall pay the same to Lessor. Should any claims of lien be filed against the Premises or any action affecting the title to such property be commenced,the party receiving notice of such lien or action shall forthwith give the other party written notice thereof. 9.5 Ownership. At the expiration or termination of the Lease, unless waived by Lessor, Lessee, at its expense, shall cause such Improvements to be removed so as to return the Leased Property underlying such Improvements, as nearly as practicable, to its condition as of the Commencement Date. The obligation of Lessee under this Section 9.5 shall survive the expiration or termination of this Lease. Notwithstanding the foregoing, Lessee shall not be required to remove well casings or any underground pipeline or utility lines installed as part of the Improvements; however, Lessee shall cause any such wells to be plugged and abandoned in accordance with Applicable Laws. 017420\0001\11302268.5 5 10. DAMAGE OR DESTRUCTION. Lessee shall promptly notify Lessor of any damage to any Improvements on or about the Premises resulting from any fire or other casualty. If at any time during the Term,the Improvements now or hereafter on the Premises are destroyed in whole or in part by fire, the elements, or any other casualty, this Lease shall continue in full force and effect, and Lessee may elect, at Lessee's own cost and expense, to restore the Improvements or demolish the damaged Improvements and construct alternate Improvements ("Restoration"). Lessee shall diligently prosecute such work and installation to completion. If Lessee elects not to commence Restoration, Lessee, at its expense, shall cause such Improvements to be cleared from the Leased Property and return the Leased Property underlying such improvements,as nearly as practicable,to its condition as of the Commencement Date or in a condition otherwise acceptable to Lessor, subject to the surrender obligations of Section 9 above. 11. INSURANCE. 11.1 Liability Insurance. Throughout the Term, at Lessee's sole cost and expense, Lessee shall maintain in force commercial general liability insurance insuring against claims and liability for personal and bodily injury,death and property damage occurring on,in or about the Premises during the policy period. Lessee will obtain Commercial General Liability coverage with limits not less than $2,000,000 per occurrence and $2,000,000 annual aggregate. Lessee may maintain other commercially reasonable insurance policies,in its sole discretion. 11.2 Waiver of Subrogation. Lessee and Lessor each hereby waive any and all rights of recovery against the other or against the officers, directors, partners, members, trustees, employees and shareholders of the other, on account of loss or damage occasioned to such waiving party or its property or any property of others under its control to the extent that such loss or damage is insured under the insurance required to be maintained pursuant to this Lease or insurance actually maintained, whether or not required, but only to the extent of insurance proceeds actually collected by the waiving party. Lessee and Lessor will each, upon obtaining the respective policies of insurance required under this Lease, give notice to the insurance carrier or carriers that the foregoing mutual waiver of subrogation is contained in this Lease and obtain from the respective carriers an endorsement waiving any right of subrogation in favor of the insurer. 12. LIABILITY AND INDEMNIFICATION. 12.1 Lessee Indemnity. Lessee shall indemnify, defend and hold Lessor harmless from any liability, loss, claim, damage, cost or expense including attorneys' fees (collectively,"Claims") suffered or incurred by Lessor arising by reason of the following: 12.1.1 The death or injury of any person (including Lessee or any person who is an employee or agent of Lessee); 12.1 .2 Damage to or destruction of any property, including property owned by Lessee or by any person who is an employee or agent of Lessee, from any cause whatever while that person or property is in or on the Premises or in any way connected with the Premises or with any of the Improvements or personal property on the Premises; 017420A000N 13022685 6 12.1.3 Any work performed in or on the Premises or materials furnished to the Premises at the instance or request of Lessee or any person or entity acting for or on behalf of Lessee; or 12.1.4 Lessee's failure to perform its obligations under this Lease or to comply with any Applicable Law or any requirement imposed on Lessee or the Premises by any duly authorized governmental agency or political subdivision (unless such obligation is expressly imposed on Lessor). 12.1.5 The foregoing indemnification contained in this Section 12.1 shall survive the expiration or termination of this Lease; provided, however, nothing in this Section 12.1 shall be construed to require Lessee to indemnify, defend or hold Lessor harmless from any negligent act or omission or intentional misconduct of Lessor or any of Lessor's agents, employees or contractors. 12.2 Lessor Indemnity. Subject to the other provisions of this Lease, Lessor shall indemnify, defend and hold Lessee harmless for, from and against any and all claims (including reasonable attorneys' fees and costs) in any way and to the extent arising from any breach or default on Lessor's part in the performance of any of Lessor's obligations under this Lease; provided, that the foregoing shall exclude any claims and other liabilities to the extent deriving from any negligent act or omission or intentional misconduct of Lessee or any of Lessee's agents,employees,or contractors. 12.3 Survival. The indemnifications of Lessee and Lessor contained in this Lease shall survive the expiration of the Term or the earlier termination of this Lease. 13. CONDEMNATION. 13.1 Automatic Termination. If, after the Effective Date and prior to the expiration of the Term hereof, the whole of the Premises shall be taken under power of eminent domain by any public or private authority,or conveyed by Lessor to said authority in lieu of such taking, then this Lease shall cease and terminate as of the date of such taking, subject, however, to the right of Lessee,at its election,to continue to occupy the Premises, subject to the terms and provisions of this Lease,for all or such part,as Lessee may determine,of the period between the date of such taking and the date when possession of the Premises shall be taken by the taking authority and any unearned Monthly Base Rent, if any, paid in advance, shall be refunded to Lessee, based upon the proportion of the Lease Year then in effect which has elapsed when Lessee's possession of the Premises terminates pursuant to such eminent domain proceeding. 13.2 Termination Right. lf,after the Effective Date and prior to the expiration of the Term hereof, any taking under the power of eminent domain by a public or private authority or any conveyance by Lessor in lieu thereof, shall result in the portion of the Premises not taken being insufficient for the economic or feasible operation thereof by Lessee then Lessee may, at its election, terminate this Lease by giving Lessor notice of the exercise of Lessee's election within thirty (30) days after Lessee shall receive notice of such taking. In the event of termination by Lessee under the provisions of this Section, this Lease shall cease and terminate as of the date of such taking subject to the right of Lessee, as its election, to continue to occupy 017420\0001\11302268.5 7 the Premises, subject to the terms and provisions of this Lease, for all or such part, as Lessee may determine for the period between the date of such taking and the date when possession of the Premises shall be taken by the appropriating authority,and any unearned Monthly Base Rent or other charges, if any, paid in advance, shall be refunded to Lessee as provided in Section 13.1 above. 13.3 Restoration. In the event of a taking in respect of which Lessee shall not have the right to elect to terminate this Lease or, having such right, shall not elect to terminate this Lease,this Lease shall continue in full force and effect and Lessee may,at Lessee's sole cost and expense, elect to restore the remaining portions of the Premises. If Lessee elects not to restore the Improvements, Lessee, at its expense, shall cause such Improvements to be cleared from the Leased Property and return the Leased Property underlying such Improvements to its condition as of the Commencement Date or in a condition otherwise acceptable to Lessor, subject to the surrender obligations of Section 9 above. 13.4 Award. In the event of any condemnation, taking or sale as aforesaid, whether whole or partial, Lessee and Lessor shall each be entitled to receive and retain such separate awards and portions of lump sum awards as may be allocated to their respective interests in any condemnation proceedings, or as may be otherwise agreed provided that Lessee shall not be entitled to make a claim for any bonus value of this Lease. Termination of this Lease shall not affect the right of the respective parties to such awards. 14. ASSIGNMENT AND SUBLETTING. 14.1 Assignment. 14.1.1 Lessee shall have no right to assign this Lease or sublet the Premises, without Lessor's prior written consent (except as set forth in Section 14.1.2), which consent shall not be unreasonably withheld. 14.1.2 Lessee may assign this Lease without the prior written consent of Lessor after first having satisfied the requirements set forth in Section 14.1.3. Lessee agrees to reimburse Lessor for Lessor's reasonable administration or attorneys' fees incurred in conjunction with the processing and documentation of any such requested assignment or transfer. Upon written request of Lessor,Lessee shall furnish to Lessor at no expense to Lessor,complete financial statements of the assignee, audited by a certified public accountant reasonably satisfactory to Lessor. No such assignment shall relieve Lessee or its obligations under this Lease, unless such assignment is made in connection with a sale of substantially all of the assets of Lessee. 14.1.3 (i) Lessee shall provide Lessor with written notice of any such proposed assignment no less than thirty (30) days prior to the intended effective date of such assignment together with a copy of any proposed assignment agreement; and (ii) the assignee shall demonstrate through audited financial statements prepared by a certified public accounting firm that it has the financial ability to perform its obligations with respect to this Lease. Except as provided in this Lease,Lessor shall not be entitled to any consideration in connection with any assignment or sublease. 017420\0001\11302268.5 8 14.1.4 No assignment shall be effective until the assignee has assumed in writing the obligations of Lessee under this Lease accruing from and after the date the assignment is consummated. 15. LEASEHOLD MORTGAGE. 15.1 Leasehold Mortgage. Nothing in this Lease shall be construed as restricting in any manner the right of Lessee, from time to time, or at any time, to create one or more liens on, collaterally assign, or encumber, by mortgage, deed of trust or trust deed in the nature of a mortgage (each, a "Leasehold Mortgage") the leasehold interest of Lessee in the Premises, and subject to the restrictions and limitations contained in any such instrument as to further conveyances, transfers and assignments,and Lessor's prior express written consent, such consent not to be unreasonably withheld,Lessee will have the right at any time,and from time to time, to convey, transfer and assign its interest under this Lease to a mortgagee or trustee, its nominee or its designee (each,a "Leasehold Mortgagee") under a Leasehold Mortgage given to secure any note or other obligation of Lessee. Within thirty (30) days after creating a Leasehold Mortgage with respect to this Lease, Lessee shall serve written notice upon Lessor of the existence thereof, shall designate an address where notice may be served upon the Leasehold Mortgagee under any such Leasehold Mortgage and shall furnish Lessor with a copy of such Leasehold Mortgage. Failure of Lessee to serve such notice in a timely manner shall not affect any Leasehold Mortgagee's rights hereunder. A Leasehold Mortgagee shall have the right to make such services and deliveries upon Lessee. 15.2 Certain Benefits to Leasehold Mortgage. If Lessee shall execute any Leasehold Mortgage, then, in such event and so long as such Leasehold Mortgage shall constitute a lien or encumbrance against the leasehold estate of Lessee hereunder, the following provisions shall apply: 15.2.1 Loss Payee; Insurance or Condemnation Proceeds. The name of such Leasehold Mortgagee shall be added to the "Loss Payable Endorsement" of any and all insurance policies required to be carried by Lessor under this Lease. Lessor will pay to Leasehold Mortgagee any proceeds from insurance or condemnation of the Premises that are payable to Lessee under the Lease, for the account of Leasehold Mortgagee and Lessee to the extent required by the provisions of the applicable Leasehold Mortgage. 15.2.2 Merger. If Lessee shall acquire fee title, or any other estate, title or interest in the Premises which is the subject of this Lease, or any part thereof, or if the leasehold estate created by this Lease,or any portion thereof, shall be assigned, sold or otherwise transferred to the owner of such fee title or other estate,title or interest in the Premises which is the subject of this Lease,then in either such event, upon the election of the Leasehold Mortgagee first in priority expressly made in writing at any time thereafter,the Leasehold Mortgage held by such Leasehold Mortgagee shall attach to and be a first lien upon such fee title and/or other estate so acquired (but only as the same pertains to the Premises),and such fee title and/or other estate so acquired shall be mortgaged, assigned and conveyed to such Leasehold Mortgagee and the lien of such Leasehold Mortgage spread to cover such estate with the same force and effect as though specifically mortgaged, assigned or conveyed in such Leasehold Mortgage and upon request of such Leasehold Mortgagee, any or all of Lessee, Lessor or the fee owner of the 017420\0001\11302268.5 9 Premises shall execute such documents and instruments as may be reasonably required for such purpose. Notwithstanding the foregoing, if and so long as any of the indebtedness secured by any such Leasehold Mortgage shall remain unpaid, unless the Leasehold Mortgagee thereunder shall otherwise in writing expressly consent, the fee title to the Premises which is the subject of this Lease and the leasehold estate created by this Lease shall not merge but shall always be kept separate and distinct,notwithstanding the union of said estates either in Lessee or in Lessor,or in a third party, by purchase or otherwise. 15.2.3 Notice to Lessor. Lessor shall, upon serving Lessee with any notice of default pursuant to the provisions of this Lease, at the same time serve a copy of such notice upon every Leasehold Mortgagee that has served Lessor with notice of its identity and address, and no such notice by Lessor to Lessee hereunder shall have been deemed duly given unless and until a copy thereof has been so served on every such Leasehold Mortgagee. 15.2.4 Additional Cure Period. From and after the time such notice as provided in Section 15.2.3 has been served upon any Leasehold Mortgagee, such Leasehold Mortgagee shall have the same period,after the service of notice upon it,for curing any default, as is given Lessee after the service of notice upon Lessee, plus in each instance an additional thirty (30) days (unless, with respect to non-monetary defaults, such cure cannot by its nature reasonably be performed within such period, in which case there shall be allowed such additional time as may be reasonably required to effect such cure (including, without limitation,the amount of time necessary to have a receiver appointed in the event that possession of the Premises is required in order to effect such cure) if the Leasehold Mortgagee shall have promptly commenced curing same within such period and shall prosecute the same to completion). Any default by Lessee that is not susceptible to being cured by Leasehold Mortgagee shall be deemed waived by Lessor. 15.2.5 Termination. Anything contained in this Lease to the contrary notwithstanding, if any default shall occur which entitles Lessor to terminate this Lease, Lessor shall have no right to terminate this Lease unless (a) following the expiration of the period of time given Lessee to cure such default (or the act or omission which gave rise to such default), Lessor shall notify every Leasehold Mortgagee of Lessor's intent to so terminate or exercise any such rights, powers or remedies ("Default Notice") at least thirty (30) days in advance of the proposed effective date of such termination ("Default Notice Period"); and (b) during the applicable Default Notice Period,no Leasehold Mortgagee notifies Lessor of its desire to nullify such notice("Mortgagee Notice"). 15.2.6 Procedure on Default. If Lessor shall elect to terminate this Lease or obtain possession of the Premises by reason of any default of Lessee, and a Leasehold Mortgagee shall have provided Lessor with the Mortgagee Notice, the specified date for the termination of this Lease as fixed by Lessor in its Default Notice or for the obtaining of possession shall be extended for a period of three (3) months, provided that such Leasehold Mortgagee shall, during such three (3) month period: (a) pay or cause to be paid the monetary obligations of Lessee under this Lease as the same become due, other than rentals, and continue its good faith efforts to perform all of Lessee's other obligations under this Lease, excepting (i) obligations of Lessee to satisfy or otherwise discharge any lien, charge or encumbrance against Lessee's interest in this Lease or the Premises junior in priority to the lien of the mortgage held 017420\0001\11302268.5 10 by such Leasehold Mortgagee; and (ii) past nonmonetary obligations then in default and not reasonably susceptible of being cured by such Leasehold Mortgagee; and (b) if not enjoined or stayed, take steps to acquire or sell Lessee's interest in this Lease by foreclosure of the Leasehold Mortgage or other appropriate means and prosecute the same to completion with due diligence. If at the end of such three (3) month period such Leasehold Mortgagee is complying with this Section then this Lease shall not then terminate, and the time for completion by such Leasehold Mortgagee of its proceedings shall continue so long as such Leasehold Mortgagee is enjoined or stayed and thereafter for so long as such Leasehold Mortgagee proceeds to complete steps to acquire or sell Lessee's interest in this Lease by foreclosure of the Leasehold Mortgage or by other appropriate means with reasonable diligence. Nothing in this Section,however, shall be construed to extend this Lease beyond the Term or to require a Leasehold Mortgagee to continue such foreclosure proceedings after the default has been cured. If the default shall be cured and the Leasehold Mortgagee shall discontinue such foreclosure proceedings, this Lease shall continue in full force and effect as if Lessee had not defaulted under this Lease. If a Leasehold Mortgagee is complying with this Section, then, upon the acquisition of Lessee's estate herein by such Leasehold Mortgagee or any other purchaser at a foreclosure sale or otherwise, this Lease shall continue in full force and effect as if Lessee had not defaulted under this Lease. 15.2.7 Receiver. A Leasehold Mortgagee shall have the right after institution of foreclosure proceedings, to apply to the court for the appointment of a receiver of Lessee's interest in the Premises. In the event foreclosure proceedings have been instituted, any money held by Lessee which becomes payable to Lessor shall be payable upon demand to such Leasehold Mortgagee as the interest of such Leasehold Mortgagee may appear when the same so becomes payable to Lessor. If Lessee shall at any time be in doubt as to whether such monies are payable to such Leasehold Mortgagee or to Lessor, Lessee may pay such monies into court and file an appropriate action of interpleader in which event all of Lessee's costs and expenses (including attorneys' fees) shall first be paid out of the proceeds so deposited. Following foreclosure or enforcement of a Leasehold Mortgage, or assignment in lieu thereof, Lessor will recognize the purchaser or assignee of the Leasehold as the "Lessee" under the Lease. 15.2.8 Lease Proceedings. Lessee may give each Leasehold Mortgagee notice of any arbitration or legal proceedings between Lessee and Lessor involving this Lease. Each Leasehold Mortgagee shall have the right to intervene in any such proceedings and be made a party to such proceedings,and the parties hereto do hereby consent to such intervention. 15.3 New Lease. In the event of the termination of this Lease as a result of Lessee's default prior to the expiration of the Term or for any other reason, or in the event of a rejection by Lessee or Lessor of this Lease under Chapter 11 of the Bankruptcy Code, Lessor shall, in addition to providing the notices of default and termination as required by this Lease, provide each Leasehold Mortgagee with written notice that the Lease has been terminated or that Lessor has filed a request with the Bankruptcy Court seeking to reject the Lease,together with a statement of all sums which would at that time be due under this Lease but for such termination or rejection, and of all other defaults, if any, then known to Lessor. Upon the request of the Leasehold Mortgagee, or its designee, whose lien upon the Leasehold Estate created hereby is superior to the lien of any and all other Leasehold Mortgages, Lessor agrees to enter into a new lease ("New Lease") of the Premises with such Leasehold Mortgagee or its designee for the 017420\0001\11302268.5 1 1 remainder of the Term, effective as of the date of termination or rejection,as the case may be, at the rent, and upon the terms, covenants and conditions (including all transfer rights, but excluding requirements which are not applicable or which have already been fulfilled) of this Lease,provided: 15.3.1 Such Leasehold Mortgagee shall make written request upon Lessor for such New Lease within thirty (30) days after the date such Leasehold Mortgagee receives Lessor's notice of termination or rejection. 15.3.2 Such Leasehold Mortgagee shall pay or cause to be paid to Lessor at the time of the execution and delivery of such New Lease, any and all sums which would then be due pursuant to this Lease but for such termination and, in addition thereto, all reasonable expenses, including reasonable attorneys' fees, which Lessor shall have incurred by reason of such termination and the New Lease and which have not otherwise been received by Lessor from Lessee. Upon the execution and delivery of such New Lease, Lessor shall allow to the Lessee named therein as an offset against the sums otherwise due under this Section 15.3.2 or under the New Lease, (i) an amount equal to the net income derived by Lessor from the Premises during the period from the effective date of termination of this Lease to the date of the beginning of the lease term under the New Lease; and (ii) any amounts (including insurance proceeds and condemnation awards), if any, then held by and payable by Lessee which Lessor would have been entitled to receive but for the termination of the Lease. In the event of a controversy as to the amount to be paid to Lessor pursuant to this Section,the payment obligation shall be satisfied if Lessor shall be paid the amount not in controversy, and such Leasehold Mortgagee shall agree to pay any additional sum ultimately determined to be due. 15.3.3 Such Leasehold Mortgagee shall agree to remedy any of Lessee's defaults of which said Leasehold Mortgagee was notified by Lessor's notice of termination or rejection and which are reasonably susceptible of being so cured by such Leasehold Mortgagee. 15.3.4 The Lessee under such New Lease shall have the same right, title and interest in and to the Premises as Lessee under this Lease. 15.3.5 If more than one (1) Leasehold Mortgagee shall request a New Lease, Lessor shall enter into such New Lease with the Leasehold Mortgagee whose mortgage is in the first lien position. 16. DEFAULT. 16.1 Event of Default. Each of the following events shall be an "Event of Default" under this Lease: 16.1.1 Non-Payment of Rent. Lessee shall fail to pay Rent as and when the same shall become due and shall not cure such default within ten (10) days after written notice thereof is given by Lessor to Lessee; 16.1.2 Other Defaults. Lessee shall fail to comply with any term, provision or covenant of this Lease, other than the payment of Rent, and shall not cure such failure within thirty (30) days after written notice thereof is given by Lessor to Lessee, or, if the 017420\0001\11302268 5 12 default is of such a character as to require more than thirty (30) days to cure, unless Lessee shall fail to commence said cure within such thirty (30) days and use reasonable diligence in working to complete such cure; 16.1.3 Insolvency. Lessee shall be adjudged insolvent,make a transfer in fraud of creditors or make an assignment for the benefit of creditors; 16.1.4 Bankruptcy. Lessee shall file a petition under any section or chapter of the Bankruptcy Reform Act of 1978, as amended, or under any similar law or statute of the United States or any state thereof, or Lessee shall be adjudged bankrupt or insolvent in proceedings filed against Lessee thereunder; or 16.1.5 Appointment of Receiver. A receiver or trustee shall be appointed for all or substantially all of the assets of Lessee and Lessee shall not have had such appointment discharged within thirty (30) days after Lessee receives written notice of such appointment. 16.2 Lessor Remedies for Lessee Default. Upon the occurrence of any Event of Default, Lessor shall have the option to pursue any one or more of the following remedies without any notice or demand whatsoever: 16.2.1 Terminate this Lease, in which event Lessee shall immediately surrender the Premises to Lessor, and if Lessee fails so to do, Lessor may, without prejudice to any other remedy which it may have for possession or arrearages in rent, enter upon and take possession of the Premises and expel or remove Lessee and any other person who may be occupying the Premises, or any part thereof, by force if necessary, without being liable to prosecution or for any claim for damages; and Lessee agrees to pay to Lessor on demand the amount of all loss and damage which Lessor may suffer by reason of such termination, whether through inability to relet the Premises on satisfactory terms or otherwise, and upon such termination Lessor shall be entitled to recover from Lessee the unpaid Rent for the balance of the Term,less any amount of such rental loss that Lessee proves could be reasonably avoided. 16.2.2 Enter upon the Premises,without being liable to prosecution or for any claim for damages,and do whatever Lessee is obligated to do under the terms of this Lease; and Lessee agrees to reimburse Lessor on demand for any reasonable and necessary expenses which Lessor may incur in thus effecting compliance with Lessee's obligations hereunder; or 16.2.3 Any other remedies available at law or equity. 