Amendment No. 1 to the Purchase and Sale Agreement, dated September 28, 2018, by and among EnerVest Energy Institutional Fund XI-A, L.P., EnerVest Energy Institutional Fund XI-WI, LP., EnerVest Holding, L.P., EnerVest Wachovia Co-Investment Partnership, L.P

This AMENDMENT NO. 1 TO PURCHASE AND SALE AGREEMENT (this “Amendment”) is made as of September 28, 2018 by and among (i) ENERVEST ENERGY INSTITUTIONAL FUND XI-A, L.P., a Delaware limited partnership (“EV XI-A”), ENERVEST ENERGY INSTITUTIONAL FUND XI-WI, L.P., a Delaware limited partnership (“EV XI-WI”), ENERVEST HOLDING, L.P., a Texas limited partnership (“EV Holding”), and ENERVEST WACHOVIA CO-INVESTMENT PARTNERSHIP, L.P., a Delaware limited partnership (“EV Co-Invest” and, collectively with EV XI-A, EV XI-WI and EV Holding, the “Sellers” and each a “Seller”), on the one part, and (ii) MAGNOLIA OIL & GAS PARENT LLC (formerly known as TPG Pace Energy Parent LLC), a Delaware limited liability company (“Buyer”), on the other part. Sellers and Buyer may be referred to herein each as a “Party” and together as the “Parties.”

WHEREAS, the Parties have previously executed that certain Purchase and Sale Agreement dated as of March 20, 2018 by and among the Sellers and Buyer (as amended by that certain Closing Agreement dated as of July 31, 2018 by and among the Sellers and Buyer, the “Original Agreement”), pertaining to the sale of certain oil and gas interest located in the State of Texas and other related matters; and

WHEREAS, the Parties desire to amend the Original Agreement as set forth herein and to agree upon a specified amount for the Earnout Payments.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows: