Exhibit 10.

28

TRANSPORTATION AND LOGISTICS AGREEMENT

This Transportation and Logistics Agreement (“Agreement”), dated June 24, 2015,
is made and entered into by and between Bridger Marketing, LLC (hereinafter designated
as “Marketing”) and Bridger Logistics, LLC (hereinafter designated as “Carrier”).
Marketing and Carrier are sometimes referred to herein solely as a “Party,” or collectively
as the “Parties.”
WHEREAS, Marketing requires transportation and logistics services for the
movement of Crude Petroleum from one or more Receipt Point(s) to one or more Delivery
Point(s) by truck transportation, pipeline terminals, pipelines, rail transportation and
marine movements;
WHEREAS, Carrier (or its subsidiary or contractor) is engaged in the business of
transporting Crude Petroleum and providing related logistics services and expertise with
respect to such transportation; and
WHEREAS, certain capitalized terms used in this Agreement are defined
in Section 24.
NOW, THEREFORE, Marketing desires to use Carrier’s Services and expertise, and
Carrier desires to provide such Services and expertise to Marketing, in each case subject
to the following terms and conditions and (with respect to any specific Services) the
applicable Statement of Work.
1. TERM
The term of this Agreement shall become effective on the date hereof and terminate on
the tenth (10th) anniversary hereof, unless otherwise expressly specified in this
Agreement or terminated earlier by mutual written agreement between the Parties.
Termination or expiration of this Agreement will not relieve any Party from any
obligation accruing, or accrued, prior to the date of such termination, and
notwithstanding any such termination or expiration each Party will continue to be bound
by the provisions of this Agreement that reasonably require some action or forbearance
after such termination or expiration, including those related to confidentiality,
indemnities, addresses for giving notice, governing law and audit rights.
2. EXCLUSIVITY; RIGHT OF FIRST OFFER
(a) For purposes of this Agreement, “Services” means any transportation and
logistics services (including transportation and logistics services by truck,
pipeline terminal, pipeline, rail and/or marine assets) for any Crude Petroleum
with respect to any Marketing Arrangements. Services shall be deemed to
include transportation and logistics services indirectly provided to Marketing
in connection with exchange agreements or buy/sell transactions between
Marketing and a third party in which Marketing sells Crude Petroleum to a
third party and then purchases Crude Petroleum from the same third party,
with the price differential reflecting the cost of transportation and logistics
along the mode of transport between the sale and purchase. Notwithstanding
the foregoing, any sales (including by means of an exchange) of Crude
Petroleum by Marketing to third parties where the sale is for the sole purpose
of marketing or credit, rather than for transportation of such Crude Petroleum,
shall not be considered Services.
(b) For purposes of this Agreement, “Marketing Arrangements” means any
arrangement to which Marketing or any of its Affiliates is a party pursuant to
 which Crude Petroleum is marketed, traded or owned by Marketing or any of
its Affiliates in the United States; provided that arrangements in which Crude
Petroleum is owned by or sold to others and with respect to which Marketing
has no right or ability to cause or permit Services to be rendered with respect
thereto by Carrier shall not be deemed Marketing Arrangements.

(c) Exclusivity Provision. During the term of this Agreement, Marketing agrees
that Carrier will be the sole and exclusive provider of Services with respect to
any Marketing Arrangements for Crude Petroleum that Carrier then has
sufficient and proper assets and personnel to perform such Services required
to be provided hereunder.
(d) [***]

(e) ROFO for Non-Offered Services. If Carrier does not then have sufficient and
proper assets and personnel to perform any particular Services, Marketing
shall not engage or contract (or enter into any other arrangement or
agreement) with any other Person to provide such Services with respect to any
Marketing Arrangements without first strictly complying with this Section
2(e).
(i) Marketing shall provide to Carrier written notice (a “ROFO Notice”) of
such proposed new Marketing Arrangement and the proposed Services
with respect thereto, which notice shall include a reasonably detailed
description thereof, including the proposed commencement, term,
price and volume for such proposed Services and specific information
regarding the nature and quality of Crude Petroleum for which such
proposed Services are contemplated and the region in which such
Services are to be performed.
(ii) If, within five (5) days following the date of its receipt of a ROFO Notice
(the “ROFO Discussion Period”), Carrier delivers written notice (a
“ROFO Agreement Notice”) to Marketing that it will provide the
Services proposed within the ROFO Notice, then the Parties will use
commercially reasonable efforts to execute and deliver a Statement of
Work covering such Services promptly but no event later than ten (10)
days after the delivery of such notice to Marketing.
(iii) If Carrier does not deliver a ROFO Agreement Notice to Marketing
before the end of the ROFO Discussion Period, then Marketing shall be
permitted, during the thirty (30) days immediately succeeding the
ROFO Discussion Period, to enter into a written contract with a Person
other than Carrier (a “Substitute Provider”) of Services with respect to
such new Marketing Arrangement; provided, however, that Marketing
shall not enter into any arrangement or agreement with any Substitute
Provider if such arrangement or agreement is on terms more favorable
to the Substitute Provider than those set forth in the ROFO Notice. If
Marketing enters into any arrangement or agreement with a Substitute
Provider, Marketing shall disclose in writing to Carrier the identity of
 such Substitute Provider and provide Carrier such details of the
arrangement or agreement as Carrier may reasonably request (it being
agreed that any request relating to the price terms, volume terms, and
duration of any arrangement or agreement are details that are
reasonable for Carrier to request), all of which Carrier agrees to keep
confidential using such confidentiality restrictions that are no less
restrictive than those Carrier uses to protect its own confidential
information.
(iv) With respect to any ROFO Notice where Carrier has not delivered a
ROFO Agreement Notice before the end of the ROFO Discussion Period,
if Marketing does not enter into a written contract with a Substitute
Provider for Services with respect to such new Marketing Arrangement
within the thirty (30) day-period immediately succeeding the ROFO
Discussion Period, then Carrier shall not engage or contract (or enter
into any other arrangement or agreement) with any other Person to
provide Services with respect to such New Marketing Arrangement
without first strictly complying again with this Section 2(e).

