Common use of Capitalization and Valid Issuance of Units Clause in Contracts

Capitalization and Valid Issuance of Units. (a) As of the date hereof, the issued and outstanding limited partner interests of the Partnership consist of 62,194,405 Common Units, the general partner interest (the “GP Interest”) and the incentive distribution rights (as defined in the Partnership Agreement, the “Incentive Distribution Rights”). All outstanding Common Units, the GP Interest, Incentive Distribution Rights and the limited partner interests represented thereby have been duly authorized and validly issued in accordance with the Partnership Agreement and are fully paid (to the extent required under the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by Sections 17-303, 17-607 and 17-804 of the Delaware LP Act). As of the date hereof, there are no, and as of the Closing Date, there will be no, limited partner interests of the Partnership that are senior to or pari passu with, in right of distribution, the Series A Preferred Units. (b) The General Partner is the sole general partner of the Partnership and the owner of the GP Interest, the GP Interest has been duly authorized and validly issued in accordance with the Partnership Agreement, and the General Partner owns the GP Interest free and clear of all Liens, except for restrictions on transferability contained in the Delaware LP Act or the Partnership Agreement. (c) The Purchased Units and the limited partner interests represented thereby and the Warrants will be duly authorized by the Partnership pursuant to the Partnership Agreement prior to the Closing and, when issued and delivered to the Purchasers against payment therefor in accordance with the terms of this Agreement, will be validly issued, fully paid (to the extent required by the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by Sections 17-303, 17-607 and 17-804 of the Delaware LP Act) and will be free of any and all Liens and restrictions on transferability, other than (i) restrictions on transferability under the Partnership Agreement, this Agreement or applicable state and federal securities Laws, (ii) with respect to each Purchaser’s Purchased Units and the limited partners interests represented thereby and Warrants, such Liens as are created by such Purchaser and (iii) such Liens as arise under the Partnership Agreement or the Delaware LP Act. (d) Except for any such preemptive rights that have been waived, there are no persons entitled to statutory, preemptive or other similar contractual rights to subscribe for the Purchased Units or the Warrants; and, except (i) for the Purchased Units and Warrants to be issued pursuant to this Agreement, (ii) for awards issued pursuant to the Partnership’s long-term incentive plans, or (iii) as disclosed in the USAC SEC Documents, no options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for, partnership securities or ownership interests in the Partnership are outstanding. (e) Upon issuance in accordance with this Agreement, the Partnership Agreement, and the Warrants, as applicable, the PIK Units, the Conversion Units and the Warrant Exercise Units will be duly authorized, validly issued, fully paid (to the extent required by the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by Sections 17-303, 17-607 and 17-804 of the Delaware LP Act) and will be free of any and all Liens and restrictions on transfer, other than (i) restrictions on transfer under the Partnership Agreement, this Agreement or applicable state and federal securities Laws, (ii) with respect to each Purchaser’s PIK Units, Conversion Units and Warrant Exercise Units, such Liens as are created by such Purchaser and (iii) such Liens as arise under the Partnership Agreement or the Delaware LP Act.

Capitalization and Valid Issuance of Units. (a) As of the date hereof, and immediately prior to the issuance and sale of the Purchased Units, the issued and outstanding limited partner interests of the Partnership consist of 62,194,405 33,227,268 Common Units, the general partner interest (the “GP Interest”) 6,561,681 Series A Preferred Units and the incentive distribution rights (as defined in the Partnership Agreement, the “Incentive Distribution Rights”). All outstanding Common Units, the GP InterestSeries A Preferred Units, Incentive Distribution Rights and the limited partner interests represented thereby have been duly authorized and validly issued in accordance with the Partnership Agreement and are fully paid (to the extent required under the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by matters described in Sections 17-303, 17-607 and 17-804 of the Delaware LP Act). As of the date hereof, there are no, and as of the Closing Date, there will be no, limited partner interests of the Partnership that are senior to or pari passu with, in right of distribution, the Series A Preferred Units. (b) The General Partner is the sole holds a 1.997% general partner of interest in the Partnership and the owner of the GP Interest, the GP Interest Partnership; such general partner interest has been duly authorized and validly issued in accordance with the Partnership Agreement, Agreement and the General Partner owns the GP Interest such interest free and clear of all LiensLiens (except (i) as disclosed in the Partnership SEC Documents, except (ii) for restrictions on transferability contained in Liens created, arising under or securing the Compressco Credit Facility, and (iii) for Liens arising under the Partnership Agreement or the Delaware LP Act or the Partnership AgreementAct). (c) The Purchased Units being purchased by the Purchasers hereunder and the limited partner interests represented thereby and the Warrants will be duly authorized by the Partnership pursuant to the Partnership Agreement prior to the Closing and, when issued and delivered to the Purchasers against payment therefor in accordance with the terms of this Agreement, will be validly issued, fully paid (to the extent required by the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by matters described in Sections 17-303, 17-607 and 17-804 of the Delaware LP Act) and will be free of any and all preemptive or similar rights, taxes, Liens and restrictions on transferabilitytransfer, other than (i) restrictions on transferability transfer under the Partnership Agreement, Agreement or this Agreement or and under applicable state and federal securities Laws, laws and (ii) with respect to each Purchaser’s Purchased Units and the limited partners interests represented thereby and Warrants, such Liens as are created by such Purchaser and (iii) such Liens as arise arising under the Partnership Agreement or the Delaware LP Act. The Purchased Units and the PIK Units shall have the rights and preferences set forth in the Partnership Agreement. (d) Except for any such preemptive rights that have been waivedwaived or as disclosed in the Partnership SEC Documents, there are no persons entitled to statutory, preemptive or other similar contractual rights to subscribe for the Purchased Units or the WarrantsUnits; and, except (i) for the Purchased Units and Warrants the PIK Units to be issued pursuant to this Agreement and the Partnership Agreement, (ii) for awards issued pursuant to the Partnership’s long-term incentive plans, plans or (iii) as disclosed in the USAC Partnership SEC Documents, no options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for, partnership securities or ownership interests in the Partnership are outstanding. (e) Upon issuance Except as disclosed in accordance with this Agreement, the Partnership Agreement, and the Warrants, SEC Documents or as applicable, the PIK Units, the Conversion Units and the Warrant Exercise Units will be duly authorized, validly issued, fully paid (otherwise awarded pursuant to the extent required Partnership’s long-term incentive plans, (i) none of the Partnership’s equity interests is subject to preemptive rights or any other similar rights; (ii) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character issued or incurred by the Partnership Agreementor any of its Subsidiaries relating to, or securities or rights convertible into, or exercisable or exchangeable for, any equity interests of the Partnership or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Partnership or any of its Subsidiaries is or may become bound to issue additional equity interests of the Partnership or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any equity interests of the Partnership or any of its (iii) and nonassessable there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing indebtedness of the Partnership or any of its Subsidiaries or by which the Partnership or any of its Subsidiaries is or may become bound; (iv) there are no agreements or arrangements under which the Partnership or any of its Subsidiaries is obligated to register the sale of any of their securities under the Securities Act (except as such nonassessability may be affected by Sections 17-303, 17-607 and 17-804 pursuant to the Registration Rights Agreement); (v) there are no outstanding securities or instruments of the Delaware LP ActPartnership or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Partnership or any of its Subsidiaries is or may become bound to redeem a security of the Partnership or any of its Subsidiaries; (vi) and there are no securities or instruments containing anti-dilution or similar provisions that will be free triggered by the issuance of the Securities; (vii) neither the Partnership nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and all Liens (viii) the Partnership and restrictions on transferits Subsidiaries have no liabilities or obligations required to be disclosed in the Partnership SEC Documents but not so disclosed in the Partnership SEC Documents, other than (i) restrictions on transfer under those incurred in the Partnership Agreementordinary course of the Partnership’s or any of its Subsidiaries’ respective businesses and which, this Agreement individually or applicable state and federal securities Lawsin the aggregate, (ii) with respect to each Purchaser’s PIK Units, Conversion Units and Warrant Exercise Units, such Liens as are created by such Purchaser and (iii) such Liens as arise under the Partnership Agreement do not or the Delaware LP Actwould not have a Material Adverse Effect.