16.2.4 Pursuit of any of the foregoing remedies shall not preclude pursuit of any of the other remedies herein provided or any other remedies provided by law, nor shall pursuit of any remedy herein provided constitute a forfeiture or waiver of any Rent due to Lessor hereunder or of any damage accruing to Lessor by reason of the violation of any of the terms, provisions and covenants herein contained. Forbearance by Lessor to enforce one or more of the remedies herein provided upon the occurrence of a Lessee Event of Default shall not be deemed or construed to constitute a waiver of such default. The waiver by Lessor of any breach by Lessee of any of the provisions of this Lease shall not constitute a continuing waiver or a waiver of any subsequent breach by Lessee of either the same or a different provision of this Lease. The 017420\0001\11302268 5 13 remedies given to Lessor in this Section 16 shall not be exclusive but shall be cumulative with and in addition to all remedies now or hereafter allowed by law and elsewhere provided in this Lease. 16.3 Waiver. No failure by a party to insist upon the strict performance of any provision of this Lease or to exercise any right or remedy consequent upon the default thereof, and no acceptance of full or partial Rent during the continuance of any such default, shall constitute a waiver of any such default or of such provision. No provision of this Lease to be performed or observed by a party and no default thereof shall be waived, altered or modified except by written instrument executed by the non-defaulting party. No waiver of any default shall affect or alter this Lease but each and every provision of this Lease shall remain and continue in full force and effect with respect to any other existing or subsequent default thereof. 16.4 Cumulative Remedies. Each of Lessor's rights and remedies provided for in this Lease shall be cumulative, and shall be in addition to every other right or remedy provided for in this Lease, or now or hereafter existing at law or in equity whether by statute or otherwise, and the exercise or beginning of the exercise by Lessor of any one or more of the rights or remedies provided for in this Lease, as now or hereafter existing, shall not preclude the simultaneous or later exercise by Lessor of any or all other rights or remedies provided for in this Lease or now or hereafter existing at law or in equity. 16.5 Lessor Default. If Lessor fails to perform any of its obligations or breaches any of its covenants contained in this Lease, Lessor shall not be in default unless such failure continues for a period of thirty (30) days after written demand for performance is given by Lessee, or, if the default is of such a character as to require more than thirty (30) days to cure, unless Lessor shall fail to commence said cure within thirty (30) days and use reasonable diligence in working to complete such cure. In the event of Lessor's default, Lessee shall be entitled to pursue any right existing at law or in equity whether by statute or otherwise, including,without limitation,specific performance and termination of the Lease. 16.6 Lessor's Right to Cure Defaults. All covenants and agreements to be performed by Lessee under any of the terms of this Lease shall be at its sole expense and, except as otherwise specifically provided herein,without any abatement of Rent. If Lessee should be in default in the performance of any term or covenant on Lessee's part to be kept, observed or performed hereunder, at its option, Lessor may make any such payment or perform any such covenant for the account of Lessee. If Lessor makes any expenditure or incurs any obligation for the payment of money in connection therewith, the same shall be due and payable upon demand. Lessor's rights hereunder shall be in addition to any other rights granted to Lessor by any other provisions of this Lease and shall not constitute a waiver of any rights of Lessor or a release of Lessee from any obligations under this Lease. 017420\0001\1 13022685 14 17. LIMITATION OF LESSOR'S LIABILITY. In the event Lessor fails to perform any covenant or obligation on the part of Lessor contained in this Lease, Lessee may proceed only against Lessor's interest in the Leased Property, and any money judgment recovered by Lessee shall be satisfied only against such Lessor's interest therein, and any money judgment recovered by Lessee shall be satisfied only out of the proceeds of sale recovered upon execution of such judgment and levied thereon against the right,title and interest of Lessor in the Leased Property. Lessee shall have no right to proceed against or recover any deficiency from any trustee,member,shareholder or partner of Lessor. 18. ENVIRONMENTAL PROVISIONS. 18.1 Definitions. 18.1.1 As used in this Lease, the term "Hazardous Material(s)" means any oil, flammable items, explosives, radioactive materials, hazardous or toxic substances, material or waste or related materials including, without limitation, any substances that pose a hazard to the Premises or to persons on or about the Premises and any substances defined as or included in the definition of "hazardous substance," "hazardous waste," "hazardous material," "toxic substance," "extremely hazardous waste," "restricted hazardous waste," "pollutant," "contaminant," or words of similar import, now or subsequently regulated in any way under applicable federal, state or local laws or regulations, including without limitation, petroleum based products, paints, solvents, lead, cyanide, DDT, printing inks, acids, pesticides, ammonia compounds and other chemical products, asbestos in any form, PCBs, urea formaldehyde foam insulation, transformers or other equipment containing dielectric fluid, levels of polychlorinated biphenyls, or radon gas, and similar compounds, and including any different products and materials which are subsequently found to have adverse effects on the environment or the health and safety of persons. 18.1.2 As used herein, the term "Environmental Law(s)" means any one or all of the following: the Comprehensive Environmental Response, Compensation and Liability Act, as amended by the Resource Conservation Act and Recovery Act as amended (42 U.S.C. §§ 6901 et seg.); the Safe Drinking Water Act as amended (42 U.S.C. §§ 300f et seq.); the Clean Water Act as amended (33 U.S.C. §§ 1251 et seq.); the Clean Air Act as amended (42 U.S.C. §§ 7401 et sec.); the Toxic Substances Control Act as amended (15 U.S.C. §§ 135 et the Solid Waste Disposal Act as amended (42 U.S.C. §§ 3251 et sea.); the Hazardous Materials Transportation Act (49 U.S.C. §§ 1801 et seq.); the regulations promulgated under any of the foregoing; and all other laws, regulations, ordinances,judicial or administrative decisions, standards, policies, and guidelines now in effect or hereinafter enacted by any Governmental Authority (whether local, state or federal) having jurisdiction or regulatory authority over the Premises or over the activities conducted therein and which deal with the regulation or protection of human health, industrial hygiene or the environment, including the soil, subsurface soil, ambient air,groundwater, surface water,and land use. 18.1.3 As used herein, the term "Environmental Activitv(ies)" means any intentional or unintentional generation, manufacture, production, pumping, bringing upon, use,storage,treatment,release,discharge,escaping,emitting,leaching,disposal or transportation of Hazardous Materials in violation of Environmental Laws. 017420\0001\11302268.5 15 18.2 Compliance with Environmental Laws. Lessee shall keep and maintain the Premises in compliance with,and shall not cause or permit the Premises to be in violation of, any Environmental Laws. All Lessee's activities at the Premises shall be in accordance with all Environmental Laws. 18.3 Environmental Notices. Lessee shall promptly, and in any event not more than five (5) Business Days after the occurrence thereof, notify Lessor of, and upon Lessor's request shall provide Lessor with copies of,the following: 18.3.1 Any correspondence, communication or notice, oral or written, to or from any Governmental Authority or any other Person regarding the application of Environmental Laws to the Premises or Lessee's operations on the Premises, including, without limitation, any judicial or administrative complaint, order or pleading, notices of violation, notices of inspections,inspection reports,notices to comply and citations; 18.3.2 Any reports filed by Lessee pursuant to any Environmental Law or self-reporting requirements; 18.3.3 Any permits and permit applications relating to Environmental Laws; and 18.3.4 Any change in the operations on the Premises that will change Lessee's or Lessor's obligations or liabilities under Environmental Laws. Lessee shall also notify the Lessor of the reportable release of any Hazardous Material in, on, under,about or above the Premises,the Project,or the Leased Property. 18.4 Lessee Environmental Indemnity. Lessee shall protect, indemnify, defend and hold harmless Lessor, from and against any and all losses, damages, claims, costs, expenses, penalties, fines and liabilities of any kind which are attributable to (i) any Environmental Activity in or on the Premises undertaken or committed during the Term of this Lease, (ii) any investigation, remedial or clean-up work undertaken by or for Lessee in connection with Environmental Activities or compliance with Environmental Laws, or (iii) the breach by Lessee of any of its obligations and covenants set forth in this Section 18. 18.5 Exception to Indemnity and Lessor Environmental Indemnity. Notwithstanding anything contained in this Section 18,Lessee shall not be responsible for,or,by executing this Lease, assume liability for (i) any Environmental Activity occurring prior to the Effective Date of this Lease, or (ii) any Environmental Activity undertaken or committed by Lessor or its agents or contractors,and the indemnity set forth in Section 18.4 shall exclude such matters. Lessee shall protect, indemnify, defend and hold harmless Lessee for,from and against any and all losses, damages, claims, costs, expenses, penalties, fines and liabilities of any kind which are attributable to (i) any Environmental Activity in or on the Premises undertaken or committed prior to the Term of this Lease, (ii) any Environmental Activity on the Premises undertaken or committed by Lessor or its agents or contractors. 18.6 Lessor Environmental Compliance. To the knowledge of Lessor: 017420A0001A113022685 16 18.6.1 During the five (5) years prior the execution date hereof, no alleged violation of any Environmental Law has been asserted, initiated or threatened against (i) Lessor in connection with the Leased Property,or(ii) any person or entity whose liability for any alleged violation has or may have been retained or assumed by Lessor, either contractually or by operation of law,in connection with the Leased Property. 18.6.2 During the five (5) years prior the execution date hereof, there are no past or present action, activities, circumstances, conditions, events or incidents by or involving the Leased Property or Seller which involve any Environmental Activity that would or would reasonably be expected to form the basis of any claim for violation of Environmental Laws. 19. SNDA. Lessor shall obtain a Subordination and Non-Disturbance Agreement from Lessor's Lender, in form previously agreed to between Lessor, Lender, and Lessee, and executed simulatneously with the execution of this Lease. 20. "intentionally deleted' 21. ACCESS AND UTILITY RIGHTS. In connection with this Ground Lease and for the Term thereof,Lessor hereby grants, bargains, sells and conveys unto Lessee as part of the Premises, (i) a non-exclusive access easement in and to, upon, over, under, across and through the Lessor's Property, including the existing driveway located on the Lessor's Property and any future roads or driveways that Lessor may construct, for the purpose of ingress and egress, as necessary in order for Lessee and Lessee's customers, contractors, agents or invitees to access the Leased Property,(ii) the right to construct,install, maintain,repair and replace any additional access roads or driveways for the purpose of ingress and egress,as necessary in order for Lessee to access the Leased Property, and (iii) a non-exclusive access easement in and to, upon, over, under, across and through the Lessor's Property, for the purpose of surveying, constructing, installing, operating, maintaining, inspecting, repairing, altering, relocating, rebuilding, removing,reconstructing and replacing one or more pipelines for the transportation of water and related equipment and appurtenances, including utility lines, above and below ground (collectively, the "Access and Utility Easement"). Lessor agrees to maintain (including snow and ice removal) and repair all existing roads and driveways located on Lessor's Property and any future roads and driveways it may construct on Lessor's Property, during the Term of this Lease; provided, however, Lessee shall reimburse Lessor, upon demand, for its equitable share of costs incurred by Lessor in order to maintain such roads and driveways located on Lessor's Property which are routinely used by Lessee. 22. GENERAL PROVISIONS. 22.1 Nonmerger. If both Lessor's and Lessee's estates in the Premises become vested in the same owner, this Lease shall nevertheless not be destroyed whether by application of the doctrine of merger or otherwise except at the express election of Lessee. 22.2 Estoppel Certificates. At any time and from time to time within twenty (20) days after written request by either party, the other party shall execute and deliver to the requesting party, or to such other recipient as the notice shall direct, a statement certifying that 017420\0001\11302268.5 17 this Lease is unmodified and in full force and effect,or if there have been modifications,that it is in full force and effect as modified in the manner specified in the statement, that there are no claims,offsets,defenses or defaults asserted by the party making such statement other than those specified therein and such other matters as may be reasonably requested. The statement shall also state the dates to which the Rent and any other charges have been paid in advance and shall specify such other matters as the requesting party shall reasonably request. The statement shall be such that it can be relied on by any person specified in the request. If the responding party fails to deliver the requested estoppel certificate within the requisite time period, then it shall be conclusively deemed that the requesting party is not then in default of any obligations under this Lease. If a party shall request and receive from another party more than two sets of estoppel certificates during any period of 12 successive months, then the requesting party shall reimburse the other party upon demand for the reasonable costs and expenses incurred in connection with each additional certificate requested by the requesting party. 22.3 Attorneys' Fees. If either party to this Lease brings any action or proceeding for any relief against the other,declaratory or otherwise,arising out of this Lease,the losing party shall pay to the prevailing party a reasonable sum for attorneys' fees incurred in bringing such suit and/or enforcing any judgment granted therein, all of which shall be deemed to have accrued upon the commencement of such action and shall be paid whether or not such action is prosecuted to judgment. Any judgment or order entered in such action shall contain a specific provision providing for the recovery of reasonable attorneys' fees and costs incurred in enforcing such judgment. The parties further agree that Lessor shall be entitled to attorneys' fees and costs incurred in the preparation and service of notices of default, and consultations in connection therewith, whether or not a legal action is subsequently commenced in connection with such default or resulting breach. 22.4 Holding Over. Should Lessee, with or without Lessor's written consent, hold over after the expiration of the stated Term of this Lease,or any extension or renewal of the Term of this Lease,or after termination of this Lease, such possession by Lessee shall be deemed to be a month-to-month tenancy terminable upon 30 days' notice given at any time, upon each and all of the terms herein provided as may be applicable to a month-to-month tenancy, and any such holding over shall not constitute an extension of the term of this Lease. During such holding over, Lessee shall pay in advance, monthly rent equal to one hundred fifty percent (150%) of the Monthly Base Rent payable by Lessee under this Lease for the last full month immediately preceding the date of expiration or termination of this Lease. The foregoing provisions of this Section are in addition to and do not affect Lessor's right of re-entry or any other rights of Lessor hereunder or as otherwise provided by law. 22.5 Interest; Late Charge. All amounts of Rent not paid when due shall accrue interest at ten percent (10%) per annum, but in no event in excess of the maximum rate of interest permitted by law. Lessee acknowledges that late payment by Lessee to Lessor of Monthly Base Rent will cause Lessor to incur costs not contemplated by this lease, the exact amount of such costs being extremely difficult and impracticable to fix. Therefore, if any Monthly Base Rent is not received by Lessor when due, and Lessee fails to pay the amount overdue within ten (10) days of written notice thereof, Lessee shall pay to Lessor an additional sum equal to five percent (5%) of the overdue amount as a late charge. The parties agree that this late charge represents a fair and reasonable estimate of Lessor's costs to be incurred by 017420\0001\11302268.5 18 reason of Lessee's late payment, but does not relieve Lessee from its obligation to pay Monthly Base Rent when due. Acceptance of any late charge shall not constitute a waiver of Lessee's default with respect to the overdue amount, nor prevent Lessor from exercising any of the other rights and remedies available to Lessor. 22.6 Recorded Lease. This Lease shall not be recorded but concurrently with the execution of this Lease the parties shall execute and record a Memorandum in the office of the Weld County Recorder in the form of Exhibit D attached hereto. Lessee shall pay any fee or tax imposed in connection with the recordation of the Memorandum. 22.7 No Partnership. Lessor shall not in any way or for any purpose be deemed a partner,joint venturer or member of any joint enterprise with Lessee, nor shall Lessee be deemed the employee or agent of Lessor for any purpose. 22.8 Successors. Subject to the provisions of Section 15, each and every provision of this Lease shall bind and shall inure to the benefit of the parties hereto and their successors. The term "successors" is used herein in its broadest possible meaning and includes every Person acquiring or succeeding to any interest in this Lease or the Premises or of Lessee or Lessee herein, whether such succession results from the act of a party in interest, occurs by operation of law,or as the effect of the operation of law together with the act or omission of such party. 22.9 Notices. All notices or requests which are required or which may be given by either party to the other hereunder shall be in writing and shall be deemed delivered: (a) upon personal delivery, (b) one Business Day following delivery to a recognized overnight delivery courier, or (c) when transmitted properly, in the case of facsimile transmission, with a facsimile being deemed to have been properly transmitted as of the date of successful transmission of the entire notice,as confirmed by return transmission,in each instance addressed to each party at the following addresses or such other address as either party may designate by such notice: if to Lessee: NGL Water Solutions DJ,LLC 3773 Cherry Creek North Drive,Suite 1000 Denver,Colorado 80209 Attention: Sr. VP- Water Facsimile: 303-815-1011 With a copy to: NGL Water Solutions DJ,LLC 3773 Cherry Creek North Drive,Suite 1000 Denver,Colorado 80209 Attention: General Counsel Facsimile: 303-815-1011 (n7420\0001\11302268 5 19 If to Lessor: Grassland Water Solutions LLC 1400 16`h Street Mall,Suite 400 Denver,Colorado 80202 Attention: Christopher P.Dietzler Facsimile: (720) 932-8100 With a copy to: Davis Graham & Stubbs,LLP 1550 17th Street, Suite 500 Denver,CO 80202 Attention: Joel O. Benson Facsimile: (303) 892-1379 22.10 Encumbrances. This Lease is made subject to the easements, liens, leases and licenses in, upon or across said land as set forth on the Title Commitment No. 35100- 13-05287, Revision No. 6, with an effective date of May 30, 2014 and an issue date of June 6, 2014, issued by North American Title Company of Colorado ("Title Commitment"). Lessee shall not enter into any licenses, easements or other agreements further burdening the Leased Property without the prior written consent of Lessee. 22.11 Time of Essence. Time is of the essence of this Lease and each and all of its provisions. 22.12 Severab�. The unenforceability, invalidity, or illegality of any provision of this Lease shall not render the other provisions unenforceable,invalid or illegal. 22.13 Quiet Eniovment. Provided Lessee pays all sums due hereunder and performs all provisions hereof, Lessee shall peaceably and quietly have, hold and enjoy the Premises throughout the Term, subject to the terms and provisions hereof. Lessor agrees to warrant and forever defend Lessee's right to such occupancy, use and enjoyment and the title to the Premises against the claims of any and all persons whomsoever lawfully claiming the same, or any part thereof, by, through or under Lessor, subject only to provisions of this Lease and all applicable governmental laws,rules and regulations. 22.14 Interpretation. The captions by which the sections of this Lease are identified and the main headings under which particular sections are placed are for convenience only and shall have no effect upon the interpretation of this Lease. Wherever the context so requires, the singular number shall include the plural, the plural shall refer to the singular, and the neuter gender shall include the masculine and feminine genders. If either party consists of more than one person, each person shall be jointly and severally liable hereunder. This Lease shall be governed and construed in accordance with Colorado law, without giving effect to choice of law principles. 22.15 Entire Instrument. This is an integrated Lease which contains all of the understandings of the parties with respect to the Premises and supersedes all agreements heretofore or contemporaneously made by the parties with respect to the matters contained herein. This Lease cannot be modified in any respect except by a writing executed by Lessee 017420\0001\11302268.5 20 and Lessor. 22.16 Resolutions. If either Lessee or Lessor is a partnership, corporation, limited liability company or trustee of an irrevocable trust, then, upon request, appropriate authorizing resolutions shall be provided evidencing their respective authority to enter into and perform each and all of their obligations under this Lease. 22.17 Exhibits. The following Exhibits attached hereto are by this reference incorporated herein. Exhibit A Legal Description of Lessor's Property Exhibit B Depiction of the Leased Property Exhibit C Purchase and Sale Agreement and Joint Escrow Instructions Exhibit D Memorandum of Lease !signatures on following pages] 017420\0001\11302268.5 21 IN WITNESS WHEREOF,this Lease is executed as of the Effective Date. LESSEE: NGL WATER SOLUTIONS DJ, LLC By: \ Name: _ urFr_ Title: [Signature Page to Ground Lease] LESSOR: / GRASS A46 }�TATER S `TIO: S LLC By: Name: / Lf e • ev- Title: f rlOft- 5 c 6 0 _ [Signature Page to Ground Leave] EXHIBIT A LEGAL DESCRIPTION OF THE PROPERTY The West Half of the Northwest Quarter of Section 13, Township 10 North, Range 61 West of the Sixth Principal Meridian,County of Weld,State of Colorado. 017420\0001\113022685 A-1 EXHIBIT B DEPICTION OF THE LEASED PROPERTY WCR 118 WCR 118 .... , s -P3 J0"0, L 7 5� S '. X14577' e I VIE Ce.Oce ti. IL,n I In Cl IL ' / (.1) e . m '1 . L I 1 N.,:n 114 u: pi n n Ionr Pound rill?, o- TSI7EI AIL B n,fic -/ e �. ree -NTS . . rl In . I . I T : i i Q' e r r I l, I • I - - - 71 . 1%) .‘„,,1 NORTH I II o_ WESi E0.5T me u. ,, SOUTH I HORIZONTAL SCALE:t•c POV I..... in,u...if,:> I r.... ., . V S ... .e la II I � . I '/4 frame. nwn 513 I I Atil . ( SB9'56 49'YI 1351,16 Is4959Y3-W 1707 JS' W real."1Ww enl '.,/4 Corner Cenlo N'061 lilt CI:na: • -1 " 1J-TO-T1 ! I I'n IS Li 4lOll I ). e Ii/ 4 I+nncrc3ry n-crr ou11, 017420A0001A11302268.5 B-1 EXHIBIT C PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS This PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (this "Agreement') is effective as of , 20_ (the "Effective Date") between GRASSLAND WATER SOLUTIONS LLC, a Delaware limited liability company ("Seller") and NGL WATER SOLUTIONS DJ, LLC, a Colorado limited liability company ("Buyer") (each of Seller and Buyer, individually, a "Party" and, collectively, the "Parties"), who hereby agree as follows. RECITALS: WHEREAS, Buyer, as lessee, and Seller, as lessor, entered into that certain Ground Lease and Option to Purchase,dated as of June 9,2014 ("Ground Lease"); and WHEREAS, pursuant to the Ground Lease, Buyer has an option to purchase the Property (defined below) and has elected to exercise such option. NOW, THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants and agreements set forth below, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged,the Parties, intending to be legally bound hereby,agree as follows: ARTICLE I. DEFINED TERMS For the purpose of this Agreement,the following definitions shall apply. 1.1 "Access and Utility Easement" means that certain Access and Utility Easement granted to Buyer,as lessee, under Section 21 of the Ground Lease. 1.2 "Affiliate" means, with respect to any Person, any other Person (a) which is an employee, officer, partner, manager, member, shareholder, director, agent or contractor of such first Person, (b) in which such first Person directly or indirectly owns greater than a fifty percent (50%) interest (whether economic or voting),(c) which directly or indirectly owns a fifty percent (50%) interest (whether economic or voting) in such first Person, or (d) which, directly or indirectly, is in control of, is controlled by, or is under common control with, such first Person. For purposes of this definition of Affiliate, "control" and "controlled" with respect to any Person means the power, directly or indirectly, either to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or equity interests,by contract or otherwise. 1.3 "Agreement' is defined in the introductory paragraph of this Agreement. 1.4 "ALTA" means the American Land Title Association. C-1 017420\0001\11302268.5 1.5 "ALTA Extended Policy" means the 2006 ALTA owner's policy of title insurance,with extended coverage. 1.6 "ALTA Standard Policy" means the ALTA owner's policy of title insurance with western regional exceptions (ALTA Standard). 1.7 "Business Day" means any day other than a Saturday, Sunday, Federal legal holiday,or legal holiday in the state in which the Property is located. 