Confidential information has been omitted and separately filed with the Securities and
Exchange Commission. [***] indicates that confidential treatment has been requested
with respect to this omitted information.

3. RECEIPT/DELIVERY OF CRUDE PETROLEUM

With respect to any specific Services to be provided hereunder, Carrier’s obligations
hereunder shall be contingent upon the execution and delivery by both Parties of one or
more Statements of Work
substantially in the form attached as Exhibit A (each, a “Statement of Work”) specifying,
among other things, each receipt point applicable to such Services (the “Receipt
Point(s)”), each delivery point applicable to such Services (the “Delivery Point(s)”), the
rate(s) applicable to such Services and the term therefor. Pursuant to the terms of each
effective Statement of Work, Carrier shall, load, unload, handle and transport (including
services by truck, pipeline terminals, pipelines, rail and marine transportation) Crude
Petroleum from the applicable Receipt Point(s) to the applicable Delivery Point(s) as may
be tendered for transportation by or on behalf of Marketing. Carrier shall provide (or
shall cause to be provided) the proper and necessary equipment to perform Services
under this Agreement and each applicable Statement of Work.
4. FACILITY ACCESS
In connection with Carrier (or its Affiliate or contractor) performing Services hereunder,
Marketing shall provide Carrier (or its Affiliate or contractor) with any necessary access
to facilities belonging to Marketing, its Affiliates and/or the facilities of third parties.
Carrier shall cause its employees or agents to comply with all the terms, provisions, rules,
regulations and instructions supplied by the owner or operator of any such facility in the
loading, unloading or transportation of Crude Petroleum or its equipment. Each Party
agrees that its agents and employees will comply with all known safety regulations of the
other when such agents or employees are on the premises of the other in connection with
the performance of this Agreement. Marketing shall have no liability or responsibility for
delay, detention, or demurrage; provided, however, that if delay, detention, or demurrage
is incurred at loading as a result of the acts or omissions of Marketing or its Affiliate,
Marketing will pay Carrier the actual, out-of-pocket demurrage charges incurred by
Carrier.
5. PERMITS/COMPLIANCE WITH LAWS
Carrier shall be responsible for securing, at Carrier’s cost, any permits and operating
authorities’ consents necessary for the Services provided by or on behalf of Carrier
hereunder. Each Party agrees to comply with all Applicable Laws. Each Party agrees that
all financial settlements, billings and reports rendered to the other Party as provided for
in this Agreement will, to the best of its knowledge, reflect properly the facts about all
activities and transactions related to this Agreement.
6. MEASUREMENT
To the extent the services provided to Marketing hereunder involve the measurement of
Crude Petroleum, Carrier warrants to Marketing that Carrier’s activities related to the
measurement of Crude Petroleum hereunder, whether involving measurements of Crude
Petroleum purchased by Marketing at the “lease level” or otherwise, shall be conducted:
(i) in a manner that results in accurate measurements; (ii) in accordance with applicable
industry standards (including the then-current version of the Manual of Petroleum
Measurement Standards as published by the American Petroleum Institute (“API”)) or, to
the extent Marketing notifies Carrier of same, in accordance with other standards
specifically agreed to by Marketing and the lease operator or other seller of the Crude
Petroleum in question; and (iii) in accordance with all applicable laws, regulations and
other governmental requirements. Ticket, manifest, and invoice quantity shall be based
on API tank gauging measurement procedures. Each Party, upon such Party’s reasonable
request, shall be entitled to review, audit or otherwise monitor the other Party’s
measurement activities hereunder and any documents relating thereto, and each Party
agrees to reasonably cooperate with the requesting Party in the course of any such
review, audit or monitoring.

7. TITLE/LOSSES
Title to the Crude Petroleum tendered by or on behalf of Marketing to Carrier for Services
will remain with Marketing at all times, subject to any lien created under Applicable Law.
Carrier may, in its sole but reasonable discretion, reject any Crude Petroleum, when made
available to Carrier for Services by or on behalf of Marketing, which may be involved in
litigation, the title of which may be in dispute, or which may be encumbered by a lien or
charge of any kind (except for customary encumbrances arising under a joint operating
agreement or Applicable Law), and Carrier may require that Marketing either provide (i)
satisfactory evidence of Marketing’s good, marketable and unencumbered title (other
than customary encumbrances arising under a joint operating agreement or Applicable
Laws, or any lien created under any obligation of Marketing for borrowed money), or (ii)
a reasonably satisfactory indemnity bond to protect Carrier. Crude Petroleum gains and
losses resulting from Services will be allocated as Loss Allowance (defined below) in
accordance with this Agreement.
8. PAYMENT OBLIGATION
Exhibit B sets forth the applicable rates that Marketing shall be charged for the Services
provided by Carrier hereunder as of the date hereof, except to the extent set forth to the
contrary in any applicable Statement of Work. Each month, Carrier shall deliver to
Marketing, by email or facsimile, an invoice for the Services rendered during the previous
month. Marketing shall pay each such invoice by the later of the 20 th day of the applicable
month or the 10th day following the date such invoice was delivered to Marketing. If the
due date for payment falls on a Saturday or a New York bank holiday other than a Monday,
payment shall be due on the immediately preceding New York banking day. If the due
date for payment falls on a Sunday or Monday New York bank holiday, payment shall be
due on the next succeeding New York banking day.
9. INSURANCE/TAXES
Carrier shall maintain (or cause to be maintained) insurance as required by Applicable
Law. During the term of this Agreement, any taxes assessed by any governmental
authority upon or as a result of the ownership, loading, unloading, transportation or
delivery of any of Marketing’s Crude Petroleum or the Services provided by Carrier to
Marketing hereunder, shall be borne and paid by Marketing, except to the extent any such
taxes are required under applicable law to be paid by Carrier, in which case, such taxes
shall be paid by Carrier and reimbursed by Marketing. The above notwithstanding,
Carrier shall remain liable for and Marketing shall have no obligation to reimburse
Carrier for (a) any taxes imposed on or calculated based upon net profits, gross or net
income, profit margin or gross receipts of Carrier, (b) any taxes measured by capital value
or net worth of Carrier, or (c) any ad valorem or personal property taxes on the
equipment used by Carrier in performing the Services hereunder.
10. RELATIONSHIP OF THE PARTIES
In the performance of any Services hereunder, Carrier conclusively shall be deemed an
independent contractor, with the right and authority to direct and control all work being
performed by the employees, contractors, agents or representatives of Carrier. Carrier
shall be permitted to engage owner-operators and subcontractors to perform all or a
portion of the Services hereunder. Any such owner-operator and subcontractor shall for
purposes of this Agreement be considered to be acting on behalf of and as an agent for
Carrier at all times in connection with this Agreement. Carrier is responsible for ensuring
all owner-operators and subcontractors are compliant with all terms and conditions of
this Agreement. All costs incurred in Carrier’s performance of the Agreement including
payroll, fuel, tolls, and depreciation shall be borne by Carrier. Marketing shall provide
coordinates of load origination and unload destination and Carrier shall determine
routing and resulting transit