Capitalization and Valid Issuance of Units. (a) As of the date hereof, the issued and outstanding limited partner interests of the Partnership consist of 62,194,405 110,505,502 Common Units, the general partner interest (the “GP Interest”) Units and the incentive distribution rights of the Partnership (as defined in the Partnership Agreement, the “Incentive Distribution Rights”). All outstanding such Common Units, the GP Interest, Units and Incentive Distribution Rights and the limited partner interests represented thereby have been duly authorized and validly issued in accordance with the Partnership Agreement Agreement, and are have been fully paid (to the extent required under by the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by Sections 17-303, 17-607 and 17-804 of the Delaware LP Act). As of the date hereof, there are no, and as of the Closing Date, there will be no, limited partner interests of the Partnership that are senior to or pari passu with, in right of distribution, the Series A Preferred Units. (b) The General Partner is the sole general partner of the Partnership and the owner has full power and authority to act as general partner of the GP InterestPartnership as described in the Partnership SEC Documents; the General Partner is, and at the Closing Date will be, the GP Interest has sole general partner of the Partnership, and, as of the date hereof, owns (i) 2,187,386 general partner units representing an approximate 2% general partner interest in the Partnership (the “General Partner Units”) and (ii) 100% of the Incentive Distribution Rights; the General Partner Units have been duly authorized and validly issued in accordance with the Partnership Agreement, and the General Partner owns the GP Interest free and clear of all Liens, except for restrictions on transferability contained in the Delaware LP Act or the Partnership Agreement. (c) The Purchased Units and the limited partner interests represented thereby and the Warrants will be duly authorized by the Partnership pursuant to the Partnership Agreement prior to the Closing and, when issued and delivered to the Purchasers against payment therefor in accordance with the terms of this Agreement, will be validly issued, have been fully paid (to the extent required under the Partnership Agreement); and the General Partner owns the Incentive Distribution Rights and the General Partner Units free and clear of all Liens (except for restrictions on transferability as described the Partnership SEC Documents). (c) At the Closing Date, the Purchased Units to be issued and sold by the Partnership hereunder will have been duly authorized and, when issued and delivered and paid for as provided herein, will be duly and validly issued in accordance with the Partnership Agreement, and will be fully paid (to the extent required under the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by Sections 17-303, 17-607 and 17-804 of the Delaware LP Act) and will be free of any and all Liens and restrictions on transferabilitytransfer, other than (i) restrictions on transferability transfer under the Partnership Agreement, this Agreement or applicable state and federal securities Laws, (ii) with respect to each Purchaser’s Purchased Units and the limited partners partner interests represented thereby and Warrantsthereby, such Liens as are created by such Purchaser and (iii) such Liens as arise under the Partnership Agreement or the Delaware LP Act. (d) Except for any such preemptive rights that have been waived, there are no persons entitled to statutory, preemptive or other similar contractual rights to subscribe for the Purchased Units or the WarrantsUnits; and, except (i) for the Purchased Units and Warrants to be issued pursuant to this Agreement, (ii) for awards issued pursuant to the Partnership’s long-term incentive plans, plans or (iii) as disclosed in the USAC Partnership SEC Documents, no options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for, partnership securities or ownership interests in the Partnership are outstanding. (e) Upon issuance in accordance with this Agreement, Agreement and the Partnership Agreement, and the Warrants, as applicable, the PIK Units, the Conversion Units and the Warrant Exercise Conversion Units will be duly authorized, validly issued, fully paid (to the extent required by the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by Sections 17-303, 17-607 and 17-804 of the Delaware LP Act) and will be free of any and all Liens and restrictions on transfer, other than (i) restrictions on transfer under the Partnership Agreement, this Agreement or applicable state and federal securities Laws, (ii) with respect to each Purchaser’s PIK Units, Conversion Units and Warrant Exercise Conversion Units, such Liens as are created by such Purchaser and (iii) such Liens as arise under the Partnership Agreement or the Delaware LP Act.

Capitalization and Valid Issuance of Units. (a) As of May 25, 2018, before giving effect to the date hereofissuance and sale of the Purchased Units, the issued and outstanding limited partner interests of the Partnership consist of 62,194,405 11,933,237 Common Units, the general partner interest (the “GP Interest”) and the incentive distribution rights (as defined in the Partnership Agreement, the “Incentive Distribution Rights”). All outstanding Common Units, the GP Interest, Incentive Distribution Rights Units and the limited partner interests represented thereby have been duly authorized and validly issued in accordance with the Partnership Agreement and are fully paid (to the extent required under the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by matters described in Sections 17-303, 17-607 and 17-804 of the Delaware LP Act). As of the date hereof, there are no, and as of the Initial Closing Date, there will be no, are no limited partner interests of the Partnership that are senior to or pari passu with, in right of distribution, to the Series A Preferred Units. (b) The General Partner is the sole general partner of the Partnership and the owner of the GP Interest, the GP Interest Partnership; such general partner interest has been duly authorized and validly issued in accordance with the Partnership Agreement, ; and the General Partner owns the GP Interest such general partner interest free and clear of all Liens, except for restrictions on transferability contained in the Partnership Agreement, applicable state and federal securities Laws or the Delaware LP Act or the Partnership AgreementAct. (c) The Purchased Units and the limited partner interests represented thereby and the Warrants will be have been duly authorized by the Partnership pursuant to under the Partnership Agreement prior to and the Closing Delaware LP Act and, when issued and delivered to the Purchasers Purchaser against payment therefor in accordance with the terms of this Agreement, will be validly issued, fully paid (to the extent required by the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by Sections 17-303, 17-607 and 17-804 of the Delaware LP Act) and will be free of any and all Liens and restrictions on transferability, other than (i) restrictions on transferability under the Partnership Agreement, this Agreement or applicable state and federal securities Laws, (ii) with respect to each Purchaser’s Purchased Units and the limited partners interests represented thereby and Warrants, such Liens as are created by such Purchaser and (iii) such Liens as arise under the Partnership Agreement or the Delaware LP Act. (d) Except for any such preemptive rights that have been waived, there are no persons entitled to statutory, preemptive or other similar contractual rights to subscribe for the Purchased Units or the Warrants; and, except (i) for the Purchased Units and Warrants to be issued pursuant to this Agreement, (ii) for awards issued pursuant to the Partnership’s long-term incentive plans, or (iii) as disclosed matters described in the USAC SEC Documents, no options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for, partnership securities or ownership interests in the Partnership are outstanding. (e) Upon issuance in accordance with this Agreement, the Partnership Agreement, and the Warrants, as applicable, the PIK Units, the Conversion Units and the Warrant Exercise Units will be duly authorized, validly issued, fully paid (to the extent required by the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by Sections 17-303, 17-607 and 17-804 of the Delaware LP Act) and will be free of any and all Liens and restrictions on transfer, other than (i) restrictions on transfer under the Partnership Agreement, this Agreement or applicable state and federal securities Laws, (ii) with respect to each the Purchaser’s PIK Units, Conversion Purchased Units and Warrant Exercise Unitsthe limited partner interests represented thereby, such Liens as are created by such the Purchaser and (iii) such Liens as arise under the Partnership Agreement or the Delaware LP Act. (d) Except as specifically set forth in the Partnership Agreement, there are no persons entitled to statutory, preemptive or other similar contractual rights to subscribe for the Purchased Units or any other securities of the Partnership; and, except (i) for the Purchased Units to be issued pursuant to this Agreement, (ii) for awards issued pursuant to the Partnership’s long-term incentive plans or (iii) as disclosed in the CELP SEC Documents, no options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for, partnership securities or ownership interests in the Partnership are outstanding. (e) Upon issuance in accordance with this Agreement and the Partnership Agreement, the PIK Units and the Conversion Units will be duly authorized, validly issued, fully paid (to the extent required by the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by matters described in Sections 17-303, 17-607 and 17-804 of the Delaware LP Act) and will be free of any and all Liens and restrictions on transfer, other than (i) restrictions on transfer under the Partnership Agreement, this Agreement or applicable state and federal securities Laws, (ii) with respect to the Purchaser’s PIK Units and Conversion Units, Liens created by the Purchaser after the Closing and (iii) Liens as arise under the Partnership Agreement or the Delaware LP Act after each Closing, as applicable.