1.8 "Buyer" is defined in the introductory paragraph of this Agreement. 1.9 "Cash" means (a) currency of the United States of America, (b) cashier's check(s) currently dated and payable to Escrow Holder or Seller, drawn and paid through a United States banking or savings and loan institution, or (c) an amount credited by wire transfer into Escrow Holder's or Seller's or Buyer's (as the case may be) bank account. 1.10 "Close of Escrow" means the consummation of the purchase of the Property and the recordation of Seller's Deed for the Property in accordance with the terms and provisions of this Agreement. 1.11 "Closing Date" means the date that is ten (10) Business Days following the Effective Date. 1.12 "Deed" means the Warranty Deed,attached hereto as Exhibit B. 1.13 "Effective Date" is defined in the introductory paragraph of this Agreement. 1 .14 "Entity" means any general partnership, limited partnership, limited liability company, corporation,joint venture, business or statutory trust, cooperative, association, or any other entity or Person that is not a natural person. 1.15 "Environmental Law" means any United States federal, state, local or municipal statute, law, rule, regulation, ordinance, code, Environmental Permit, license, approval, common law and any judicial or administrative interpretation thereof, including any judicial or administrative order, consent or judgment, relating to the environment, public health, occupational health and safety, or to any Hazardous Substance, including, without limitation, (i) the presence, use, production, generation, handling, transportation, treatment, storage, disposal, release, control or cleanup of any Hazardous Substance, or (ii) to any chemical, material or substance, human exposure to which is regulated by any Governmental Agency, excluding medical or other uses or applications of any such chemical, material or substance other than those pertaining to occupational or accidental human exposure. 1.16 "Escrow" means the escrow opened by Escrow Holder pursuant to the terms of this Agreement. 1.17 "Escrow Holder" means • 1 .18 "Escrow Holder Consent" is defined in Section 6.1 . C-2 017420\0001\11302268.5 1.19 "Governmental Agency" means any local, county, state and/or federal governmental or quasi-governmental agency, authority or regulatory body and any public or private utility company having jurisdiction over the Property. 1.20 "Ground Lease" is defined in the introductory paragraph of this Agreement. 1.21 "Hazardous Substance" means (a) any chemical, material or substance defined as, or included in the definition of, "hazardous substances," "hazardous wastes," "hazardous materials," "toxic substances or toxic pollutants," "contaminants," "toxic or hazardous chemicals" or"pesticides" in any applicable Environmental Law,or (b) any petroleum or petroleum product,asbestos-containing materials,mold or lead-based paint. 1.22 "Land" is defined in Section 1.24. 1.23 "Memorandum of Ground Lease" means that certain Memorandum of Lease recorded by Buyer on ,2014,with the Recorder at Reception No. 1.24 "Permitted Exceptions" means all encumbrances listed in the Title Commitment (as defined in the Ground Lease), plus any additional liens, restrictive covenants, easements, encumbrances and other matters affecting title to the Property that were not created by an affirmative action of Seller after the effective date of the Title Commitment, upon Grantee's prior approval. 1.25 "Person" means an individual, partnership, limited liability company, trust, estate, association, corporation, pension, profit sharing, or other employee benefit plan, or other Entity, as well as guardian, trustee, executor, administrator, committee, trustee in bankruptcy, receiver, assignee for the benefit of creditors, conservator, or other Person acting in a fiduciary capacity. 1.26 "Property" means all of Seller's right, title and interest in and to (i) the land that is described on attached Exhibit A (the "Land"); and (ii) all easements, interests, water rights,drainage facilities,and other rights and powers appurtenant to the Land. 1.27 "Purchase Price" means Five Thousand and No/100 Dollars ($5,000.00) per acre of Property. 1.28 "Recorder" means the Clerk and County Recorder of Weld County,Colorado. 1.29 "Seller" is defined in the introductory paragraph of this Agreement. 1.30 "Title Company" means 1.31 "Title Policy" is defined in Section 3.1(a). ARTICLE IL AGREEMENT OF PURCHASE AND SALE 2.1 Purchase Price. Subject to the provisions of this Agreement, Seller shall sell, C-3 017420\0001\113022685 and Buyer shall purchase,the Property for the Purchase Price. On the Closing Date,Buyer shall deposit with Escrow Holder Cash in the amount of the Purchase Price. ARTICLE III. CONDITIONS PRECEDENT TO CLOSE OF ESCROW 3.1 Conditions Benefiting Buyer. The obligations of Buyer under this Agreement shall be subject to satisfaction or written waiver by Buyer of the following conditions precedent. (a) Title Policy. Escrow Holder shall be unconditionally committed to procure from the Title Company,at Buyer's expense, an ALTA Standard Policy for the Property with a liability limit in the amount of the Purchase Price and insuring fee title vested in Buyer subject only to the Permitted Exceptions (the "Title Policy"). Buyer,at its election and expense, may request an ALTA Extended Policy; provided Buyer makes such election in a timely manner so that it does not interfere with or delay the Close of Escrow and further provided that such election shall not create any liabilities or obligations for Seller under this Agreement. (b) Continued Accuracy of Seller's Warranties. The accuracy of Seller's representations and warranties under Section 5.1 shall not have materially changed. (c) Seller's Performance. Seller shall have duly performed each and every material undertaking and agreement to be performed by Seller under this Agreement, including without limitation depositing into Escrow the documents described in this Agreement. 3.2 Conditions Benefiting Seller. The obligations of Seller under this Agreement shall be subject to satisfaction or written waiver by Seller of the following conditions precedent: (a) Continued Accuracy of Buyer's Warranties. The accuracy of Buyer's representations and warranties under Section 5.3 shall not have materially changed. (b) Buyer's Performance. Buyer shall have duly performed each and every material undertaking and agreement to be performed by Buyer under this Agreement, including without limitation depositing into Escrow the documents and funds described in this Agreement. 3.3 Failure of Conditions Precedent. If any condition precedent set forth above in this Article III is neither satisfied nor waived by the Closing Date, then the Party benefited by such condition may terminate the Escrow and this Agreement by giving a written notice of termination to the other Party and Escrow Holder specifying the condition which has not been satisfied. Upon any such termination, any non-defaulting Party shall be released from all obligations under this Agreement, except for obligations (i) to pay any Escrow cancellation and title charges, (ii) to indemnify in the manner expressly provided for in this Agreement, and (iii) that otherwise specifically survive termination of this Agreement. ARTICLE IV. ADDITIONAL COVENANTS AND AGREEMENTS C-4 017420\0001\11302268.5 4.1 No Concern. Escrow Holder shall have no concern with, liability or responsibility for,this Article IV. 4.2 Indemnity and Release by Buyer. (a) Following the Close of Escrow, Buyer shall indemnify, defend and hold Seller harmless from and against any and all claims, actions, costs, expenses (including attorneys' fees and costs), damages or liabilities arising out of Buyer's use of the Property. Buyer shall further indemnify, defend and hold Seller harmless from and against any and all attorneys' fees and related court expenses incurred in connection with any such claim or any action or proceeding brought thereon. The foregoing indemnity shall not apply to any liability to the extent found by a court of competent jurisdiction to have been caused by the negligence or willful misconduct of Seller. (b) Except as set forth in this Agreement, the Deed, and the Ground Lease, Buyer and anyone claiming by, through or under Buyer hereby waives its right to recover from and fully and irrevocably releases Seller and its Affiliates from any and all claims that it may now have or hereafter acquire against any Seller or any of its Affiliates for any costs, loss, liability, damage, expenses, demand, action or cause of action arising from or related to any defects, errors, omissions or other conditions, latent or otherwise, any environmental matters affecting the Property, and any right of contribution or private right that Buyer may now or hereafter acquire against Seller under Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. Sec.9601, et seq.; the Superfund Amendments and Reauthorization Act of 1986; the Hazardous Materials Transportation Act, 49 U.S.C. Section 1801 , et seq.; the Toxic Substances Control Act, 15 U.S.C., Section 2601 et seq.; the Resource Conservation and Recovery Act of 1976, 42 U.S.C. Section 6901 et seq.; and in the regulations adopted and publications promulgated pursuant to such laws or any other Environmental Law. This release includes claims of which Buyer is presently unaware or which Buyer does not presently suspect to exist which, if known by Buyer, would materially affect Buyer's release of Seller. 4.3 Entitlements. Prior to the Close of Escrow, Buyer shall, at its sole cost and expense, be responsible for diligently preparing and processing in a commercially reasonable manner and timeframe, and diligently pursuing and obtaining approval from the applicable Governmental Agencies and/or any other relevant governmental authority and recording,as may be required, of the plat for the Property (the "Play'). The Plat shall be recorded (to the extent required) on or before the Closing Date, and the legal description attached hereto as Exhibit A shall be updated to reflect the revised legal description of the Property as set forth on the recorded Plat. ARTICLE V. ACKNOWLEDGMENTS,REPRESENTATIONS AND WARRANTIES 5.1 Seller's Representations and Warranties. The matters set forth in this Section 5.1 constitute representations and warranties by Seller which shall be true and correct as of the Effective Date and,except as otherwise disclosed to Buyer,the Close of Escrow. C-5 017420\0001\11302268.5 (a) Organization. Seller is duly organized, validly existing and in good standing under the laws of the state of its formation, and is qualified to do business in the state in which the Property is located,with full power to enter into this Agreement. (b) Authority. The execution and delivery of this Agreement have been duly authorized and approved by all requisite action and the consummation of the transactions contemplated have been duly authorized and approved by all requisite action of Seller, and no other authorizations or approvals will be necessary in order to enable Seller to enter into or to comply with the terms of this Agreement. The person(s) signing this Agreement and any documents and instruments in connection herewith on behalf of Seller have full power and authority to do so, and upon delivery to and execution by Buyer this Agreement shall be a valid and binding obligation of Seller. (c) No Violation. The execution, delivery and performance by Seller of this Agreement and such other instruments and documents to be executed and delivered in connection herewith does not, and will not, result in any violation of or conflict with any provisions of any agreement of Seller or any mortgage, deed of trust, indenture, lease, security agreement,or other instrument,covenant,obligation, or agreement to which Seller is subject. (d) No Notices Seller has received no written notice of a pending or threatened investigation regarding a potential violation of any local governmental rule, ordinance, regulation or building code by Seller applicable to the Property that have not been previously provided to Buyer. Seller has not received written notice of,nor does Seller have any actual knowledge of, any default or breach by Seller under any covenants, conditions, restrictions, rights-of-way or easements affecting the Property or any portion thereof that have not been previously provided to Buyer. (e) Rights to the Property. Except the Ground Lease, Seller has not granted to any person a right or option to acquire the Property,or any part thereof,or any interest therein. Except the Ground Lease, Seller has not entered into any agreements granting the right to use, occupy,lease or possess the Property. (f) Litigation. To the knowledge of Seller, there are no lawsuits, proceedings, arbitrations, governmental investigations, claims or proceedings against Seller pending or threatened in writing pertaining to or involving the Property that Seller has not previously disclosed to Buyer. (g) Seller Not a Foreign Person. Seller is not,and will not be at the time of Close of Escrow,a "Foreign Person" as defined in Section 1445 of the Internal Revenue Code of 1954,as amended. (h) OFAC. Seller and all of its Affiliates are in compliance with all applicable anti-money laundering laws, including, without limitation, the USA Patriot Act, and the laws administered by the United States Treasury Department's Office of Foreign Assets Control, including, without limitation, Executive Order 13224 ("Executive Order"). Seller confirms (i) that it is not, and it is not owned or controlled directly or indirectly by any person, on the SDN List published by the United States Treasury Department's Office of Foreign Assets C-6 017420\0001\I 1302268 5 Control and (ii) that it is not a person otherwise identified by government or legal authority as a person with whom a U.S. person is prohibited from transacting business. A list of such designations and the text of the Executive Order are published under the internet website address www.ustreas.gov/offices/enforcement/ofac. (i) Creditor's Rights. Neither the execution or delivery of this Agreement nor the performance of the transactions contemplated by this Agreement is being consummated by Seller with the intent to hinder, delay or defraud any person to whom Seller is now indebted or may become indebted in the future. Seller shall have no liability with respect to a breach of the representations and warranties set forth above to the extent that Buyer proceeds with the Close of Escrow with actual knowledge of such breach or if Buyer should have known of such breach, through the exercise of reasonable diligence,prior to the Close of Escrow. 