mileage. Marketing shall be responsible for all obligations and liabilities for the payment
of all persons due any proceeds derived from Marketing’s Crude Petroleum transported
under this Agreement, including, without limitation, royalties, overriding royalties and
similar interests.
11. INDEMNIFICATION; LIMITATION OF LIABILITY
(a) Except as otherwise expressly provided in this Agreement (including
elsewhere in this Section 11), each Party (the “Indemnifying Party”) will be
 responsible for, and will release, indemnify, defend, and hold harmless the
other Party (the “Indemnified Party”) and its Indemnified Group from and
against any and all Losses based on the personal injury or death of any person
or damage to property to the extent caused by or resulting from the negligence,
gross negligence, or willful misconduct on the part of the Indemnifying Party,
its employees, agents, or contractors in the performance of its obligations
under this Agreement.
(b) Notwithstanding anything to the contrary in this Agreement, each Party’s
liability for Losses hereunder is limited to direct, actual damages only,
and no Party or its Group shall be liable to any Person for specific
performance, consequential damages, indirect damages, incidental
damages, exemplary damages, or special damages, loss of profits, loss of
product or production, business interruptions, or punitive damages
arising out of or resulting from this Agreement (including from the
performance, suspension of performance, failure to perform, or
termination of the services contemplated hereby), even if caused in
whole or in part by the negligence, fault, or strict liability of a Party or its
employees, agents, or contractors. CARRIER SPECIFICALLY DISCLAIMS ANY
AND ALL IMPLIED OR EXPRESS WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE.
(c) Notwithstanding anything in this Agreement to the contrary, Carrier in
possession of Crude Petroleum shall not be liable for any loss thereof, damage
thereto, or delay, in each case, caused by Force Majeure, any default of
Marketing, or from any other cause not attributable to the negligence of
Carrier.
(d) Any liability associated with contaminated, non-conforming or hazardous
Crude Petroleum or disposal of any contaminated, non-conforming or
hazardous Crude Petroleum shall be borne solely by Marketing. Carrier’s
acceptance of, or failure to reject, Crude Petroleum tendered for services at any
Receipt Point shall not be deemed to be a waiver by Carrier of Marketing’s
obligations or liability regarding compliance with the provisions of this
Agreement. If, upon investigation, Carrier determines that any Crude
Petroleum delivered by or on behalf of Marketing does not conform to the
requisite quality specifications, or if the Crude Petroleum delivered by or on
behalf of Marketing contains contaminated or hazardous substances, which (in
Carrier’s opinion) may materially affect the quality of Crude Petroleum or
Carrier’s operations, Marketing will be liable for the cost of Carrier’s
investigation in addition to other remedies specified in this Agreement.

12. FORCE MAJEURE

(a) Neither Party shall be liable to the other Party for failure to perform any of its
obligations under this Agreement, except the obligation to make monetary
payments due hereunder or each Party’s indemnification obligations as set
forth in this Agreement, to the extent such performance is hindered, delayed,
or prevented by Force Majeure. “Force Majeure" shall mean causes, conditions,
events, or circumstances affecting either Party, either Party’s facilities,
upstream facilities or transporters, or downstream facilities or transporters,
which are beyond the reasonable control of the Party claiming Force Majeure.
 Such causes, conditions, events, and circumstances shall include acts of God,
wars (declared or undeclared), insurrections, hostilities, strikes, lockouts,
riots, floods, fires, storms, storm warnings, industrial or labor disturbances,
acts of the public enemy, acts of terrorism, local or national disruptions to
transportation networks or operations,

sabotage, blockades, insurrections, epidemics, landslides, lightning, earthquakes,

washouts, arrests and restraints of rulers and peoples, civil disturbances, fuel shortages,
explosions, breakage or accidents to machinery or lines of pipe, hydrate obstruction or
blockages of any kind of lines of pipe, adverse operating conditions on any Party’s
facilities or on any upstream or downstream facilities, repairs, improvements,
replacement of or alterations to plants, lines of pipe or related facilities, inability of either
Party to obtain necessary machinery, materials, permits, easements or rights-of-way on
reasonable terms, freezing of a well or delivery facility, the act of any Governmental
Authority prohibiting a Party from discharging its obligations under this Agreement or
resulting in diminutions in service and conduct. Inability of a Party to be profitable or to
secure funds, arrange bank loans or other financing, obtain credit or (other than for
reasons of Force Majeure) have adequate capacity on downstream facilities or
transporters shall not be regarded as an event of Force Majeure.

(b) If by reason of Force Majeure either Party is rendered unable, wholly or in part,
to carry out its obligations under this Agreement, it is agreed that upon such
Party giving notice in full particulars of such Force Majeure in writing or by
other electronic means to the other Party within a reasonable time after the
occurrence of the cause relied on, the Party giving such notice, so far as and to
the extent that it is affected by such Force Majeure, will not be liable in
damages during the continuance of any inability so caused, but for no longer
period, and such cause will so far as possible be remedied with all reasonable
dispatch.

(c) A Party claiming Force Majeure shall use commercially reasonable efforts to
remove the cause, condition, event, or circumstance of such Force Majeure,
shall promptly give written notice to the other Party of the termination of such
Force Majeure, and shall resume performance of any suspended obligation as
soon as reasonably possible after termination of such Force Majeure. The
foregoing sentence shall not require the settlement of strikes, lockouts, or
other labor difficulty by the Party claiming Force Majeure.