Capitalization and Valid Issuance of Units. (a) As of the date hereof, the issued and outstanding limited partner interests of the Partnership consist of 62,194,405 65,507,635 Common Units and 20,853,618 Class B Units. As of the date hereof, there are 3,167,982 Common Units remaining available for issuance under the general partner interest (the “GP Interest”) and the Partnership’s long-term incentive distribution rights (as defined in the Partnership Agreement, the “Incentive Distribution Rights”)plan. All outstanding Common Units, the GP Interest, Incentive Distribution Rights Class B Units and the limited partner interests represented thereby have been duly authorized and validly issued in accordance with the Partnership Agreement and are fully paid (to the extent required under the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by matters described in Sections 17-303, 17-607 and 17-804 of the Delaware LP Act). As of the date hereof, there are no, and as of the Closing Date, there will be no, limited partner interests of the Partnership that are senior to or pari passu with, in right of distribution, the Series A Preferred Units. (b) The General Partner is the sole general partner of the Partnership, with a non-economic general partner interest in the Partnership and (the owner of the “GP Interest, the Interests”). The GP Interest has Interests have been duly authorized and validly issued in accordance with the Partnership Agreement, and the General Partner owns the such GP Interest Interests free and clear of all Liens, except for restrictions on transferability contained in the Partnership Agreement, the Delaware LP Act or as disclosed in the Partnership AgreementKRP SEC Documents. (c) As of the date hereof, the Partnership is the owner of 65,507,635 OpCo Units. The Partnership is, and at the Closing Date, will be, the managing member of the Operating Company. The OpCo Units have been duly authorized and validly issued in accordance with the Organizational Documents of the Operating Company and are fully paid (to the extent required under such Organizational Documents) and nonassessable (except as such nonassessability may be affect by matters described in Sections 18-607 and 18-804 of the Delaware LLC Act); and the Partnership owns such equity interests free and clear of all Liens, other than as disclosed in the KRP SEC Documents, Liens arising under the Credit Agreement and restrictions on transfer under such Organizational Documents or applicable state or federal securities laws or the Delaware LLC Act. (d) Upon issuance in accordance with this Agreement and the Partnership Agreement, the Conversion Units will be duly authorized, validly issued, fully paid (to the extent required by the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by matters described in Sections 17-303, 17-607 and 17-804 of the Delaware LP Act) and will be free of any and all Liens and restrictions on transfer, other than (i) restrictions on transfer under the Partnership Agreement, this Agreement or applicable state and federal securities Laws, (ii) such Liens as are created by the Purchasers and (iii) such Liens as arise under the Partnership Agreement or the Delaware LP Act. (e) The Purchased Units and the limited partner interests represented thereby and the Warrants will be duly authorized by the Partnership pursuant to the Partnership Agreement prior to the Closing and, when issued and delivered to the Purchasers against payment therefor in accordance with the terms of this Agreement, will be validly issued, fully paid (to the extent required by the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by Sections 17-303, 17-607 and 17-804 of the Delaware LP Act) and will be free of any and all Liens and restrictions on transferability, other than (i) restrictions on transferability under the Partnership Agreement, this Agreement or applicable state and federal securities Laws, (ii) with respect to each Purchaser’s Purchased Units and the limited partners interests represented thereby and Warrants, such Liens as are created by such Purchaser and (iii) such Liens as arise under the Partnership Agreement or the Delaware LP Act. (d) Except for any such preemptive rights that have been waived, there are no persons entitled to statutory, preemptive or other similar contractual rights to subscribe for the Purchased Units or the Warrants; and, except (i) for the Purchased Units and Warrants to be issued pursuant to this Agreement, (ii) for awards issued pursuant to the Partnership’s long-term incentive plans, or (iii) as disclosed matters described in the USAC SEC Documents, no options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for, partnership securities or ownership interests in the Partnership are outstanding. (e) Upon issuance in accordance with this Agreement, the Partnership Agreement, and the Warrants, as applicable, the PIK Units, the Conversion Units and the Warrant Exercise Units will be duly authorized, validly issued, fully paid (to the extent required by the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by Sections 17-303, 17-607 and 17-804 of the Delaware LP Act) and will be free of any and all Liens and restrictions on transfer, other than (i) restrictions on transfer under the Partnership Agreement, this Agreement or applicable state and federal securities Laws, (ii) with respect to each Purchaser’s PIK Units, Conversion Units and Warrant Exercise Units, such Liens as are created by such Purchaser the Purchasers and (iii) such Liens as arise under the Partnership Agreement or the Delaware LP Act. (f) Except (i) as contained in the Partnership Agreement, (ii) for the Purchased Units to be issued pursuant to this Agreement, (iii) for awards issued pursuant to the Partnership’s long-term incentive plans or (v) as disclosed in the KRP SEC Documents, there are no profits interests, options, warrants, preemptive rights, rights of first refusal or other rights to subscribe for, purchase or exchange or convert into, nor any restriction upon the voting or transfer of, any Capital Stock of any of the Partnership Entities, in each case, pursuant to the Organizational Documents or any other Contract to which any such Partnership Entity is a party or by which any such Partnership Entity may be bound or otherwise.

Capitalization and Valid Issuance of Units. (a) As of the date hereofSeptember 29, 2020, the issued and outstanding limited partner interests of the Partnership consist of 62,194,405 2,238,808,919 Common Units, the general partner interest (the “GP Interest”) and the incentive distribution rights (as defined in the Partnership Agreement, the “Incentive Distribution Rights”). All of such outstanding Common Units, the GP Interest, Incentive Distribution Rights Units and the limited partner interests represented thereby have been duly authorized and validly issued in accordance with the Partnership Agreement and are fully paid (to the extent required under the Partnership Agreement) and nonassessable non-assessable (except as such nonassessability non-assessability may be affected by matters described in Sections 17-303, 17-607 and or 17-804 of the Delaware LP Act). As of the date hereof, there are no, and as of the Closing Date, there will be no, no outstanding limited partner interests of the Partnership that are senior to or pari passu withto, in right of distributiondistribution or liquidation, the Series A Preferred Units. (b) The General Partner is the sole general partner of the Partnership and with a non-economic general partner interest in the owner of the GP Interest, the GP Interest Partnership; such general partner interest has been duly authorized and validly issued in accordance with the Partnership Agreement, ; and the General Partner owns the GP Interest such general partner interest free and clear of all Liens, except for restrictions on transferability contained in the Delaware LP Act or the Partnership Agreement. (c) The Purchased Series A Preferred Units and the limited partner interests represented thereby and the Warrants will be duly authorized by the Partnership pursuant to the Partnership Agreement prior to the Closing and, when issued and delivered to the Purchasers against payment therefor in accordance with the terms of this Agreement, will be validly issued, fully paid (to the extent required by the Partnership Agreement) and nonassessable non-assessable (except as such nonassessability may be affected by matters described in Sections 17-303, 17-607 and or 17-804 of the Delaware LP Act) and will be free of any and all Liens and restrictions on transferabilitytransfer, other than (i) restrictions on transferability transfer under the Partnership Agreement, this Agreement or applicable state and federal securities Laws, (ii) with respect to each Purchaser’s Purchased Series A Preferred Units and the limited partners partner interests represented thereby and Warrantsthereby, such Liens as are created by such Purchaser and (iii) such Liens as arise under the Partnership Agreement or the Delaware LP Act. (d) Except for any such preemptive rights that have been waived, there are no persons Persons entitled to statutory, preemptive or other similar contractual rights to subscribe for the Purchased Units or the WarrantsSeries A Preferred Units; and, except (i) for the Purchased Series A Preferred Units and Warrants to be issued pursuant to this Agreement, and the PIK Units and the Conversion Units to be issued pursuant to the Partnership Agreement, (ii) for awards issued pursuant to an equity incentive plan approved by the Partnership’s long-term incentive plansboard of directors of the General Partner, or (iii) as disclosed in the USAC EPD SEC DocumentsDocuments or to the Purchasers in writing, no options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for, partnership Partnership securities or ownership interests in the Partnership are outstanding. (e) Upon issuance in accordance with this Agreement, Agreement and the Partnership Agreement, and the Warrants, as applicable, the PIK Units, the Conversion Units and the Warrant Exercise Conversion Units will be duly authorized, validly issued, fully paid (to the extent required by the Partnership Agreement) and nonassessable non-assessable (except as such nonassessability may be affected by matters described in Sections 17-303, 17-607 and 17-804 of the Delaware LP Act) and will be free of any and all Liens and restrictions on transfer, other than (i) restrictions on transfer under the Partnership Agreement, this Agreement or applicable state and federal securities Laws, (ii) with respect to each Purchaser’s PIK Units, Conversion Units and Warrant Exercise Conversion Units, such Liens as are created by such Purchaser and (iii) such Liens as arise under the Partnership Agreement or the Delaware LP Act.

Capitalization and Valid Issuance of Units. (a) As of the date hereof, the issued and outstanding limited partner interests of the Partnership consist of 62,194,405 54,250,995 Common Units, the general partner interest (the “GP Interest”) Units and the incentive distribution rights 101,440,000 special voting units (as defined in the Partnership Agreement, the “Incentive Distribution RightsSpecial Voting Units”). All outstanding Common Units, the GP Interest, Incentive Distribution Rights Units and Special Voting Units and the limited partner interests represented thereby have been duly authorized and validly issued in accordance with the Partnership Agreement and are fully paid (to the extent required under the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by matters described in Sections 17-303, 17-607 and 17-804 of the Delaware LP Act). As of the date hereof, there are no, and as of the applicable Closing Date, there will be no, limited partner interests of the Partnership that are senior to or pari passu with, in right of distribution, the Series A Preferred Units. (b) The General Partner is the sole general partner of the Partnership and Partnership, with a non-economic general partner interest in the owner of the GP Interest, the GP Interest Partnership; such general partner interest has been duly authorized and validly issued in accordance with the Partnership Agreement, ; and the General Partner owns the GP Interest such general partner interest free and clear of all Liens, except for restrictions on transferability contained in the Delaware LP Act or the Partnership Agreement. (c) The Purchased Units and the limited partner interests represented thereby and the Warrants will be duly authorized by the Partnership pursuant to the Partnership Agreement prior to the each Closing and, when issued and delivered to the Purchasers against payment therefor in accordance with the terms of this Agreement, will be validly issued, fully paid (to the extent required by the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by matters described in Sections 17-303, 17-607 and 17-804 of the Delaware LP Act) and will be free of any and all Liens and restrictions on transferabilitytransfer, other than (i) restrictions on transferability transfer under the Partnership Agreement, this Agreement or applicable state and federal securities Laws, (ii) with respect to each Purchaser’s Purchased Units and the limited partners interests represented thereby and Warrantsthereby, such Liens as are created by such Purchaser and (iii) such Liens as arise under the Partnership Agreement or the Delaware LP Act. (d) Except for any such preemptive rights that have been waivedwaived or will be waived prior to each Closing, there are no persons entitled to statutory, preemptive or other similar contractual rights to subscribe for the Purchased Units or the WarrantsUnits; and, except (i) for the Purchased Units and Warrants to be issued pursuant to this Agreement, (ii) for awards issued pursuant to the Partnership’s or the General Partner’s long-term incentive plans, plans or (iii) as disclosed in the USAC NEP Execution Date SEC Documents, no options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for, partnership securities or ownership interests in the Partnership are outstanding. (e) Upon issuance in accordance with this Agreement, Agreement and the Partnership Agreement, and the Warrants, as applicable, the PIK Units, the Conversion Units and the Warrant Exercise Conversion Units will be duly authorized, validly issued, fully paid (to the extent required by the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by matters described in Sections 17-303, 17-607 and 17-804 of the Delaware LP Act) and will be free of any and all Liens and restrictions on transfer, other than (i) restrictions on transfer under the Partnership Agreement, this Agreement or applicable state and federal securities Laws, (ii) with respect to each Purchaser’s PIK Units, Conversion Units and Warrant Exercise Conversion Units, such Liens as are created by such Purchaser and (iii) such Liens as arise under the Partnership Agreement or the Delaware LP Act.. 11 Active.21674869.11

