Award Letter Agreement, dated March 13, 2020, by and between Gerald F. Willinger and Sanchez Midstream Partners GP LLC

Exhibit 10.35

AWARD LETTER AGREEMENT

This AWARD LETTER AGREEMENT (this “Award Agreement”) is made and entered into on March 13, 2020 (the “Effective Date”), by and between Gerald F. Willinger (“Executive”) and Sanchez Midstream Partners GP LLC, a Delaware limited liability company (“Company”) and the general partner of Sanchez Midstream Partners LP, a Delaware limited partnership (“Partnership”).  Executive and the Company are collectively referred to herein as the “Parties,” and individually as a “Party.”

WHEREAS, the Parties entered into that certain Executive Services Agreement, dated as of August 2, 2019 (the “Executive Agreement”);

WHEREAS, Section 3(c) of the Executive Agreement provides that Executive shall be eligible to receive awards (the “LTIP Bonus”) under the Partnership’s Long-Term Incentive Plan (the “Plan”) and to participate in any long-term incentive programs available generally to the Company’s executive officers, both as determined in the sole discretion of the board of directors of the Company (the “Board”);

WHEREAS, the Company adopted the Plan to provide officers, such as Executive, a means to develop a sense of ownership and personal involvement in the development and financial success of the Partnership and to encourage officers, such as Executive, to remain with and devote their best efforts to the business of the Partnership and, in doing so, advance the interests of the Partnership and its unitholders;

WHEREAS, during the last twelve months, the price of the Partnership’s common units representing limited partner interests (“Common Units”) as listed on the NYSE American stock exchange has dropped from a high of $3.60 to a low of $0.22 (the “Common Unit Price Decline”);

WHEREAS, as a result of the Common Unit Price Decline, the dilutive effect of an LTIP Bonus to Executive under the Plan would not advance the interests of the Partnership and its unitholders;

WHEREAS, on the date of the execution of this Award Agreement, the Board in its discretion elected to grant an award to Executive with respect to the performance of the Partnership in fiscal 2019 in an amount equal to $1,300,000 (the “Executive Award”); and

WHEREAS, as a result of the Board’s determination, the Parties wish to memorialize their agreement with respect to the terms and conditions of the Executive Award.

NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties intending to be legally bound, mutually agree as follows:

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IF TO COMPANY:

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Sanchez Midstream Partners GP LLC

c/o Sanchez Midstream Partners LP

1000 Main Street, Suite 3000

Houston, Texas 77002

Attention: General Counsel

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With a copy to:

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Hunton Andrews Kurth LLP

600 Travis Street, Suite 4200

Houston, Texas 77002

Attention: Philip M. Haines

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IF TO EXECUTIVE:

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Gerald F. Willinger

c/o Sanchez Midstream Partners LP

1000 Main Street, Suite 3000

Houston, Texas 77002

[Signature Page Follows]

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SANCHEZ MIDSTREAM PARTNERS GP LLC

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Dated:  March 13, 2020By:  /s/ Charles C. Ward​ ​​ ​​ ​​ ​

Name: Charles C. Ward

Title: Chief Financial Officer & Secretary

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EXECUTIVE

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Dated:  March 13, 2020/s/ Gerald Willinger​ ​​ ​​ ​​ ​

Name: Gerald F. Willinger