13. NOTICE OF CLAIMS

Except as may be otherwise expressly provided herein, as a condition precedent to
recovery from Carrier for loss, damage, or delay to shipments, any claim must be filed in
writing with Carrier within nine months after delivery of the Crude Petroleum, or, in case
of failure to make delivery, then within nine months after a reasonable time for delivery
has elapsed (or, in each case, if longer, nine months after Marketing discovered, or after
the exercise of reasonable diligence should have discovered, such loss, damage or delay);
and any suit arising out of any such claim shall be instituted against Carrier within one
year from the day when notice in writing is given by Carrier to the claimant that Carrier
has disallowed the claim or any part or parts thereof specified in the notice. Where any
claim is not filed or any suit is not instituted thereon in accordance with the foregoing
provisions, Carrier shall not be liable therefor and such claim will not be paid.
14. RECORDS
Each Party shall have the right, at its own expense, upon thirty (30) days written notice
and during reasonable working hours to perform an audit of the other Party’s books and
records (“Audit”) no more often than once in any calendar year. A Party performing an
Audit shall have the right to obtain access to and copies of the relevant portion of such
books and records which shall be considered Confidential Information hereunder and
includes, but is not limited to, financial information, reports, charts, calculations,
measurement data, allocation support, third party support, telephone recordings, and
electronic communications of the other Party to the extent reasonably necessary and
available to verify performance under the terms and conditions of this Agreement,
including the accuracy of any statement, allocation, charge, payment calculation, or
determination made pursuant to the

provisions contained in this Agreement for or during any calendar year within the thirty-
six (36) month period preceding the calendar year in which the Audit occurs. For the
avoidance of doubt, with respect to books and records related to Services Carrier
provides to third parties to the extent required to be disclosed hereunder, Carrier shall
only be required to provide Marketing with summary records that provide volume, rate
and quality information relating to Services Carrier provides to such third parties to the
extent that such information is required to determine compliance with this Agreement,
but which exclude such third parties’ names or other personal or confidential
information. The Party subject to the Audit shall respond to all exceptions and claims of
discrepancies within 90 days of receipt thereof. Except as otherwise provided in Section
ý13, the accuracy of any statement, allocation, charge, payment calculation, or
determination made pursuant to the provisions of this Agreement shall be conclusively
presumed to be correct after the end of the thirty-six (36) month period next following
the end of the calendar year in which the statement, allocation, charge, payment
calculation, or determination was generated or prepared, if not challenged (claimed) in
writing prior thereto. Except as otherwise provided in Section ý13, each Party agrees that
all claims and rights to adjustments are irrevocably waived and released unless a claim is
made in writing within the thirty-six (36) month period next following the end of the
calendar year in which the statement, allocation, charge, payment calculation, or
determination was generated or prepared, notwithstanding any longer period that may
be permitted by any applicable statute of limitations or other applicable law.
15. ENTIRE AGREEMENT
This Agreement constitutes the complete and entire agreement between the Parties and
incorporates all of their prior negotiations, discussions and understandings with respect
to the subject matter herein. Although there may be other written contracts between the
Parties, there are no private understandings or side agreements between the Parties
relating to their respective rights and duties under this Agreement. This Agreement may
be executed by the Parties in separate counterparts and all such counterparts shall
together constitute one and the same instrument. In the event that any signature is
delivered by e-mail or facsimile transmission, such signature shall create a valid and
binding obligation of the party executing (or the Party on whose behalf the signature is
executed) the same with the same force and effect as if such e-mail or facsimile signature
page were an original thereof.
16. ASSIGNMENT
This Agreement shall be binding upon and shall inure to the benefit of the successors and
assigns of the Parties; provided that neither this Agreement, nor any interest therein,
shall be assigned, transferred, or conveyed by Marketing or Carrier, in whole or in part,
without the prior written consent of the other, which consent shall not be unreasonably
withheld, conditioned or delayed, except that (a) Carrier may pledge or assign its rights
and interests in this Agreement to any lender as security in connection with any financing
transaction for the benefit of itself or any of its affiliates and (b) Carrier may assign its
rights and interests in this Agreement to an Affiliate of Carrier. Any purported assignment
in violation of the foregoing shall be null and void.
17. RULES/CLASSIFICATIONS
All Services provided hereunder shall be governed by and subject to Applicable Law. To
the extent permitted by Applicable Law, in the event of a conflict between the terms,
conditions and provision of any bill of lading or Applicable Law and this Agreement, the
terms of this Agreement shall govern.
18. CONFIDENTIALITY; RESTRICTIVE COVENANTS
The Parties agree that any confidential, proprietary or non-public material information
communicated to or received by a Party from the other Party in connection herewith is
confidential (with respect to such receiving Party, “Confidential Information”) and each
receiving Party shall (i) hold such Confidential Information in confidence, exercising a
degree of care not less than the care used by

