FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which for all purposes arc acknowledged, ONEOK, Inc., an Oklahoma corporation acting by and through Kansas Gas Service, a Division of ONEOK, Inc. (referred to for convenience herein as “ONEOK”), transfers, contributes, assigns, distributes and conveys to ONE Gas, Inc., an Oklahoma corporation (“ONE Gas”), all of ONEOK’s rights, title and interests in and to all of the franchises and all rights and privileges granted under the respective franchise ordinances described in “Attachment I - KS” appended hereto, effective as of the “Effective Time” set forth below. As a part of the consideration for this assignment and transfer, ONE Gas hereby expressly agrees to accept and become responsible for the full performance of all conditions, covenants, obligations and liabilities contained in each of the franchises and the respective franchise ordinances.

This Assignment of Franchises shall be binding upon and inure to the benefit of the parties hereto and their successors and assigns.