5.2 Survival and Limitation of Representations and Warranties. The representations and warranties of Seller set forth in this Agreement or any documents executed in connection herewith shall survive the Close of Escrow, but any action, suit or proceeding brought by Buyer against Seller under this Agreement or under any such documents shall be commenced and served,if at all,on or before the date which is twelve (12) months after the date of Close of Escrow and, if not commenced and served on or before such date, thereafter shall be void and of no force or effect. The aggregate liability of the Seller with respect to all claims under this Agreement shall not exceed an amount equal to five percent (5%) of the Purchase Price, and in no event shall any liability arise in connection therewith unless and except to the extent that the direct damages to Buyer by reason of all such claims, collectively, exceed an amount equal to one percent (1%) of the Purchase Price. In no event shall either Party be liable to the other for any consequential, exemplary, punitive, or any other type of damages (other than direct damages) or for unrealized expectations or other similar claims in respect of any such claims, and in every case the other Party's recovery for any claims shall be net of any insurance proceeds and any indemnity, contribution, or other similar payment recovered or recoverable by the other Party from any insurance company or other third party. 5.3 Buyer's Representations and Warranties. The matters set forth in this Section 5.3 constitute representations and warranties by Buyer which shall be true and correct as of the Effective Date and,except as otherwise disclosed to Seller,the Close of Escrow. (a) Organization. Buyer is duly organized, validly existing and in good standing under the laws of the state of its formation,and is qualified to do business in the state in which the Property is located, with full power to enter into this Agreement. (b) Authority. The execution and delivery of this Agreement have been duly authorized and approved by all requisite action and the consummation of the transactions contemplated have been duly authorized and approved by all requisite action of Buyer, and no other authorizations or approvals will be necessary in order to enable Buyer to enter into or to comply with the terms of this Agreement. The person(s) signing this Agreement and any documents and instruments in connection herewith on behalf of Buyer have full power and authority to do so, and upon delivery to and execution by Seller this Agreement shall be a valid C-7 017420\0001\1 1302268.5 and binding obligation of Buyer. (c) No Violation. To the best of Buyer's actual knowledge without investigation or inquiry, the execution, delivery and performance by Buyer of this Agreement and such other instruments and documents to be executed and delivered in connection herewith does not,and will not,result in any violation of or conflict with any provisions of any agreement of Buyer or any mortgage, deed of trust, indenture, lease, security agreement, or other instrument,covenant,obligation,or agreement to which Buyer is subject. (d) OFAC. Buyer and all of its Affiliates are in compliance with all applicable anti-money laundering laws, including, without limitation, the USA Patriot Act, and the laws administered by the United States Treasury Department's Office of Foreign Assets Control,including, without limitation, the Executive Order. Buyer confirms (i) that it is not,and it is not owned or controlled directly or indirectly by any person, on the SDN List published by the United States Treasury Department's Office of Foreign Assets Control and (ii) that it is not a person otherwise identified by government or legal authority as a person with whom a U.S. person is prohibited from transacting business. A list of such designations and the text of the Executive Order are published under the internet website address w w w.ustreas.gov/offices/enforcementiofac. (e) Purchase As-Is. Buyer is the Lessee under the Ground Lease and is fully familiar with the Property. Buyer represents and warrants that it is relying upon its own inspections, investigations and analyses of the Property in entering into this Agreement and, except as otherwise provided in this Agreement,the Deed, or the Ground Lease,is not relying in any way upon any representations, statements, agreements, warranties, studies, reports, descriptions, guidelines or other information or material furnished by Seller or its representatives, whether oral or written, express or implied, of any nature whatsoever regarding any such matters including without limitation as to the following: (i) The condition, value, nature, or quality of the Property, including any construction on the Property and any materials or systems incorporated into the Property. (ii) The soil,water or geology relating to the Property. (iii) Any income to be derived from the Property. (iv) The suitability of the Property for any activities or uses which Buyer may wish to conduct on or relating to the Property. (v) The zoning or developability of the Property. (vi) Compliance of the Property or its operation with any law, ordinance, rule, regulation, or the status of any permits or approvals relating to or required in connection with the Property, including without limitation the "Americans with Disabilities Act". (vii) The presence or absence of any Hazardous Substance on or about C-8 017420\0001\11302268 5 the Property or in the vicinity of the Property or the compliance of the Property with any Environmental Laws. Buyer agrees and warrants to Seller that neither Seller, nor any broker, nor any agent or representative of either of them, has made any representation to Buyer inconsistent with the foregoing, except as may be provided in this Agreement, the Deed or the Ground Lease. Buyer acknowledges that it is purchasing the Property in an "as-is" condition. Seller has not made, is not making,and shall make no representation or warranty of any nature concerning the Property, except as may be provided in this Agreement, the Deed or the Ground Lease. By its execution of this Agreement, Buyer acknowledges and agrees that a material inducement to Seller's decision to sell the Property to Buyer at the Purchase Price provided in this Agreement was Buyer's agreement to conduct its own feasibility studies and purchase the Property in an "AS-IS" condition. Buyer acknowledges that it has had full access to the Property and accepts the Property in its condition as of the Close of Escrow, except as may be provided in this Agreement,the Deed or the Ground Lease. (f) Buyer's Deposits in Escrow. All monies deposited in Escrow or paid to Seller pursuant to the terms of this Agreement,will either be paid from funds owned by Buyer or borrowed by Buyer pursuant to a loan. Neither the execution or delivery of this Agreement nor the performance of the transactions contemplated by this Agreement is being consummated by Buyer with the intent to hinder, delay or defraud any person to whom Buyer is now indebted or may become indebted in the future. The payment of any amounts due by Buyer under this Agreement shall not render Buyer insolvent. 5.4 Commissions. The Parties mutually warrant and covenant that no real estate commissions, brokerage commissions or other commission or fee shall be due or payable on account of this transaction. Each Party shall indemnify,defend and hold the other harmless from and against any and all claims, actions, costs, expenses (including attorneys' fees and costs), damages or liabilities arising out of any other claim for commissions caused by the indemnifying Party, which obligations shall survive the Close of Escrow or earlier termination of this Agreement. ARTICLE VI. ESCROW 6.1 Opening of Escrow. Within two (2) Business Days after the Effective Date, Buyer and Seller shall open Escrow by depositing with Escrow Holder a fully executed original of this Agreement for use as escrow instructions. Escrow Holder shall execute the Escrow Holder Consent which appears at the end of this Agreement (the "Escrow Holder Consent") and deliver an executed Escrow Holder Consent to each of Buyer and Seller. Buyer and Seller shall execute such reasonable additional and supplementary escrow instructions as may be appropriate to enable the Escrow Holder to comply with the terms of this Agreement; provided, however, that in the event of any conflict between the provisions of this Agreement and any supplementary escrow instructions, the terms of this Agreement shall control; and further provided Seller and Buyer shall not be required to enter into any additional or supplementary escrow instructions that purport to require the Parties to release or indemnify the Escrow Holder for its own negligent acts. The Escrow Holder shall not be concerned, liable or responsible for any representations, C-9 017420\0001\11302268.5 warranties or indemnities as between Buyer and Seller. For purposes of complying with Internal Revenue Code Section 6045(e), as amended, the Escrow Holder is hereby designated as the "person responsible" and the "reporting person" for purposes of filing any information returns with the Internal Revenue Service concerning this transaction,as may be required by law. 6.2 Delivery of Documents and Funds to Escrow. The following documents shall be executed by the Parties and deposited into Escrow in accordance with the provisions set forth below. (a) Seller's Deliveries. Seller shall,at least one (1) Business Day prior to the Closing Date (unless required to be delivered at an earlier date under the terms of this Agreement),deliver to Escrow Holder each of the following: (i) An executed Certificate of Non-Foreign Status. (ii) An executed and acknowledged Deed. (iii) An executed and acknowledged instrument, in recordable form, terminating the Memorandum of Ground Lease ("Termination Agreement'). (iv) An executed and acknowledged instrument, in recordable form, assigning the Access and Utility Easement to Buyer. (v) If Buyer has elected to assign its rights under this Agreement, an assignment of Seller's rights as Lessee under the Ground Lease. (vi) An owner's affidavit in form sufficient and acceptable to the Title Company so as to allow it to eliminate the standard printed exceptions, including the parties in possession, mechanic's lien, and the gap exceptions from the Title Policy. (vii) Such other documents as Title Company may reasonably request and that are otherwise consistent with Seller's obligations under this Agreement. (b) Buyer's Deliveries. Buyer shall,at least one(1) Business Day prior to the Closing Date (unless required to be delivered at an earlier date under the terms of this Agreement),deliver to Escrow Holder each of the following: (i) Cash in the amount of the Purchase Price, subject to prorations as set forth herein. (ii) The amount, if any, required of Buyer under Section 6.6 and any other amounts payable by Buyer upon the Close of Escrow under any other provisions of this Agreement. (iii) The executed and acknowledged Termination Agreement. (iv) Such other documents as Title Company may reasonably request C-10 017420\0001\11302268.5 and that are otherwise consistent with Buyer's obligations under this Agreement. 6.3 Close of Escrow. The Close of Escrow shall be on or before the Closing Date. If the Close of Escrow fails to occur by the Closing Date for any reason other than Buyer's or Seller's default, then, either Party may elect to terminate this Agreement by giving written notice to the other and Escrow Holder, in which case, except for the obligations to (a) pay any Escrow cancellation and title charges, and (b) indemnify in the manner provided for in this Agreement, the respective rights, duties and obligations of Buyer and Seller under this Agreement shall forthwith terminate. The Parties shall immediately thereafter sign such instructions and other instruments as may be necessary to effect the cancellation of this Escrow. 6.4 Recordation of Deed. Escrow Holder shall close Escrow on or before the Closing Date by (a) recording with the Recorder in the following order(i) the Deed, and (ii) such other documents as may be necessary to procure the Title Policy and to satisfy the terms and conditions of this Agreement and (b) delivering funds and documents as set forth in Section 6.7 and Section 6.8 WHEN AND ONLY WHEN each of the conditions set forth below has been satisfied. (a) Funds and Instruments. All funds and instruments required pursuant to the provisions of this Agreement to be deposited with or delivered to Escrow Holder have been deposited with or delivered to Escrow Holder. (b) Satisfaction of Conditions Precedent. Fach of the conditions precedent set forth in ARTICLE III has been, or upon such Close of Escrow shall be, satisfied as provided for in such ARTICLE III. 6.5 Prorations. The Parties shall prorate rent under the Ground Lease and outstanding Real Estate Taxes (as defined in the Ground Lease) as of 11:59 PM on the day immediately preceding the Closing Date, which prorations shall be a final settlement. Real Estate Taxes shall be prorated based upon actual amounts if such information is available, and otherwise the most recently tax levy and assessment information available, and the amount payable by Buyer hereunder shall be adjusted accordingly. 6.6 Fees and Costs. Buyer shall pay all costs and expense of the Close of Escrow,including, without limitation(a) Escrow Holder's escrow fee,(b) the document-drafting and recording charges for the Deed and Termination, (c) city and county documentary transfer taxes in the amount Escrow Holder determines to be required by law,and (d) the cost of the Title Policy and any endorsements requested by Buyer. If Escrow fails to close due to either Party's default,that Party shall pay all Escrow cancellation and title charges. If Escrow fails to close for any reason other than the foregoing,Buyer shall pay all Escrow cancellation and title charges. 6.7 Documents. Escrow Holder shall cause the Recorder to mail Seller's Deed (and each other document which is in this Agreement expressed to be, or by general usage is, recorded) after recordation, to the grantee, beneficiary or person (a) acquiring rights under such document or (b)for whose benefit such document was acquired. Escrow Holder shall, at the Close of Escrow, deliver one (1) copy of each nonrecorded document received under this Agreement by Escrow Holder to the payee or person (i) acquiring rights under such document or C-11 017420\0001\1]302268.5 (ii) for whose benefit such document was acquired. Escrow Holder shall,at the Close of Escrow, deliver to Seller and Buyer a copy of Seller's Deed (conformed to show recording date) and conformed copies of each document recorded to place title in the condition required by this Agreement. 6.8 Payment of Funds at Close of Escrow. Escrow Holder shall,at the Close of Escrow, (a) disburse to Seller, or order, by wire transfer of immediately available funds (in accordance with Seller's instructions) the Purchase Price, and (b) disburse to Buyer, or order, any excess funds previously delivered to Escrow Holder by Buyer that are not owing to Seller or to be used in any other manner under this Agreement for the payment of costs, fees, or other matters. ARTICLE VII. REMEDIES 7.1 Seller Default. If Seller shall refuse or fail to convey the Property as provided in this Agreement for any reason other than (a) a material breach or default by Buyer under this Agreement, or (b) any other provision of this Agreement which permits Seller to terminate this Agreement or otherwise relieves Seller of the obligation to convey the Property, then Buyer shall elect as its sole and exclusive remedy under this Agreement either to terminate this Agreement or to enforce the Seller's obligations to convey the Property in accordance with this Agreement. If Buyer commences an action for specific performance and is denied the same by the applicable court of law or other fact finder hearing the dispute, Purchaser shall have the right to then pursue its remedies for termination hereunder to the extent applicable. If Buyer terminates this Agreement, then Seller shall reimburse Buyer on demand for all commercially reasonable third-party out-of-pocket expenses incurred by Buyer in connection with the transactions contemplated by this Agreement (including, without limitation, reasonable attorneys' fees) and such reimbursement obligation shall survive termination of this Agreement. 7.2 Buyer Default. If Buyer shall refuse or fail to purchase the Property as provided in this Agreement for any reason other than (a) a material breach or default by Seller under this Agreement, or (b) any other provision of this Agreement which permits Buyer to terminate this Agreement or otherwise relieves Buyer of the obligation to purchase the Property, then Seller shall have the right to terminate this Agreement. If Seller terminates this Agreement, then Buyer shall reimburse Seller on demand for all commercially reasonable third-party out-of- pocket expenses incurred by Seller in connection with the transactions contemplated by this Agreement (including, without limitation, reasonable attorneys' fees) and such reimbursement obligation shall survive termination of this Agreement. ARTICLE VIII. ASSIGNABILITY; BANKRUPTCY 8.1 Assignment by Buyer. Buyer may, upon notice provided no later than five (5) Business Days prior to the Closing Date, assign its rights under this Agreement subject to Seller's written consent, which consent will not be unreasonably withheld, delayed or conditioned, and provided that in all such assignments the assignee assumes all obligations of Buyer under this Agreement. No assignment will release Buyer (or any assignee of Buyer) from C-12 017420 VIM U13022685 its obligations under this Agreement. 8.2 Bankruptcy. Buyer and Seller agree that upon the occurrence of any of the following conditions or events (i) the applicable Party shall be deemed to be in default under this Agreement, (ii) this Agreement shall not become an asset in any of such proceedings, (iii) in addition to all other available remedies, it shall be lawful for the other Party to declare this Agreement terminated, and (iv) if applicable to Buyer, Buyer shall have no further claim on the Property under this Agreement or otherwise and no right to the return of any payments or expenses incurred pursuant to this Agreement: (i) All or substantially all of the applicable Party's assets are placed in the hands of a receiver or trustee. (ii) The applicable Party makes an assignment for the benefit of creditors. (iii) The applicable Party is adjudicated a bankrupt Person. (iv) The applicable Party institutes any proceeding under the United States Bankruptcy Code or under any amendment thereto which may hereafter be enacted, or under any other act relating to the subject of bankruptcy wherein the applicable Party seeks to be adjudicated a bankrupt, or to be discharged of its debts,or to effect a plan of liquidation,composition or reorganization. (v) Any involuntary proceeding be filed against the applicable Party under any such bankruptcy laws and the applicable Party consents thereto or acquiesces therein by pleading or default. (vi) Substantially all of the applicable Party's assets are attached or seized by judicial order. ARTICLE IX. EMINENT DOMAIN AND MATERIAL LOSS 9.1 Eminent Domain. If, prior to the Close of Escrow, the Property (or any material portion of the Property) is taken or appropriated by any public or quasi-public authority under the power of eminent domain or Seller receives actual written notice of any pending or threatened condemnation proceedings, then Buyer shall be entitled to either (a) terminate this Agreement, and Seller and Buyer shall be released from all obligations under this Agreement, and neither Seller nor Buyer shall have any rights under this Agreement, except for the obligations to (i) pay any Escrow cancellation and title charges, and (ii) indemnify as expressly set forth in this Agreement to survive such termination, or (b) continue this Agreement in effect and receive the amount of the condemnation award for such taking (in which event Seller shall assign the same to Buyer at the Close of Escrow and shall cooperate with Buyer following the Closing Date with respect to Buyer's recovery of such funds,which obligations shall survive the Close of Escrow). The Parties acknowledge and agree that in no event shall the Close of Escrow be extended due to any such taking. C-13 017420\0001\11302268.5 ARTICLE X. GENERAL PROVISIONS 10.1 Notices. Notwithstanding anything to the contrary in this Agreement, any notice, approval, consent, waiver, payment, request, instruction, order, determination, vote, decision, direction, demand, requirement, communication, or similar action or conduct required or permitted to be given to or by any Party under this Agreement shall be in writing,shall be sent via one of the following methods of delivery to each of the addresses for notices, as set forth below, as amended from time to time, and shall be deemed to have been duly given, made, delivered, and received as of the date of actual delivery or if delivery is refused, then as of the date presented (and if such date is not the same for all of the addressees for a particular Party, then the latest such date): (a) by personal delivery; (b) any reputable overnight delivery service that provides written confirmation of delivery and receipt; or (c) by facsimile (provided that the contents of such facsimile are delivered also pursuant to preceding clause (b),and in which event notice shall be deemed to have been duly given, made, delivered and received as of the date of actual delivery of the facsimile or email). Notices given by counsel for any Party, on behalf of such Party, shall be deemed a valid notice under this Section 10.1 if addressed and sent in accordance with the provisions of this Section 10.1. Notices shall be addressed to each party at the following addresses or such other address as either party may designate by such notice: If to Buyer: NGL Water Solutions DJ,LLC 3773 Cherry Creek North Drive,Suite 1000 Denver,Colorado 80209 Attention: Sr. VP- Water Facsimile: 303-815-1011 With a copy to: NGL Water Solutions DJ,LLC 3773 Cherry Creek North Drive, Suite 1000 Denver, Colorado 80209 Attention: General Counsel Facsimile: 303-815-1011 if to Seller: Grassland Water Solutions LLC 1400 16th Street Mall, Suite 400 Denver,Colorado 80202 Attention: Christopher P.Dietzler Facsimile: (720) 932-8100 With a copy to: Davis Graham & Stubbs,LLP 1550 17th Street,Suite 500 Denver,CO 80202 Attention: Joel O. Benson Facsimile: (303) 892-1379 10.2 Enforcement and Attorney's Fees. If a dispute arises concerning the performance, meaning, or interpretation of any provision of this Agreement or any document C-14 017420\0001\11302268.5 executed in connection with this Agreement, the prevailing Party in such dispute, shall be awarded any and all costs and expenses incurred by such prevailing Party in enforcing, defending, or establishing its rights under this Agreement or such document including without limitation court costs and expert witnesses' and attorneys' fees. In addition to the foregoing award of costs and fees, such prevailing Party shall also be entitled to recover its court costs and expert witnesses' and attorneys' fees incurred in any post judgment proceedings to collect or enforce any judgment. This provision is separate and several and shall survive the merger of this Agreement or any such other document into any judgment on this Agreement or such document. 10.3 Choice of Law. This Agreement, and the application or interpretation of this Agreement, shall be governed exclusively by its terms and by the internal laws of the state in which the Property is located, without regard to principles of conflict of laws. 10.4 Signer's Warranty. Each individual executing this Agreement on behalf of an Entity hereby represents and warrants to the other Parties that (a) such individual has been duly and validly authorized to execute and deliver this Agreement and any and all other documents contemplated by this Agreement on behalf of such Entity,and (b) this Agreement and all documents executed by such individual on behalf of such Entity pursuant to this Agreement are and will be duly authorized,executed,and delivered by such Entity. 10.5 Amendments. The provisions of this Agreement may be amended only with the written approval of each Party. 10.6 Waiver. No waiver by Buyer or Seller of a breach of any of the terms, covenants or conditions of this Agreement by the other Party shall be construed or held to be a waiver of any succeeding or preceding breach of the same or any other term, covenant or condition contained in this Agreement. No waiver of any default by Buyer or Seller under this Agreement shall be implied from any omission by the other Party to take any action on account of such default if such default persists or is repeated,and no express waiver shall affect a default other than as specified in such waiver. The consent or approval by Buyer or Seller to or of any act by the other Party requiring the consent or approval of the first Party shall not be deemed to waive or render unnecessary such Party's consent or approval to or of any subsequent similar acts by the other Party. 10.7 Rights and Remedies Cumulative. Except as expressly set forth to the contrary in this Agreement, (a) the rights and remedies provided by this Agreement are cumulative, and the use of any one right or remedy by any Party shall not preclude or waive the right to use any or all other remedies, and (b) such rights and remedies are given in addition to any other rights the Parties may have by law,statute,ordinance,or otherwise. 10.8 Time and Days. Unless otherwise specified,in computing any period of time described in this Agreement,the day of the act or event after which the designated period of time begins to run is not to be included and the last day of the period so computed is to be included, unless such last day is not a Business Day, in which event the period shall run to and include the next day which is a Business Day. 10.9 Additional Documents and Acts. Each Party shall execute and deliver such C-15 017420\0001\11302268.5 additional documents and instruments and perform such additional acts as may be necessary or appropriate to effectuate, carry out, and perform all of the terms, provisions, and conditions of this Agreement and the transactions contemplated hereby. 