each respective Party to protect its own proprietary or confidential information, (ii)
restrict disclosure of such Confidential Information solely to those of its and its affiliates’
directors, officers, employees, contractors, legal advisors and consultants with a “need to
know” and not to disclose it to any other Person, (iii) advise those Persons to whom such
Confidential Information is disclosed of their confidentiality and use obligations
hereunder, and (iv) use such Confidential Information for the sole purpose of meeting
obligations contained herein; provided, however, that either Party or its affiliates may
make any public disclosure that it believes in good faith is required by applicable law or
any listing or trading agreement applicable to or concerning it or its affiliates or to any of
their publicly traded securities. The Parties acknowledge that in the event of an
unauthorized disclosure, the damages incurred by a Party due to the disclosure may be
difficult to ascertain, and that such damaged Party may seek injunctive relief as well as
monetary damages against a Party that breaches this Agreement and causes such
damages. In the event of a conflict between this Agreement and the terms of any
confidentiality agreement or other similar agreement between the Parties, the terms,
conditions and provisions of this Agreement related to confidentiality or nondisclosure
shall control. The provisions of this section shall survive the expiration or termination of
this Agreement.
During the first four (4) years of the term of this Agreement, Marketing covenants and
agrees that it shall not, directly or indirectly, whether through its respective Affiliates,
representatives, agents or otherwise, provide any services to any Person in the United
States that are or may be competitive with the services that Carrier provides or has
provided to Marketing under this Agreement. Marketing agrees that the restrictions on
its activities contemplated by the foregoing are reasonable in light of the commercial
relationship Marketing has with Carrier, and Marketing’s access to the Confidential
Information of Carrier.
19. CHOICE OF LAW; WAIVER OF JURY TRIAL
This Agreement shall be governed by and interpreted in accordance with the laws of the
State of Texas (without regard to any principles of conflicts of laws which would direct
application of the substantive laws of another jurisdiction). In the event of a dispute over
the meaning or application of this Agreement, it shall be construed fairly and reasonably
and neither more strongly for nor against any Party.
TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW THAT CANNOT BE WAIVED,
THE PARTIES HEREBY WAIVE, AND COVENANT THAT THEY WILL NOT ASSERT
(WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE), ANY RIGHT TO TRIAL BY
JURY IN ANY ACTION ARISING IN WHOLE OR IN PART UNDER OR IN CONNECTION WITH
THIS AGREEMENT. THE PARTIES AGREE THAT ANY OF THEM MAY FILE A COPY OF THIS
PARAGRAPH WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING,
VOLUNTARY AND BARGAINED-FOR AGREEMENT AMONG THE PARTIES IRREVOCABLY
TO WAIVE THEIR RESPECTIVE RIGHTS TO TRIAL BY JURY IN ANY ACTION
WHATSOEVER BETWEEN OR AMONG THEM RELATING TO THIS AGREEMENT AND
THAT SUCH ACTIONS WILL INSTEAD BE TRIED IN A COURT OF COMPETENT
JURISDICTION BY A JUDGE SITTING WITHOUT A JURY.
20. ADDITIONAL TERMS
No waiver by either party hereto of a breach of an obligation owed hereunder by the other
party shall be construed as a waiver of any other breach, whether of the same or a
different nature. Any provision hereof which is legally unenforceable shall be ineffective
only to the extent of such unenforceability without thereby invalidating the remaining
provisions hereof or affecting the validity of enforceability of this Agreement as a whole.

This Agreement shall not be modified or amended except by written instrument duly
executed by officers or other duly authorized representatives of the respective parties.
Any notice required under this Agreement must be in writing and shall be effective upon
receipt or refusal of delivery service to the party’s business address as set forth in this
Agreement.
21. REPRESENTATIONS AND WARRANTIES
Marketing represents and warrants to Carrier as follows: (a) Marketing is duly organized,
validly existing and in good standing under the Laws of the State of Louisiana; (b) the
execution, delivery and performance of this Agreement and all documents required to be
executed and delivered by Marketing in connection herewith, and the performance of the
transactions contemplated hereby and thereby, have been duly and validly authorized by
all necessary limited liability company or similar action on the part of Marketing; (c) this
Agreement has been duly executed and delivered by or on behalf of Marketing (and all
documents required hereunder to be executed and delivered by Marketing in connection
herewith will be duly executed and delivered by Marketing) and this Agreement
(assuming that this Agreement constitutes the legal, valid and binding obligation of
Carrier) constitutes, and at the time of their execution such documents will constitute,
the valid and binding obligations of Marketing, enforceable in accordance with their
terms except as such enforceability may be limited by applicable bankruptcy or other
similar laws affecting the rights and remedies of creditors generally, as well as by general
principles of equity (regardless of whether such enforceability is considered in a
proceeding in equity or at law); and (d) the execution, delivery and performance of this
Agreement and all documents required to be executed and delivered by Marketing and
the transactions contemplated herein and therein, will not (i) violate any provision of the
organizational documents of Marketing, (ii) result in default (with due notice or lapse of
time or both) or the creation of any lien, encumbrance or adverse claim or give rise to any
right of termination, cancellation or acceleration under any of the terms, conditions or
provisions of any material note, bond, mortgage, indenture, license or agreement to
which Marketing is a party, (iii) violate any judgment, order, ruling or decree applicable
to Marketing as a party in interest, or (iv) violate any laws applicable to Marketing.
Carrier represents and warrants to Marketing as follows: (a) Carrier is duly organized,
validly existing and in good standing under the Laws of the State of Louisiana; (b) the
execution, delivery and performance of this Agreement and all documents required to be
executed and delivered by Seller in connection herewith, and the performance of the
transactions contemplated hereby and thereby, have been duly and validly authorized by
all necessary limited liability company or similar action on the part of Carrier; (c) this
Agreement has been duly executed and delivered by or on behalf of Carrier (and all
documents required hereunder to be executed and delivered by Carrier in connection
herewith will be duly executed and delivered by Carrier) and this Agreement (assuming
that this Agreement constitutes the legal, valid and binding obligation of Marketing)
constitutes, and at the time of their execution such documents will constitute, the valid
and binding obligations of Carrier, enforceable in accordance with their terms except as
such enforceability may be limited by applicable bankruptcy or other similar laws
affecting the rights and remedies of creditors generally, as well as by general principles
of equity (regardless of whether such enforceability is considered in a proceeding in
equity or at law); and (d) the execution, delivery and performance of this Agreement and
all documents required to be executed and delivered by Carrier and the transactions
contemplated herein and therein, will not (i) violate any provision of the organizational
documents of Carrier, (ii) result in default (with due notice or lapse of time or both) or
the creation of any lien, encumbrance or adverse claim or give rise to any right of
termination, cancellation or acceleration under any of the terms, conditions or provisions
of any material note, bond, mortgage, indenture, license or agreement to which Carrier is
a party, (iii) violate any judgment, order, ruling or decree applicable to Carrier as a party
in interest, or (iv) violate any laws applicable to Carrier.