Capitalization and Valid Issuance of Units. (a) As of the date hereof, and immediately prior to the issuance and sale of the Purchased Units, the issued and outstanding limited partner interests of the Partnership consist of 62,194,405 33,227,268 Common Units, the general partner interest (the “GP Interest”) 6,561,681 Series A Preferred Units and the incentive distribution rights (as defined in the Partnership Agreement, the “Incentive Distribution Rights”). All outstanding Common Units, the GP InterestSeries A Preferred Units, Incentive Distribution Rights and the limited partner interests represented thereby have been duly authorized and validly issued in accordance with the Partnership Agreement and are fully paid (to the extent required under the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by matters described in Sections 17-303, 17-607 and 17-804 of the Delaware LP Act). As of the date hereof, there are no, and as of the Closing Date, there will be no, limited partner interests of the Partnership that are senior to or pari passu with, in right of distribution, the Series A Preferred Units. (b) The General Partner is the sole holds a 1.997% general partner of interest in the Partnership and the owner of the GP Interest, the GP Interest Partnership; such general partner interest has been duly authorized and validly issued in accordance with the Partnership Agreement, Agreement and the General Partner owns the GP Interest such interest free and clear of all LiensLiens (except (i) as disclosed in the Partnership SEC Documents, except (ii) for restrictions on transferability contained in Liens created, arising under or securing the Compressco Credit Facility, and (iii) for Liens arising under the Partnership Agreement or the Delaware LP Act or the Partnership AgreementAct). (c) The Purchased Units being purchased by the Purchasers hereunder and the limited partner interests represented thereby and the Warrants will be duly authorized by the Partnership pursuant to the Partnership Agreement prior to the Closing and, when issued and delivered to the Purchasers against payment therefor in accordance with the terms of this Agreement, will be validly issued, fully paid (to the extent required by the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by matters described in Sections 17-303, 17-607 and 17-804 of the Delaware LP Act) and will be free of any and all preemptive or similar rights, taxes, Liens and restrictions on transferabilitytransfer, other than (i) restrictions on transferability transfer under the Partnership Agreement, Agreement or this Agreement or and under applicable state and federal securities Laws, laws and (ii) with respect to each Purchaser’s Purchased Units and the limited partners interests represented thereby and Warrants, such Liens as are created by such Purchaser and (iii) such Liens as arise arising under the Partnership Agreement or the Delaware LP Act. The Purchased Units and the PIK Units shall have the rights and preferences set forth in the Partnership Agreement. (d) Except for any such preemptive rights that have been waivedwaived or as disclosed in the Partnership SEC Documents, there are no persons entitled to statutory, preemptive or other similar contractual rights to subscribe for the Purchased Units or the WarrantsUnits; and, except (i) for the Purchased Units and Warrants the PIK Units to be issued pursuant to this Agreement and the Partnership Agreement, (ii) for awards issued pursuant to the Partnership’s long-term incentive plans, plans or (iii) as disclosed in the USAC Partnership SEC Documents, no options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for, partnership securities or ownership interests in the Partnership are outstanding. (e) Except as disclosed in the Partnership SEC Documents or as otherwise awarded pursuant to the Partnership’s long-term incentive plans, (i) none of the Partnership’s equity interests is subject to preemptive rights or any other similar rights; (ii) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character issued or incurred by the Partnership or any of its Subsidiaries relating to, or securities or rights convertible into, or exercisable or exchangeable for, any equity interests of the Partnership or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Partnership or any of its Subsidiaries is or may become bound to issue additional equity interests of the Partnership or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any equity interests of the Partnership or any of its (iii) there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing indebtedness of the Partnership or any of its Subsidiaries or by which the Partnership or any of its Subsidiaries is or may become bound; (iv) there are no agreements or arrangements under which the Partnership or any of its Subsidiaries is obligated to register the sale of any of their securities under the Securities Act (except pursuant to the Registration Rights Agreement); (v) there are no outstanding securities or instruments of the Partnership or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Partnership or any of its Subsidiaries is or may become bound to redeem a security of the Partnership or any of its Subsidiaries; (vi) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (vii) neither the Partnership nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (viii) the Partnership and its Subsidiaries have no liabilities or obligations required to be disclosed in the Partnership SEC Documents but not so disclosed in the Partnership SEC Documents, other than those incurred in the ordinary course of the Partnership’s or any of its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or would not have a Material Adverse Effect. (f) Upon issuance in accordance with this Agreement, Agreement and the Partnership Agreement, and the Warrants, as applicable, the PIK Units, the Conversion Units and the Warrant Exercise Additional Conversion Units will be duly authorized, validly issued, fully paid (to the extent required by the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by matters described in Sections 17-303, 17-607 and 17-804 of the Delaware LP Act) and will be free of any and all Liens Liens, preemptive or similar rights, taxes and restrictions on transfer, other than (i) restrictions on transfer under the Partnership Agreement, this Agreement or Transaction Documents and under applicable state and federal securities Laws, laws and (ii) with respect to each Purchaser’s PIK Units, Conversion Units and Warrant Exercise Units, such Liens as are created by such Purchaser and (iii) such Liens as arise arising under the Partnership Agreement or the Delaware LP Act.

Capitalization and Valid Issuance of Units. (a) As of the date hereof, and prior to the issuance and sale of the Purchased Units, the issued and outstanding limited partner interests of the Partnership consist of 62,194,405 397,727,624 Common Units, the general partner interest (the “GP Interest”) Units and the incentive distribution rights (as defined in the Partnership Agreement, the “Incentive Distribution Rights”). All outstanding Common Units, the GP Interest, Incentive Distribution Rights and the limited partner interests represented thereby have been duly authorized and validly issued in accordance with the Partnership Agreement and are fully paid (to the extent required under the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by matters described in Sections 17-303, 17-607 and 17-804 of the Delaware LP Act). As of the date hereof, there are no, and as of the Closing Date, there will be no, limited partner interests of the Partnership that are senior to or pari passu with, in right of distribution, the Series A Preferred Units. (b) The General Partner is the sole general partner Through their ownership of the Partnership and the owner equity interests of the GP InterestGeneral Partner, the GP Interest Entities hold a 2.0% general partner interest in the Partnership; such general partner interest has been duly authorized and validly issued in accordance with the Partnership Agreement, Agreement and the General Partner owns the GP Interest such interest free and clear of all LiensLiens (except (i) as disclosed in the Plains SEC Documents, except (ii) for restrictions on transferability contained in Liens created, arising under or securing any of the Credit Facilities, (iii) for Liens arising under the Partnership Agreement or the Delaware LP Act or and (iv) such as would not reasonably be expected to result in a change of control of the Partnership Agreementor reasonably be expected to materially adversely affect the ability of the Plains Entities considered as a whole to conduct their businesses as currently conducted). (c) The Purchased Units being purchased by the Purchasers hereunder and the limited partner interests represented thereby and the Warrants will be duly authorized by the Partnership pursuant to the Partnership Agreement prior to the Closing and, when issued and delivered to the Purchasers against payment therefor in accordance with the terms of this Agreement, will be validly issued, fully paid (to the extent required by the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by matters described in Sections 17-303, 17-607 and 17-804 of the Delaware LP Act) and will be free of any and all Liens and restrictions on transferabilitytransfer, other than (i) restrictions on transferability transfer under the Partnership Agreement, Agreement or this Agreement or and under applicable state and federal securities Lawslaws, (ii) with respect to each Purchaser’s Purchased Units and the limited partners interests represented thereby and Warrants, such Liens as are created by such Purchaser the Purchasers, and (iii) such Liens as arise under the Partnership Agreement or the Delaware LP Act. (d) Except for any such preemptive rights that have been waivedwaived or as disclosed in the Plains SEC Documents, there are no persons entitled to statutory, preemptive or other similar contractual rights to subscribe for the Purchased Units or the WarrantsUnits; and, except (i) for the Purchased Units and Warrants to be issued pursuant to this Agreement, (ii) for awards issued pursuant to the Partnership’s long-term incentive plans, plans or (iii) as disclosed in the USAC Plains SEC Documents, no options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for, partnership securities or ownership interests in the Partnership are outstanding. (e) Upon issuance in accordance with this Agreement, Agreement and the Partnership Agreement, and the Warrants, as applicable, the PIK Units, the Conversion Units and the Warrant Exercise Additional Conversion Units will be duly authorized, validly issued, fully paid (to the extent required by the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by matters described in Sections 17-303, 17-607 and 17-804 of the Delaware LP Act) and will be free of any and all Liens and restrictions on transfer, other than (i) restrictions on transfer under the Partnership Agreement, this Agreement or Transaction Documents and under applicable state and federal securities Lawslaws, (ii) with respect to each Purchaser’s PIK Units, Conversion Units and Warrant Exercise Units, such Liens as are created by such Purchaser the Purchasers, and (iii) such Liens as arise under the Partnership Agreement or the Delaware LP Act.

Capitalization and Valid Issuance of Units. (a) As of the date hereofJune 22, 2018, the issued and outstanding limited partner interests of the Partnership consist of 62,194,405 93,183,445 Common Units, the general partner interest (the “GP Interest”) 9,060,000 Series A Preferred Units, 15,400,000 Series B Preferred Units and 6,900,000 Series C Preferred Units, and the incentive distribution rights (as defined in the Partnership Agreement, the “Incentive Distribution Rights”). All outstanding Common Units, the GP InterestNS Preferred Units, Incentive Distribution Rights and the limited partner interests represented thereby have been were duly authorized and validly issued in accordance with the Partnership Agreement and are fully paid (to the extent required under the Partnership Agreement) and nonassessable non-assessable (except as such nonassessability non-assessability may be affected by Sections 17-303, 17-607 and 17-804 of the Delaware LP Act). As of the date hereof, there are no, and as of the Initial Closing Date, there will be no, limited partner interests of the Partnership that are senior to or pari passu withto, in right of distributiondistribution or liquidation, the Series A D Preferred Units. (b) The General Partner NSH is the sole member of NuStar GP and owns 100% of the issued and outstanding membership interests in NuStar GP; such membership interests have been duly authorized and validly issued in accordance with the NuStar GP LLC Agreement, and are fully paid (to the extent required under the NuStar GP LLC Agreement) and non-assessable (except as such nonassessability may be affected by matters described in Sections 18-607 and 18-804 of the Delaware LLC Act); and NSH owns such membership interests free and clear of all Liens. (c) NuStar GP is the sole general partner of the Partnership and General Partner with a 0.1% general partner interest in the owner of the GP Interest, the GP Interest General Partner; such general partner interest has been duly authorized and validly issued in accordance with the GP Partnership Agreement; and NuStar GP owns such general partner interest free and clear of all Liens. (d) Riverwalk Holdings is the sole limited partner of the General Partner with a 99.9% limited partner interest in the General Partner; such limited partner interest has been duly authorized and validly issued in accordance with the GP Partnership Agreement and is fully paid (to the extent required under the GP Partnership Agreement) and non-assessable (except as such nonassessability may be affected by matters described in Sections 17-303, 17-607 and 17-804 of the Delaware LP Act); and the Riverwalk Holdings owns such limited partner interest free and clear of all Liens. (e) As of the date hereof, the General Partner is the sole general partner of the Partnership with a 2% general partner interest and 100% of the Incentive Distribution Rights in the Partnership; such general partner interest and Incentive Distribution Rights have been duly authorized and validly issued in accordance with the Partnership Agreement and, in the case of the Incentive Distribution Rights, are fully paid (to the extent required under the Partnership Agreement) and non-assessable (except as such nonassessability may be affected by matters described in Sections 17-303, 17-607 and 17-804 of the Delaware LP Act); and the General Partner owns such general partner interest and Incentive Distribution Rights, in each case, free and clear of all Liens. (f) As of the date hereof, (i) Riverwalk Holdings and NuStar GP, each a direct wholly owned subsidiary of NSH, own 10,213,894 and 732 Common Units, respectively; and (ii) Riverwalk Holdings and NuStar GP Interest own such limited partner interests free and clear of all Liens, except for restrictions on transferability contained Liens arising under or in connection with the Delaware LP Act or the Partnership Revolving Credit Agreement. (cg) The Purchased Series D Preferred Units and the limited partner interests represented thereby and the Warrants will be duly authorized by the Partnership pursuant to the Partnership Agreement prior to the Initial Closing and, when issued and delivered to the Purchasers against payment therefor in accordance with the terms of this Agreement, will be validly issued, fully paid (to the extent required by the Partnership Agreement) and nonassessable non-assessable (except as such nonassessability may be affected by matters described in Sections 17-303, 17-607 and 17-804 of the Delaware LP Act) and will be free of any and all Liens and restrictions on transferabilitytransfer, other than (i) restrictions on transferability transfer under the Partnership Agreement, this Agreement or applicable state and federal securities Laws, (ii) with respect to each Purchaser’s Purchased Series D Preferred Units and the limited partners partner interests represented thereby and Warrantsthereby, such Liens as are created by such Purchaser and (iii) such Liens as arise under the Partnership Agreement or the Delaware LP Act. (dh) Except for any such preemptive rights that have been waived, there are no persons entitled to statutory, preemptive or other similar contractual rights to subscribe for the Purchased Units or the WarrantsSeries D Preferred Units; and, except (i) for the Purchased Series D Preferred Units and Warrants to be issued pursuant to this Agreement, and the PIK Units and the Conversion Units to be issued pursuant to the Partnership Agreement, (ii) for awards issued pursuant to an equity incentive plan approved by the Partnership’s long-term incentive plansboard of directors of NuStar GP, or (iii) as disclosed in the USAC NS SEC DocumentsDocuments or to the Purchasers in writing, no options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for, partnership Partnership securities or ownership interests in the Partnership are outstanding. (ei) Upon issuance in accordance with this Agreement, Agreement and the Partnership Agreement, and the Warrants, as applicable, the PIK Units, the Conversion Units and the Warrant Exercise Conversion Units will be duly authorized, validly issued, fully paid (to the extent required by the Partnership Agreement) and nonassessable non-assessable (except as such nonassessability may be affected by matters described in Sections 17-303, 17-607 and 17-804 of the Delaware LP Act) and will be free of any and all Liens and restrictions on transfer, other than (i) restrictions on transfer under the Partnership Agreement, this Agreement or applicable state and federal securities Laws, (ii) with respect to each Purchaser’s PIK Units, Conversion Units and Warrant Exercise Conversion Units, such Liens as are created by such Purchaser and (iii) such Liens as arise under the Partnership Agreement or the Delaware LP Act.

Capitalization and Valid Issuance of Units. (a) As of the date hereof, and immediately prior to the issuance and sale of the Purchased Units, the issued and outstanding limited partner interests of the Partnership consist of 62,194,405 38,288,857 Common Units, the general partner interest (the “GP Interest”) Units and the incentive distribution rights (as defined in the Partnership Agreement, the “Incentive Distribution Rights”). All outstanding Common Units, the GP Interest, Incentive Distribution Rights and the limited partner interests represented thereby have been duly authorized and validly issued in accordance with the Partnership Agreement and are fully paid (to the extent required under the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by matters described in Sections 17-303, 17-607 and 17-804 of the Delaware LP Act). As of the date hereof, there are no, and as of the Closing Date, there will be no, limited partner interests of the Partnership that are senior to or pari passu with, in right of distribution, the Series A Preferred Units. (b) The General Partner is the sole holds a 1.04% general partner of interest in the Partnership and the owner of the GP Interest, the GP Interest Partnership; such general partner interest has been duly authorized and validly issued in accordance with the Partnership AgreementAgreement and, and after giving effect to the Refinancing, the General Partner owns the GP Interest such interest free and clear of all LiensLiens (except (i) as disclosed in the Partnership SEC Documents, except (ii) for restrictions on transferability contained in Liens arising under the Partnership Agreement or the Delaware LP Act or and (iii) Liens arising under the Partnership AgreementNew Indenture. (c) The Purchased Units being purchased by the Purchasers hereunder and the limited partner interests represented thereby and the Warrants will be duly authorized by the Partnership pursuant to the Partnership Agreement prior to the Closing and, when issued and delivered to the Purchasers against payment therefor in accordance with the terms of this Agreement, will be validly issued, fully paid (to the extent required by the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by matters described in Sections 17-303, 17-607 and 17-804 of the Delaware LP Act) and and, after giving effect to the Refinancing, will be free of any and all preemptive or similar rights, taxes, Liens and restrictions on transferabilitytransfer, other than (i) restrictions on transferability transfer under the Partnership Agreement, this Agreement or Transaction Documents and under applicable state and federal securities Laws, laws and (ii) with respect to each Purchaser’s Purchased Units and the limited partners interests represented thereby and Warrants, such Liens as are created by such Purchaser and (iii) such Liens as arise arising under the Partnership Agreement or the Delaware LP Act. The Purchased Units shall have the rights and preferences set forth in the Partnership Agreement. (d) Except for any such the preemptive rights that have been waivedof the General Partner set forth in the Partnership Agreement which are being waived in connection with the issuance of the Purchased Units, there are no persons entitled to statutory, preemptive or other similar contractual rights to subscribe for the Purchased Units or the WarrantsUnits; and, except (i) for the Purchased Units and Warrants to be issued pursuant to this Agreement and the Partnership Agreement, (ii) for awards issued pursuant to the Partnership’s long-term incentive plans, plans or (iii) as disclosed in the USAC Partnership SEC Documents, no options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for, partnership securities or ownership interests in the Partnership are outstanding. (e) Except as disclosed in the Partnership SEC Documents or Transaction Documents or as otherwise awarded pursuant to the Partnership’s long-term incentive plans, (i) none of the Partnership’s equity interests is subject to preemptive rights or any other similar rights; (ii) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character issued or incurred by the Partnership or any of its Subsidiaries relating to, or securities or rights convertible into, or exercisable or exchangeable for, any equity interests of the Partnership or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Partnership or any of its Subsidiaries is or may become bound to issue additional equity interests of the Partnership or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any equity interests of the Partnership or any of its Subsidiaries; (iii) there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing indebtedness of the Partnership or any of its Subsidiaries or by which the Partnership or any of its Subsidiaries is or may become bound; (iv) there are no agreements or arrangements under which the Partnership or any of its Subsidiaries is obligated to register the sale of any of their securities under the Securities Act; (v) there are no outstanding securities or instruments of the Partnership or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Partnership or any of its Subsidiaries is or may become bound to redeem a security of the Partnership or any of its Subsidiaries; (vi) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities or the consummation of the Rights Offering; (vii) neither the Partnership nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (viii) the Partnership and its Subsidiaries have no liabilities or obligations required to be disclosed in the Partnership SEC Documents but not so disclosed in the Partnership SEC Documents, other than those incurred in the ordinary course of the Partnership’s or any of its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or would not have a Material Adverse Effect. (f) Upon issuance in accordance with this Agreement, Agreement and the Partnership Agreement, and the Warrants, as applicable, the PIK Units, the Conversion Units and the Warrant Exercise Units will be duly authorized, validly issued, fully paid (to the extent required by the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by matters described in Sections 17-303, 17-607 and 17-804 of the Delaware LP Act) and will be free of any and all Liens Liens, preemptive or similar rights, taxes and restrictions on transfer, other than (i) restrictions on transfer under the Partnership Agreement, this Agreement or Transaction Documents and under applicable state and federal securities Laws, laws and (ii) with respect to each Purchaser’s PIK Units, Conversion Units and Warrant Exercise Units, such Liens as are created by such Purchaser and (iii) such Liens as arise arising under the Partnership Agreement or the Delaware LP Act.

Capitalization and Valid Issuance of Units. (ai) As of the date hereof, and immediately prior to the issuance and sale of the Purchased Common Units (in connection with which XXX will also issue Common Units as described in the Contribution Agreement and will issue Series A Preferred Units as described in the Preferred UPA), the issued and outstanding limited partner interests of the Partnership consist of 62,194,405 128,576,965 Common Units, the general partner interest (the “GP Interest”) 11,735,446 Class C Units and the incentive distribution rights (as defined in the Partnership Agreement, the “Incentive Distribution Rights”). All outstanding Common Units, the GP Interest, Class C Units and Incentive Distribution Rights and the limited partner interests represented thereby have been duly authorized and validly issued in accordance with the XXX Partnership Agreement and are fully paid (to the extent required under the XXX Partnership Agreement) and nonassessable (except as such nonassessability may be affected by matters described in Sections 17-303, 17-607 and 17-804 of the Delaware LP Act). As of the date hereof, there are no, and as of the Closing Date, there will be no, limited partner interests of the Partnership that are senior to or pari passu with, in right of distribution, the Series A Preferred Units. (b) The General Partner is the sole general partner of the Partnership and the owner of the GP Interest, the GP Interest has been duly authorized and validly issued in accordance with the Partnership Agreement, and the General Partner owns the GP Interest free and clear of all Liens, except for restrictions on transferability contained in the Delaware LP Act or the Partnership Agreement. (cii) The Purchased Common Units and the limited partner interests represented thereby and the Warrants will be duly authorized by the Partnership XXX pursuant to the XXX Partnership Agreement prior to the Common Unit Purchase Closing and, when issued and delivered to the Purchasers WGP against payment therefor in accordance with the terms of this Agreement, will be validly issued, fully paid (to the extent required by the XXX Partnership Agreement) and nonassessable (except as such nonassessability may be affected by matters described in Sections 17-303, 17-607 and 17-804 of the Delaware LP Act) and will be free of any and all Liens and restrictions on transferabilitytransfer, other than than (i) restrictions on transferability transfer under the XXX Partnership Agreement, this Agreement or applicable state and federal securities Lawslaws, (ii) with respect to each Purchaser’s Purchased Units and the limited partners interests represented thereby and Warrants, such Liens as are created by such Purchaser WGP and (iii) such Liens as arise under the XXX Partnership Agreement or the Delaware LP Act. (diii) Except for any such preemptive rights that have been waived, there are no persons entitled to statutory, preemptive or other similar contractual rights to subscribe for the Purchased Units or the WarrantsCommon Units; and, except (i) for the Purchased Common Units and Warrants to be issued pursuant to this Agreement, Common Units to be issued pursuant to the Contribution Agreement or the Series A Preferred Units to be issued pursuant to the Preferred UPA, (ii) for awards issued pursuant to the PartnershipWES’s long-term incentive plans, or (iii) as set forth in the Second A&R LPA, or (iv) disclosed in the USAC XXX SEC Documents, no options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for, partnership securities or ownership interests in the Partnership XXX are outstanding. (e) Upon issuance in accordance with this Agreement, the Partnership Agreement, and the Warrants, as applicable, the PIK Units, the Conversion Units and the Warrant Exercise Units will be duly authorized, validly issued, fully paid (to the extent required by the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by Sections 17-303, 17-607 and 17-804 of the Delaware LP Act) and will be free of any and all Liens and restrictions on transfer, other than (i) restrictions on transfer under the Partnership Agreement, this Agreement or applicable state and federal securities Laws, (ii) with respect to each Purchaser’s PIK Units, Conversion Units and Warrant Exercise Units, such Liens as are created by such Purchaser and (iii) such Liens as arise under the Partnership Agreement or the Delaware LP Act.

Capitalization and Valid Issuance of Units. (a) As of the date hereof, and immediately prior to the issuance and sale of the Purchased Units, the issued and outstanding limited partner interests of the Partnership consist of 62,194,405 33,227,268 Common Units, the general partner interest (the “GP Interest”) 6,561,681 Series A Preferred Units and the incentive distribution rights (as defined in the Partnership Agreement, the “Incentive Distribution Rights”). All outstanding Common Units, the GP InterestSeries A Preferred Units, Incentive Distribution Rights and the limited partner interests represented thereby have been duly authorized and validly issued in accordance with the Partnership Agreement and are fully paid (to the extent required under the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by matters described in Sections 17-303, 17-607 and 17-804 of the Delaware LP Act). As of the date hereof, there are no, and as of the Closing Date, there will be no, limited partner interests of the Partnership that are senior to or pari passu with, in right of distribution, the Series A Preferred Units. (b) The General Partner is the sole holds a 1.997% general partner of interest in the Partnership and the owner of the GP Interest, the GP Interest Partnership; such general partner interest has been duly authorized and validly issued in accordance with the Partnership Agreement, Agreement and the General Partner owns the GP Interest such interest free and clear of all LiensLiens (except (i) as disclosed in the Partnership SEC Documents, except (ii) for restrictions on transferability contained in Liens created, arising under or securing the Compressco Credit Facility, and (iii) for Liens arising under the Partnership Agreement or the Delaware LP Act or the Partnership AgreementAct). (c) The Purchased Units being purchased by the Purchasers hereunder and the limited partner interests represented thereby and the Warrants will be duly authorized by the Partnership pursuant to the Partnership Agreement prior to the Closing and, when issued and delivered to the Purchasers against payment therefor in accordance with the terms of this Agreement, will be validly issued, fully paid (to the extent required by the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by matters described in Sections 17-303, 17-607 and 17-804 of the Delaware LP Act) and will be free of any and all preemptive or similar rights, taxes, Liens and restrictions on transferabilitytransfer, other than (i) restrictions on transferability transfer under the Partnership Agreement, Agreement or this Agreement or and under applicable state and federal securities Laws, laws and (ii) with respect to each Purchaser’s Purchased Units and the limited partners interests represented thereby and Warrants, such Liens as are created by such Purchaser and (iii) such Liens as arise arising under the Partnership Agreement or the Delaware LP Act. The Purchased Units and the PIK Units shall have the rights and preferences set forth in the Partnership Agreement. (d) Except for any such preemptive rights that have been waivedwaived or as disclosed in the Partnership SEC Documents, there are no persons entitled to statutory, preemptive or other similar contractual rights to subscribe for the Purchased Units or the Warrants; Units; and, except (i) for the Purchased Units and Warrants the PIK Units to be issued pursuant to this Agreement and the Partnership Agreement, (ii) for awards issued pursuant to the Partnership’s long-term incentive plans, plans or (iii) as disclosed in the USAC Partnership SEC Documents, no options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for, partnership securities or ownership interests in the Partnership are outstanding. (e) Upon issuance Except as disclosed in accordance with this Agreement, the Partnership Agreement, and the Warrants, SEC Documents or as applicable, the PIK Units, the Conversion Units and the Warrant Exercise Units will be duly authorized, validly issued, fully paid (otherwise awarded pursuant to the extent required Partnership’s long-term incentive plans, (i) none of the Partnership’s equity interests is subject to preemptive rights or any other similar rights; (ii) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character issued or incurred by the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by Sections 17-303or any of its Subsidiaries relating to, 17-607 and 17-804 or securities or rights convertible into, or exercisable or exchangeable for, any equity interests of the Delaware LP Act) and will be free Partnership or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Partnership or any of its Subsidiaries is or may become bound to issue additional equity interests of the Partnership or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any and all Liens and restrictions on transfercharacter whatsoever relating to, other than (i) restrictions on transfer under or securities or rights convertible into, or exercisable or exchangeable for, any equity interests of the Partnership Agreement, this Agreement or applicable state and federal securities Laws, (ii) with respect to each Purchaser’s PIK Units, Conversion Units and Warrant Exercise Units, such Liens as are created by such Purchaser and (iii) such Liens as arise under the Partnership Agreement or the Delaware LP Act.any of its