10.10 Heirs, Successors, and Assigns. Each and all of the covenants, terms, provisions, and agreements contained in this Agreement shall be binding upon and inure to the benefit of the Parties and, to the extent permitted by this Agreement, their respective heirs, legal representatives, successors,and assigns. 10.11 Parties in Interest. Nothing in this Agreement shall confer any rights or remedies under or by reason of this Agreement on any Person other than the Parties and their respective successors and assigns nor shall anything in this Agreement relieve or discharge the obligation or liability of any third Person to any Party, nor shall any provision give any third Person any right of subrogation or action over or against any Party. 10.12 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Executed copies hereof may be delivered by facsimile or email of a PDF document and, upon receipt, shall be deemed originals and binding upon the Parties hereto. Without limiting or otherwise affecting the validity of counterparts delivered through such means, the Parties will use their commercially reasonable efforts to deliver originals as promptly as possible after execution. Signature pages may be detached and reattached to physically form one document. 10.13 Severability of Provisions. If any provision of this Agreement or the application of such provision to any Person or circumstance shall be invalid, illegal, or unenforceable to any extent, then the remainder of this Agreement and the application of such remainder shall not be affected and shall be enforceable to the fullest extent permitted by law. 10.14 Complete Agreement. This Agreement, and each exhibit to this Agreement, constitute the complete and exclusive statement of agreement among the Parties with respect to the subject matter of this Agreement and replace and supersede all prior written and oral agreements or statements by and between the Parties or any of them,including without limitation any letter of intent between the Parties. 10.15 Appendices, Schedules, and Exhibits. All references in this Agreement to exhibits,and schedules shall,unless otherwise expressly provided, be deemed to be references to the appendices, exhibits, and schedules attached to this Agreement. All such appendices, exhibits, and schedules attached to this Agreement are incorporated into this Agreement as though fully set forth in this Agreement. 10.16 Interpretation. When required by the context, the singular number shall include the plural, and the masculine gender shall include the feminine and neuter genders, and vice versa. 10.17 Construction. Each Party has been represented by legal counsel in connection with the negotiation of the transactions in this Agreement and the drafting and negotiation of this Agreement (or has knowingly elected not to be represented by legal counsel). C-16 017420\0001\11302268.5 Each Party (and if it elected to be represented by legal counsel,its legal counsel) has or have had an opportunity to review and suggest revisions to the language of this Agreement. Accordingly, it is the intent of the Parties that no provision of this Agreement shall be construed for or against or interpreted to the benefit or disadvantage of any Party by reason of any Party's having or being deemed to have structured or drafted such provision. If any claim is made by any Party relating to any conflict, omission, or ambiguity in this Agreement, then no presumption or burden of proof or persuasion shall be implied by virtue of the fact that this Agreement was prepared by or at the request of a particular Party or such Party's counsel. 10.18 Headings. The headings in this Agreement are inserted for convenience only and are in no way intended to describe, interpret, define, or limit the scope, extent, or intent of this Agreement or any provision of this Agreement. 10.19 Statutes. Any reference in this Agreement to any statute, law, ordinance, code, or regulation, or any section or provision thereof, shall be deemed to include any future amendments thereto and any similar provisions of law that may hereafter replace or be substituted for such provision,whether or not designated by the same title or number. 10.20 Cross-References. All cross-references in this Agreement,unless specifically directed to another agreement or document, refer to provisions within this Agreement. 10.21 Agreement Survives Close of Escrow. Except as expressly set forth to the contrary in this Agreement, all obligations referred to or required to be performed at a time or times after the Close of Escrow, and all warranties, covenants, representations, and indemnities made by Seller and Buyer in this Agreement,shall survive the Close of Escrow. 10.22 No Warranties. Except as otherwise specifically provided in this Agreement, neither Buyer nor Seller has made any representations, warranties or agreements by or on behalf of either Party to the other Party as to any matters concerning the Property. Each Party expressly waives any rights of rescission and all claims for damages by reason of any statement, representation, warranty,promise or agreement,if any,not contained in this Agreement. 10.23 No Partnership or Joint Venture. Seller or Buyer shall not,by virtue of this Agreement,in any way or for any reason be deemed to have become a partner of the other in the conduct of its business or otherwise,or a joint venturer. In addition, by virtue of this Agreement there shall not be deemed to have occurred a merger of any joint enterprise between Buyer and Seller. [REMAINDER OF PAGE INTENTIONALLY BLANK] C-17 (117420\0001\11302266.5 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first set forth above. SELLER: GRASSLAND WATER SOLUTIONS LLC, a Delaware limited liability company By: Name: Title: C-18 017420\0001\11302268.5 BUYER: NGL WATER SOLUTIONS DJ,LLC, a Colorado limited liability company By: Name: Title: C-19 017420\0001\11302268.5 CONSENT OF ESCROW HOLDER The undersigned Escrow Holder hereby agrees to (a) accept the foregoing Agreement, (b) be Escrow Holder under such Agreement and (c) be bound by such Agreement in the performance of its duties as Escrow Holder; provided, however, the undersigned shall have no obligations, liability or responsibility under (i) this Consent of Escrow Holder or otherwise unless and until such Agreement, fully signed by the Parties, has been delivered to the undersigned or (ii) any amendment to such Agreement fully signed by the Parties, has been delivered to the undersigned. Date of Opening of Escrow: _,20_ [NAME OF ESCROW HOLDER] By: Escrow Officer C-20 017420\0001\11302268 5 EXHIBIT "A"to Purchase Agreement Property C-21 017420\0001\11302268.5 EXHIBIT "B"to Purchase Agreement GRANT DEED Recording requested by and when recorded please return to: Attn: FOR VALUABLE CONSIDERATION, the receipt of which is hereby acknowledged, a ("Grantor") hereby grants to a ("Grantee"), which has an office at , its undivided interest in the real property and improvements located in the County of ,State of Colorado,to-wit: See Exhibit 1 attached hereto and incorporated herein by reference TOGETHER with all and singular the hereditaments and appurtenances thereto belonging, or in anywise appertaining, and the reversion and reversions, remainder and remainders, rents, issues and profits thereof, and all the estate, right, title, interest, claim and demand whatsoever of Grantor, either in law or equity, of, in and to the above bargained premises, with the hereditaments,easements, rights of way and appurtenances, and with all of Grantor's interest, if any, in and to any and all minerals, water, ditches, wells,reservoirs and drains,and all water,ditch, well,reservoir and drainage rights which are appurtenant to, located on, now or hereafter acquired under or above or used in connection with the property (collectively,the"Property"). SUBJECT ONLY TO those matters set forth on Exhibit 2 attached hereto and incorporated herein by reference ("Permitted Exceptions"). Dated ,20 . C-22 017420\0001\11302268.5 IN WITNESS WHEREOF,Grantor has caused its name to be hereunto subscribed on the day and year first above written. GRANTOR: a By: Name: Title: STATE OF COLORADO ) COUNTY OF ) On , 20 before me, personally appeared , who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity, and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted,executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of Colorado that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature NOTARY SEAL C-23 017420\0001\11302268.5 EXHIBIT "C"to Purchase Agreement PERMITTED EXCEPTIONS C-24 017420A0001A11302268.5 MEMORANDUM OF LEASE After Recording Return To: NGL Water Solutions DJ,LLC 3773 Cherry Creek North Drive, Suite 1000 Denver,Colorado 80209 Attention: General Counsel Facsimile: 303-815-1011 MEMORANDUM OF GROUND LEASE THIS MEMORANDUM OF GROUND LEASE AND OPTION TO PURCHASE ("Memorandum") is made as of June 9, 2014, by Grassland Water Solutions LLC, a Delaware limited liability company ("Lessor"), and NGL Water Solutions DJ, LLC, a Colorado limited liability company ("Lessee"). RECITALS A. Lessor is the owner of approximately 80 acres of real property, located in Weld County and more particularly described on Exhibit"A"attached hereto ("Lessor's Property"). B. Lessor and Lessee entered into that certain Ground Lease and Option to Purchase of even date herewith ("Ground Lease"), pursuant to which (i) Lessor leased to Lessee and Lessee leased from Lessor, a portion of Lessor's Property, more particularly described on Exhibit "B" attached hereto ("Property"), and (ii) for good and valuable consideration, Lessor granted to Lessee, and Lessee obtained from Lessor, the exclusive option to purchase the Property,upon the terms and conditions set forth in the Ground Lease. C. Lessee and Lessor desire to execute this Memorandum to provide constructive notice of Lessee's rights under the Ground Lease to all third parties. For good and valuable consideration, the receipt and adequacy of which are hereby acknowledged,the parties agree as follows: 1. Term. Lessor hereby leases to Lessee and Lessee hereby leases from Lessor the Property for a term of ten (10) years, commencing on the date first set forth above, which term shall automatically renew for successive one year periods. 2. Option. Pursuant to the terms of the Ground Lease, Lessee has the sole and exclusive option, irrevocable within the time provided for exercise, to purchase the Property from Lessor. 3. Termination of Memorandum. This Memorandum shall terminate as to the Property upon the earlier of(i) Lessee's acquisition of the Property by deed from Lessor; or (ii) 017420\0001\11331240.1 1 recordation of a termination of this Memorandum signed by Lessor. 4. Affirmation of Option Agreement. This Memorandum shall not alter, amend, modify or change the Ground Lease and is executed and recorded by the parties solely for the purpose of giving record notice of certain terms of the Ground Lease. The Ground Lease is hereby affirmed by the parties. In the event of any conflict between the terms of this Memorandum and the Ground Lease,the terms of the Ground Lease shall prevail. 5. Successors and Assigns. This Memorandum and the Ground Lease shall bind and inure to the benefit of the parties and their respective heirs, successors and assigns, subject, however,to the provisions of the Ground Lease on assignment. 6. Governing Law. This Memorandum and the Ground Lease are governed by Colorado law. I Signatures appear on following pages] 017420A0001 A11331240.1 2 IN WITNESS WHEREOF this Memorandum of Ground Lease is executed as of the date first written above. LESSEE: NGL WATER SOLUTIONS DJ,LLC By: Name: ,'e�„T Ae Title: /res STATE OF COLORADO ) COUNTY OF nun, ) On Ju v e G , 20 s'before me, ,BARCAPA 2. at,r in ,Notary Public,personally appeared sorts B✓,,1i , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of Colorado that the foregoing paragraph is true and correct. WITNESS my hand and official seal. _ BARBARA R.WHITNEY NOTARY PUBLIC STATE OF COLORADO /J ( ) NOTARY ID EXPIRES FEBRUARY Signature: �l�l�•_-�_••_.'- C elf?__, Seftl MYCDMOTARNIDit2FEBRUARY2 2017 [Signature Page to Memorandum of Ground Lease and Option] LESSOR: GRASSLAN ATER SOLUTIONS LLC, a Dclawa !induct! liabilit v l By: Name:CfhfiS 4,e,t __ Vtc iJU!" Title: 7126S/4/1/43r F Cto__ STATE OF COLORADO COUNTY OF I_ ?,r t tutu ( ) On J UYls , 201A{ before me,b31 A )?Ltwns Notary Public,personally appeared v' V.A,alztj, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s)acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of Colorado that the foregoing paragraph is true and correct. WITNESS my hand and official seal. . � 4 JUANITA P. CISNEROS 4 Notary Public Signature: Qatt(n ( cAp .R.a> 1 sca �ateoiColorado \\\ ;1 Commission Expires s ). .�, t i`J [Signature Page to Memorandum of Ground Lease and Option] EXHIBIT A to Memorandum of Ground Lease LESSOR'S PROPERTY The West Half of the Northwest Quarter of Section 13,Township 10 North,Range 61 West of the Sixth Principal Meridian,County of Weld,State of Colorado. A-1 EXHIBIT B to Memorandum of Ground Lease DEPICTION OF THE PROPERTY WCR 118 , WCR 118 geeFtVle L&a SIO , NurlIwesI Comer - Z`9893001 f. l[Is 509'30'01-E 269I'1 Sedan 13-10-616 Al m (en9e "). n 1 it3t enoWel, t 1. •. , "w,n ra i �i Weil I/I60nme' 9ecllo4 3-lu-61 . nI I { ' r) \` __ rw.r ,e.a N III 1 \ IN I/4 comet mn �.� 5. tine 13-10-61 a TIN.RE. TS DETAIL B 1- I 9 1 R5 / '� 4I I /' m d -NTS w I w f. � 1,,w mew , .. 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