The representations and warranties in this Section 21 shall survive the execution,
delivery, and performance of this Agreement.
22. SEVERABILITY
Whenever possible, each provision or portion of any provision of this Agreement shall be
interpreted in such manner as to be effective and valid under applicable law, but, if any
provision or portion of any provision of this Agreement is held to be invalid, illegal or
unenforceable in any respect under any applicable law, such invalidity, illegality or
unenforceability shall not affect the validity, legality or enforceability of any other
provision or portion of any provision in such jurisdiction applying such law, and this
Agreement shall be reformed, construed and enforced in such jurisdiction in such manner
as will effect as nearly as lawfully possible the purposes and intent of such invalid, illegal
or unenforceable provision.
23. CERTAIN ADDITIONAL OBLIGATIONS OF MARKETING
[***]
[***]
Marketing acknowledges and agrees that the Monroe TLA contemplates certain
obligations on behalf of Marketing in connection with the transactions contemplated
therein. Accordingly, Marketing agrees to fulfil all obligations contemplated under the
Monroe TLA that, pursuant to the terms thereof, are contemplated as obligations of
Marketing.
Marketing agrees that it shall not, without Carrier’s prior written consent thereto, amend
or modify any term or condition of the COSA or take any action in connection with the
COSA, in each case, the result of which could cause and adverse effect on Carrier.
24. CERTAIN DEFINED TERMS
The following terms shall have the following meanings in this Agreement:
“Affiliate” means, with respect to any relevant Person, any other Person controlling,
controlled by, or under common control with, such relevant Person, where “control” (and
its derivatives) means the ability, directly or indirectly, through one or more
intermediaries, to direct or cause the direction of the management and policies of such
relevant Person, whether through the ownership or control of voting securities or
interest, by contract, or otherwise.
“Applicable Law” means the laws, rules, regulations, decrees, and orders of the United
States of America and all other Governmental Authorities having jurisdiction, whether
such Laws now exist or hereafter come into effect.
“COSA” means the Amended and Restated Crude Oil Supply Agreement entered into on
May 26, 2015, by and between Bridger Marketing, LLC and Monroe Energy LLC.
“Crude Petroleum” means crude oil and condensate.
Confidential information has been omitted and separately filed with the Securities and
Exchange Commission. [***] indicates that confidential treatment has been requested
with respect to this omitted information.

“Governmental Authority” means any nation or government, any state or other political
subdivision thereof, and any entity or administrative authority, agency, court, tribunal,
commission, board or bureau exercising executive, legislative, judicial, regulatory, or
administrative functions of or pertaining to any nation or government.
 “Indemnified Group” means, with respect to any Party in its capacity as an Indemnified
Party, its officers, directors, employees, agents, contractors, subcontractors, and other
representatives
“Loss” means any loss, expense, liability, obligation, damage, demand, suit, sanction,
claim, settlement, judgment, lien, civil fine, civil penalty, interest, or cost, of every kind
and character (including reasonable fees and expenses of attorneys, technical experts,
and expert witnesses reasonably incident to same).
“Monroe TLA” means that certain Transportation and Logistics Services Agreement made
and entered into on May 26, 2015, by and between Bridger Logistics, LLC and Monroe.
“Person” means any individual or entity, including any corporation, limited liability
company, partnership (general or limited), joint venture, agency, association, joint stock
company, trust, organization, Governmental Authority, or other entity.
25. INTERPRETATION
The table of contents and headings in this Agreement are for convenience of reference
only and shall not control or affect the meaning or construction of any provisions hereof.
When a reference is made in this Agreement to a Section, subsection, paragraph, clause,
or Exhibit or, such reference shall be to a Section, subsection, paragraph or clause of, or
an Exhibit to, this Agreement unless otherwise indicated. Whenever the word “include,”
“includes” or “including” is used in this Agreement, they shall be deemed to be followed
by the words “without limitation.” The words “hereof,” “herein” and “hereunder” and
words of similar import when used in this Agreement refer to this Agreement as a whole
and not to any particular provision of this Agreement. All terms defined in this Agreement
have the defined meanings when used in any certificate or other document made or
delivered pursuant hereto unless otherwise defined therein. The definitions contained in
this Agreement are applicable to the singular as well as the plural forms of such terms
and to the masculine as well as to the feminine and neuter genders of such term. All
references to “$” or dollar amounts shall be to lawful currency of the United States of
America. Any agreement, instrument or statute defined or referred to herein or in any
agreement or instrument that is referred to herein means such agreement, instrument or
statute as from time to time amended, modified or supplemented, including (in the case
of agreements or instruments) by waiver or consent and (in the case of statutes) by
succession of comparable successor statutes and references to all attachments thereto
and instruments incorporated therein. References to any Person are also to its permitted
successors and assigns. Unless specifically provided for herein, the term “or” shall not be
deemed to be exclusive. The word “extent” in the phrase “to the extent” means the degree
to which a subject or other thing extends, and such phrase shall not mean simply “if”. All
references to the defined term “Hydrocarbons” shall mean Crude Petroleum, natural gas,
casinghead gas, drip gasoline, natural gasoline, petroleum, natural gas liquids,
condensate, products, liquids and other hydrocarbons.

The undersigned parties hereto hereby agree to the terms of this Transportation
Logistics Agreement, effective as of the date first written above.
ER MARKETING, LLC BRIDGER LOGISTICS, LLC
dger, LLC, its Manager By: Bridger, LLC, its Manager
 /s/ James H. Ballengee By: /s/ Julio E. Rios II
James H. Ballengee Name: Julio E. Rios II
Chief Executive Officer Title: Chief Executive Officer

EXHIBIT A

STATEMENT OF WORK
This Statement of Work dated as of _________, _________ (the “Statement of Work”), is
between Bridger Logistics, LLC (“CARRIER”) and Bridger Marketing, LLC
(“MARKETING”). All capitalized terms not otherwise defined herein shall have the
meanings ascribed to them in the Transportation and Logistics Agreement to provide
Services (the “TLA”), dated as of May [__], 2015, between CARRIER and MARKETING.
This Statement of Work is hereby incorporated into and made part of the TLA.
Pursuant to the terms of the TLA, and for good and valuable consideration, the adequacy
and receipt of which are hereby acknowledged by the parties hereto, the parties hereto
agree as follows:
1. GENERAL TERMS
1.1.This is a Statement of Work under the TLA and is subject to all of the terms of
the TLA. In the event of any conflict between the terms of this Statement of Work and any
terms of the TLA, the TLA’s terms shall control. Notwithstanding the foregoing, if a
provision of this Statement of Work specifically references a provision in the TLA and
provides that the provision of this Statement of Work shall control in the event of a
conflict, then such provision in this Statement of Work shall control with respect to the
Services under this Statement of Work.
1.2.The term (“Term”) of this Statement of Work shall commence on ____________
(the “Effective Date”) and shall expire upon the earlier of (i) ________ or (ii) _________. In
addition, either CARRIER or MARKETING may terminate this Statement as Work as
follows: ___________________.
1.3.This Statement of Work may be executed in any number of counterparts by the
parties hereto and delivered in person or transmitted by facsimile, electronic
communication in portable document format (.pdf), or similar transmission, each of
which, when so executed and delivered, shall be deemed an original, but such
counterparts shall together constitute but one and the same Statement of Work.

2.SERVICES PROVIDED
2.1.Listed below are descriptions and/or specifications of the Services to be
performed.
Summary of Services
T POINT(S) EST. BARRELS PER DAY RATE ($/Barrel)

2.2.Listed below is the name and address of an authorized representative for each
of CARRIER and MARKETING.
R Authorized Representative MARKETING Authorized Representative
Name:
: Address:

ne: Telephone:
Fax:

2.3.All Services performed pursuant to this Statement of Work shall be performed

at the rates set forth above. In addition to the rates set forth above, additional charges
may also apply with respect to the Services as specified in the Rate Schedule (as amended,
supplemented or modified from time to time) which is included as Exhibit C to the TLA.

CARRIER shall be authorized to commence the Services described in this Statement of

Work once this Statement of Work is signed and delivered by MARKETING and CARRIER.

IN WITNESS WHEREOF, the parties have executed this Statement of Work as of

__________________, _____ by their duly authorized representatives.
R MARKETING
R LOGISTICS, LLC BRIDGER MARKETING, LLC
By:
Name:
Title:

Exhibit B
Rate Schedule
($ per barrel)

1. Truck Transportation Rates

a. North Dakota (attached)
b. Louisiana / Texas (attached)
c. DJ Basin (attached)

2. Pipeline Terminals
a. North Dakota Pipeline System terminals
i. [***]
ii. [***]
b. Karnack terminal
i. [***]
c. LaBarge terminal
i. [***]
d. Permian terminals
i. [***]
ii. [***]

3. Pipelines
a. NDPL Pipeline Shipper Management
i. [***]
ii. [***]
b. Platte Pipeline Shipper Management
i. [***]
c. Cline Shale Pipeline Shipper Management
i. [***]
d. Bridger Lake
i. [***]

4. Rail Terminals
a. North Dakota rail terminals
i. Berthold Rail Terminal
1. [***]
2. [***]
3. [***]
4. [***]

Confidential information has been omitted and separately filed with the Securities and
Exchange Commission. [***] indicates that confidential treatment has been requested
with respect to this omitted information.

ii. Van Hook Rail Terminal

1. [***]
2. [***]
3. [***]
4. [***]

iii. Pioneer Rail Terminal

1. [***]
2. [***]
3. [***]
4. [***]

* [***]
 Confidential information has been omitted and separately filed with the Securities and
Exchange Commission. [***] indicates that confidential treatment has been requested
with respect to this omitted information.

Trucking Rates Prepared

Exclusively for
Bridger Marketing, LLC
Region: North Dakota
Effective Date: OCTOBER 1, 2013*
*Rates are subject to change upon 30 days' notice

Loaded Miles Rate Loaded Miles Rates Loaded Miles Rat

 1 5 [***] 151 155 [***] 301 305 [**
6 10 [***] 156 160 [***] 306 310 [**
11 15 [***] 161 165 [***] 311 315 [**
16 20 [***] 166 170 [***] 316 320 [**
21 25 [***] 171 175 [***] 321 325 [**
26 30 [***] 176 180 [***] 326 330 [**
31 35 [***] 181 185 [***] 331 335 [**
36 40 [***] 186 190 [***] 336 340 [**
41 45 [***] 191 195 [***] 341 345 [**
46 50 [***] 196 200 [***] 346 350 [**
51 55 [***] 201 205 [***] 351 355 [**
56 60 [***] 206 210 [***] 356 360 [**
61 65 [***] 211 215 [***] 361 365 [**
66 70 [***] 216 220 [***] 366 370 [**
71 75 [***] 221 225 [***] 371 375 [**
76 80 [***] 226 230 [***] 376 380 [**
81 85 [***] 231 235 [***] 381 385 [**
86 90 [***] 236 240 [***] 386 390 [**
91 95 [***] 241 245 [***] 391 395 [**
96 100 [***] 246 250 [***] 396 400 [**
101 105 [***] 251 255 [***] 401 405 [**
106 110 [***] 256 260 [***] 406 410 [**
111 115 [***] 261 265 [***] 411 415 [**
116 120 [***] 266 270 [***] 416 420 [**
121 125 [***] 271 275 [***] 421 425 [**
126 130 [***] 276 280 [***] 426 430 [**
131 135 [***] 281 285 [***] 431 435 [**
136 140 [***] 286 290 [***] 436 440 [**
141 145 [***] 291 295 [***] 441 445 [**
146 150 [***] 296 300 [***] 446 450 [**

tes are based on retail diesel @$[***]/gallon - If retail diesel exceeds $[***]/gallon, see fuel surcharge calculation below
harge (FSC) Reimbursement = Gallons x FSC Reimbursement Rate
Loaded Miles x 2 / Fuel Mileage per Gallon (which is set at 3.0)
bursement Rate = [***]
e = After first hour of Wait Time, $[***] per hour for each subsequent hour of Wait Time
Upon submission of Carrier-numbered reject run ticket, $[***]
ads = $[***] per run that involves Split Loads (as defined in the ICOA)
m Barrels = [***] netted barrels
= $[***]

/s/ Jeremy H. Gamboa 10/1/13

 Jeremy H. Gamboa Date
EVP & COO

Confidential information has been omitted and separately filed with the Securities and Exchange
Commission. [***] indicates that confidential treatment has been requested with respect to this omitted
information.
 CONFIDENTIAL
Trucking Rates Prepared
Exclusively for
Bridger Marketing, LLC
Region: DJ Basin
Effective Date: February 1, 2015*
*Rates are subject to change upon 30 days' notice

Loaded Miles Rate Loaded Miles Rates Loaded Miles Rat

1 5 [***] 151 155 [***] 301 305 [**
6 10 [***] 156 160 [***] 306 310 [**
11 15 [***] 161 165 [***] 311 315 [**
16 20 [***] 166 170 [***] 316 320 [**
21 25 [***] 171 175 [***] 321 325 [**
26 30 [***] 176 180 [***] 326 330 [**
31 35 [***] 181 185 [***] 331 335 [**
36 40 [***] 186 190 [***] 336 340 [**
41 45 [***] 191 195 [***] 341 345 [**
46 50 [***] 196 200 [***] 346 350 [**
51 55 [***] 201 205 [***] 351 355 [**
56 60 [***] 206 210 [***] 356 360 [**
61 65 [***] 211 215 [***] 361 365 [**
66 70 [***] 216 220 [***] 366 370 [**
71 75 [***] 221 225 [***] 371 375 [**
76 80 [***] 226 230 [***] 376 380 [**
81 85 [***] 231 235 [***] 381 385 [**
86 90 [***] 236 240 [***] 386 390 [**
91 95 [***] 241 245 [***] 391 395 [**
96 100 [***] 246 250 [***] 396 400 [**
101 105 [***] 251 255 [***] 401 405 [**
106 110 [***] 256 260 [***] 406 410 [**
111 115 [***] 261 265 [***] 411 415 [**
116 120 [***] 266 270 [***] 416 420 [**
121 125 [***] 271 275 [***] 421 425 [**
126 130 [***] 276 280 [***] 426 430 [**
131 135 [***] 281 285 [***] 431 435 [**
136 140 [***] 286 290 [***] 436 440 [**
141 145 [***] 291 295 [***] 441 445 [**
146 150 [***] 296 300 [***] 446 450 [**
 tes are based on retail diesel @ $[***]/gallon - If retail diesel exceeds $[***]/gallon, see fuel surcharge calculation below
harge (FSC) Reimbursement = Gallons x FSC Reimbursement Rate
Loaded Miles x 2 / Fuel Mileage per Gallon (which is set at 3)
bursement Rate = [***]
e = After first hour of Wait Time, $[***] per hour for each subsequent hour of Wait Time
Upon submission of Carrier-numbered reject run ticket, $[***]
ads = $[***] per run that involves Split Loads
m Barrels = [***] netted barrels
= $[***]

/s/ Jeremy H. Gamboa 2/24/15

Jeremy H. Gamboa Date
EVP & COO
 Confidential information has been omitted and separately filed with the Securities and Exchange
Commission. [***] indicates that confidential treatment has been requested with respect to this omitted
information.

Customer Rate Sheet

Bridger TX/LA Rates

Region: LA/TX/OK
Effective Date: October 1, 2013*
*Rates are subject to change upon 30 days' notice

d Miles Rate Loaded Miles Rates Loaded Miles Rates Loaded Miles R

5 [***] 151 155 [***] 301 305 [***] 451 455

10 [***] 156 160 [***] 306 310 [***] 456 460
15 [***] 161 165 [***] 311 315 [***] 461 465
20 [***] 166 170 [***] 316 320 [***] 466 470
25 [***] 171 175 [***] 321 325 [***] 471 475
30 [***] 176 180 [***] 326 330 [***] 476 480
35 [***] 181 185 [***] 331 335 [***] 481 485
40 [***] 186 190 [***] 336 340 [***] 486 490
45 [***] 191 195 [***] 341 345 [***] 491 495
50 [***] 196 200 [***] 346 350 [***] 496 500
55 [***] 201 205 [***] 351 355 [***] 501 505
60 [***] 206 210 [***] 356 360 [***] 506 510
65 [***] 211 215 [***] 361 365 [***] 511 515
70 [***] 216 220 [***] 366 370 [***] 516 520
75 [***] 221 225 [***] 371 375 [***] 521 525
80 [***] 226 230 [***] 376 380 [***] 526 530
85 [***] 231 235 [***] 381 385 [***] 531 535
90 [***] 236 240 [***] 386 390 [***] 536 540
95 [***] 241 245 [***] 391 395 [***] 541 545
100 [***] 246 250 [***] 396 400 [***] 546 550
105 [***] 251 255 [***] 401 405 [***] 551 555
 110 [***] 256 260 [***] 406 410 [***] 556 560
115 [***] 261 265 [***] 411 415 [***] 561 565
120 [***] 266 270 [***] 416 420 [***] 566 570
125 [***] 271 275 [***] 421 425 [***] 571 575
130 [***] 276 280 [***] 426 430 [***] 576 580
135 [***] 281 285 [***] 431 435 [***] 581 585
140 [***] 286 290 [***] 436 440 [***] 586 590
145 [***] 291 295 [***] 441 445 [***] 591 595
150 [***] 296 300 [***] 446 450 [***] 596 600

harge (FSC) Reimbursement = Gallons x FSC Reimbursement Rate

Loaded Miles x 2 / Fuel Mileage per Gallon (which is 4.5)
bursement Rate = [***]
e = After first hour of Wait Time, $[***] per hour for each subsequent hour of Wait Time
Upon submission of Carrier-numbered reject run ticket, $[***]
ads = $[***] per run that involves Split Loads
m Barrels = [***] netted barrels

Use for the following for Bridger Invoice:

Whiting TX TX Loads
Pioneer Apace
Endeavor Mewborne
Prism Bridger Station
Confidential information has been omitted and separately filed with the Securities and Exchange
Commission. [***] indicates that confidential treatment has been requested with respect to this omitted
information.

EXHIBIT C

Certain Agreements

[***]
Confidential information has been omitted and separately filed with the Securities and
Exchange Commission. [***] indicates that confidential treatment has been requested
with respect to this omitted information.