Capitalization and Valid Issuance of Units. (a) As of the date hereof, and immediately prior to the issuance and sale of the Purchased Units, the issued and outstanding limited partner interests of the Partnership consist of 62,194,405 33,227,268 Common Units, the general partner interest (the “GP Interest”) Units and the incentive distribution rights (as defined in the Partnership Agreement, the “Incentive Distribution Rights”). All outstanding Common Units, the GP Interest, Incentive Distribution Rights and the limited partner interests represented thereby have been duly authorized and validly issued in accordance with the Partnership Agreement and are fully paid (to the extent required under the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by matters described in Sections 17-303, 17-607 and 17-804 of the Delaware LP Act). As of the date hereof, there are no, and as of the Closing Date, there will be no, limited partner interests of the Partnership that are senior to or pari passu with, in right of distribution, the Series A Preferred Units. (b) The General Partner is the sole holds a 1.997% general partner of interest in the Partnership and the owner of the GP Interest, the GP Interest Partnership; such general partner interest has been duly authorized and validly issued in accordance with the Partnership Agreement, Agreement and the General Partner owns the GP Interest such interest free and clear of all LiensLiens (except (i) as disclosed in the Partnership SEC Documents, except (ii) for restrictions on transferability contained in Liens created, arising under or securing the Compressco Credit Facility, and (iii) for Liens arising under the Partnership Agreement or the Delaware LP Act or the Partnership AgreementAct. (c) The Purchased Units being purchased by the Purchasers hereunder and the limited partner interests represented thereby and the Warrants will be duly authorized by the Partnership pursuant to the Partnership Agreement prior to the Closing and, when issued and delivered to the Purchasers against payment therefor in accordance with the terms of this Agreement, will be validly issued, fully paid (to the extent required by the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by matters described in Sections 17-303, 17-607 and 17-804 of the Delaware LP Act) and will be free of any and all preemptive or similar rights, taxes, Liens and restrictions on transferabilitytransfer, other than (i) restrictions on transferability transfer under the Partnership Agreement, Agreement or this Agreement or and under applicable state and federal securities Laws, laws and (ii) with respect to each Purchaser’s Purchased Units and the limited partners interests represented thereby and Warrants, such Liens as are created by such Purchaser and (iii) such Liens as arise arising under the Partnership Agreement or the Delaware LP Act. The Purchased Units and the PIK Units shall have the rights and preferences set forth in the Partnership Agreement. (d) Except for any such preemptive rights that have been waivedwaived or as disclosed in the Partnership SEC Documents, there are no persons entitled to statutory, preemptive or other similar contractual rights to subscribe for the Purchased Units or the WarrantsUnits; and, except (i) for the Purchased Units and Warrants the PIK Units to be issued pursuant to this Agreement and the Partnership Agreement, (ii) for awards issued pursuant to the Partnership’s long-term incentive plans, plans or (iii) as disclosed in the USAC Partnership SEC Documents, no options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for, partnership securities or ownership interests in the Partnership are outstanding. (e) Upon issuance Except as disclosed in accordance with this Agreement, the Partnership Agreement, and the Warrants, SEC Documents or as applicable, the PIK Units, the Conversion Units and the Warrant Exercise Units will be duly authorized, validly issued, fully paid (otherwise awarded pursuant to the extent required Partnership’s long-term incentive plans, (i) none of the Partnership’s equity interests is subject to preemptive rights or any other similar rights; (ii) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character issued or incurred by the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by Sections 17-303or any of its Subsidiaries relating to, 17-607 and 17-804 or securities or rights convertible into, or exercisable or exchangeable for, any equity interests of the Delaware LP Act) and will be free Partnership or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Partnership or any of its Subsidiaries is or may become bound to issue additional equity interests of the Partnership or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any and all Liens and restrictions on transfercharacter whatsoever relating to, other than (i) restrictions on transfer under or securities or rights convertible into, or exercisable or exchangeable for, any equity interests of the Partnership Agreement, this Agreement or applicable state and federal securities Laws, (ii) with respect to each Purchaser’s PIK Units, Conversion Units and Warrant Exercise Units, such Liens as are created by such Purchaser and any of its Subsidiaries; (iii) such Liens as arise there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing indebtedness of the Partnership or any of its Subsidiaries or by which the Partnership or any of its Subsidiaries is or may become bound; (iv) there are no agreements or arrangements under which the Partnership or any of its Subsidiaries is obligated to register the sale of any of their securities under the Securities Act (except pursuant to the Registration Rights Agreement); (v) there are no outstanding securities or instruments of the Partnership Agreement or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Delaware LP Act.Partnership or any of its Subsidiaries is or may become bound to redeem a security of the Partnership or any of its Subsidiaries;

Capitalization and Valid Issuance of Units. (a) As of the date hereof, and immediately prior to the issuance and sale of the Purchased Units, the issued and outstanding limited partner interests of the Partnership consist of 62,194,405 331,281,560 Common Units, the general partner interest (the “GP Interest”) 28,554,313 Class A Units, 7,981,756 Class B Units and the incentive distribution rights (as defined in the Partnership Agreement, the “Incentive Distribution Rights”). All outstanding Common Units, the GP InterestClass A Units, Class B Units, Incentive Distribution Rights and the limited partner interests represented thereby have been duly authorized and validly issued in accordance with the Partnership Agreement and are fully paid (to the extent required under the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by matters described in Sections 17-303, 17-607 and 17-804 of the Delaware LP Act). As of the date hereof, there are no, and as of the Closing Date, there will be no, limited partner interests of the Partnership that are senior to or pari passu with, in right of distribution, the Series A Preferred Units. (b) The General Partner is the sole general partner of the Partnership and Partnership, with a 2.0% general partner interest in the owner of the GP Interest, the GP Interest Partnership; such general partner interest has been duly authorized and validly issued in accordance with the Partnership Agreement, ; and the General Partner owns the GP Interest such general partner interest free and clear of all Liens, except for restrictions on transferability contained in the Delaware LP Act or the Partnership Agreement. (c) The Purchased Units and the limited partner interests represented thereby and the Warrants will be duly authorized by the Partnership pursuant to the Partnership Agreement prior to the Closing and, when issued and delivered to the Purchasers against payment therefor in accordance with the terms of this Agreement, will be validly issued, fully paid (to the extent required by the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by Sections 17-303, 17-607 and 17-804 of the Delaware LP Act) and will be free of any and all Liens and restrictions on transferability, other than (i) restrictions on transferability under the Partnership Agreement, this Agreement or applicable state and federal securities Laws, (ii) with respect to each Purchaser’s Purchased Units and the limited partners interests represented thereby and Warrants, such Liens as are created by such Purchaser and (iii) such Liens as arise under the Partnership Agreement or the Delaware LP Act. (d) Except for any such preemptive rights that have been waived, there are no persons entitled to statutory, preemptive or other similar contractual rights to subscribe for the Purchased Units or the Warrants; and, except (i) for the Purchased Units and Warrants to be issued pursuant to this Agreement, (ii) for awards issued pursuant to the Partnership’s long-term incentive plans, or (iii) as disclosed matters described in the USAC SEC Documents, no options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for, partnership securities or ownership interests in the Partnership are outstanding. (e) Upon issuance in accordance with this Agreement, the Partnership Agreement, and the Warrants, as applicable, the PIK Units, the Conversion Units and the Warrant Exercise Units will be duly authorized, validly issued, fully paid (to the extent required by the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by Sections 17-303, 17-607 and 17-804 of the Delaware LP Act) and will be free of any and all Liens and restrictions on transfer, other than (i) restrictions on transfer under the Partnership Agreement, this Agreement or applicable state and federal securities Laws, (ii) with respect to each Purchaser’s PIK Units, Conversion Units and Warrant Exercise Units, such Liens as are created by such Purchaser the Purchasers and (iii) such Liens as arise under the Partnership Agreement or the Delaware LP Act. (d) Except for any such preemptive rights that have been waived or set forth in the Partnership Agreement, there are no persons entitled to statutory, preemptive or other similar contractual rights to subscribe for the Purchased Units; and, except (i) for the Purchased Units to be issued pursuant to this Agreement, (ii) for awards issued pursuant to the Partnership’s long-term incentive plans, (iii) as disclosed in the MPLX SEC Documents or (iv) the General Partner’s right to maintain its 2% general partnership interest in the Partnership, no options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for, partnership securities or ownership interests in the Partnership are outstanding. (e) Upon issuance in accordance with this Agreement and the Partnership Agreement, the Conversion Units will be duly authorized, validly issued, fully paid (to the extent required by the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by matters described in Sections 17-303, 17-607 and 17-804 of the Delaware LP Act) and will be free of any and all Liens and restrictions on transfer, other than (i) restrictions on transfer under the Transaction Documents or applicable state and federal securities Laws, (ii) such Liens as are created by the Purchasers and (iii) such Liens as arise under the Partnership Agreement or the Delaware LP Act. (f) The Partnership Agreement sets forth the rights, preferences and priorities of the Purchased Units, and the holders of the Purchased Units will have the rights set forth in the Partnership Agreement upon the Closing.

Capitalization and Valid Issuance of Units. (a) As of the date hereof, the issued and outstanding limited partner interests of the Partnership consist of 62,194,405 45,722,371 Common Units, 31,972,789 subordinated units (as defined in the general partner interest (Partnership Agreement, the “GP InterestSubordinated Units”) and the incentive distribution rights (as defined in the Partnership Agreement, the “Incentive Distribution Rights”). All outstanding Common Units, the GP InterestSubordinated Units, Incentive Distribution Rights and the limited partner interests represented thereby have been duly authorized and validly issued in accordance with the Partnership Agreement and are fully paid (to the extent required under the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by matters described in Sections 17-303, 17-607 and 17-804 of the Delaware LP Act). As of the date hereof, there are no, and as of the Closing Date, there will be no, limited partner interests of the Partnership that are senior to or pari passu with, in right of distribution, the Series A Preferred Units. (b) The General Partner is the sole general partner of the Partnership and Partnership, with a non-economic general partner interest in the owner of the GP Interest, the GP Interest Partnership; such general partner interest has been duly authorized and validly issued in accordance with the Partnership Agreement, ; and the General Partner owns the GP Interest such general partner interest free and clear of all Liens, except for restrictions on transferability contained in the Delaware LP Act or the Partnership Agreement. (c) The Purchased Units and the limited partner interests represented thereby and the Warrants will be duly authorized by the Partnership pursuant to the Partnership Agreement prior to the Closing and, when issued and delivered to the Purchasers against payment therefor in accordance with the terms of this Agreement, will be validly issued, fully paid (to the extent required by the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by matters described in Sections 17-303, 17-607 and 17-804 of the Delaware LP Act) and will be free of any and all Liens and restrictions on transferabilitytransfer, other than (i) restrictions on transferability transfer under the Partnership Agreement, this Agreement or applicable state and federal securities Laws, (ii) with respect to each Purchaser’s Purchased Units and the limited partners interests represented thereby and Warrantsthereby, such Liens as are created by such Purchaser and (iii) such Liens as arise under the Partnership Agreement or the Delaware LP Act. (d) Except for any such preemptive rights that have been waived, there are no persons entitled to statutory, preemptive or other similar contractual rights to subscribe for the Purchased Units or the WarrantsUnits; and, except (i) for the Purchased Units and Warrants to be issued pursuant to this Agreement, (ii) for awards issued pursuant to the Partnership’s long-term incentive plans, plans or (iii) as disclosed in the USAC DM SEC Documents, no options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for, partnership securities or ownership interests in the Partnership are outstanding. (e) Upon issuance in accordance with this Agreement, Agreement and the Partnership Agreement, and the Warrants, as applicable, the PIK Units, the Conversion Units and the Warrant Exercise Conversion Units will be duly authorized, validly issued, fully paid (to the extent required by the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by matters described in Sections 17-303, 17-607 and 17-804 of the Delaware LP Act) and will be free of any and all Liens and restrictions on transfer, other than (i) restrictions on transfer under the Partnership Agreement, this Agreement or applicable state and federal securities Laws, (ii) with respect to each Purchaser’s PIK Units, Conversion Units and Warrant Exercise Conversion Units, such Liens as are created by such Purchaser and (iii) such Liens as arise under the Partnership Agreement or the Delaware LP Act.

Capitalization and Valid Issuance of Units. (a) As of the date hereof, the issued and outstanding limited partner interests of the Partnership consist of 62,194,405 103,398,042 Common Units, 95,388,424 subordinated units representing limited partner interests in the general partner interest Partnership (the “GP InterestSubordinated Units”) and the incentive distribution rights (as defined 26,363 Series A preferred units representing limited partner interests in the Partnership Agreement(the “Series A Preferred Units”). As of the date hereof, the “Incentive Distribution Rights”)Series A Preferred Units are convertible into 800,017 Common Units and 1,047,810 Subordinated Units, and there are 11,898,873 Common Units remaining available for issuance under the Partnership’s long-term incentive plan, not including any Common Units subject to performance unit awards under the Partnership’s long-term incentive plan. All outstanding Common Units, the GP InterestSubordinated Units, Incentive Distribution Rights Series A Preferred Units and the limited partner interests represented thereby have been duly authorized and validly issued in accordance with the Partnership Agreement and are fully paid (to the extent required under the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by matters described in Sections 17-303, 17-607 and 17-804 of the Delaware LP Act). As of the date hereof, other than the outstanding Series A Preferred Units, there are no, and as of the Closing Date, there will be no, limited partner interests of the Partnership that are senior to or pari passu with, in right of distribution, the Series A B Preferred Units. (b) The General Partner is the sole general partner of the Partnership and Partnership, with a non-economic general partner interest in the owner of the GP Interest, the GP Interest Partnership; such general partner interest has been duly authorized and validly issued in accordance with the Partnership Agreement, ; and the General Partner owns the GP Interest such general partner interest free and clear of all Liens, except for restrictions on transferability contained in the Partnership Agreement or the Delaware LP Act or the Partnership AgreementAct. (c) The Purchased Units and the limited partner interests represented thereby and the Warrants will be duly authorized by the Partnership pursuant to the Partnership Agreement prior to the Closing and, when issued and delivered to the Purchasers Purchaser against payment therefor in accordance with the terms of this Agreement, will be validly issued, fully paid (to the extent required by the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by Sections 17-303, 17-607 and 17-804 of the Delaware LP Act) and will be free of any and all Liens and restrictions on transferability, other than (i) restrictions on transferability under the Partnership Agreement, this Agreement or applicable state and federal securities Laws, (ii) with respect to each Purchaser’s Purchased Units and the limited partners interests represented thereby and Warrants, such Liens as are created by such Purchaser and (iii) such Liens as arise under the Partnership Agreement or the Delaware LP Act. (d) Except for any such preemptive rights that have been waived, there are no persons entitled to statutory, preemptive or other similar contractual rights to subscribe for the Purchased Units or the Warrants; and, except (i) for the Purchased Units and Warrants to be issued pursuant to this Agreement, (ii) for awards issued pursuant to the Partnership’s long-term incentive plans, or (iii) as disclosed matters described in the USAC SEC Documents, no options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for, partnership securities or ownership interests in the Partnership are outstanding. (e) Upon issuance in accordance with this Agreement, the Partnership Agreement, and the Warrants, as applicable, the PIK Units, the Conversion Units and the Warrant Exercise Units will be duly authorized, validly issued, fully paid (to the extent required by the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by Sections 17-303, 17-607 and 17-804 of the Delaware LP Act) and will be free of any and all Liens and restrictions on transfer, other than (i) restrictions on transfer under the Partnership Agreement, this Agreement or applicable state and federal securities Laws, (ii) with respect to each the Purchaser’s PIK Units, Conversion Purchased Units and Warrant Exercise Unitsthe limited partner interests represented thereby, such Liens as are created by such the Purchaser and (iii) such Liens as arise under the Partnership Agreement or the Delaware LP Act. (d) There are no persons entitled to statutory, preemptive or other similar contractual rights to subscribe for the Purchased Units or any other securities of the Partnership; and, except (i) for the Purchased Units to be issued pursuant to this Agreement, (ii) for awards issued pursuant to the Partnership’s long-term incentive plans or (iii) as disclosed in the BSM SEC Documents, no options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for, partnership securities or ownership interests in the Partnership are outstanding. (e) Upon issuance in accordance with this Agreement and the Partnership Agreement, the PIK Units and the Conversion Units will be duly authorized, validly issued, fully paid (to the extent required by the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by matters described in Sections 17-303, 17-607 and 17-804 of the Delaware LP Act) and will be free of any and all Liens and restrictions on transfer, other than (i) restrictions on transfer under the Partnership Agreement, this Agreement or applicable state and federal securities Laws, (ii) with respect to the Purchaser’s PIK Units and Conversion Units, such Liens as are created by the Purchaser and (iii) such Liens as arise under the Partnership Agreement or the Delaware LP Act.

Capitalization and Valid Issuance of Units. (a) As of the date hereof, the issued and outstanding limited partner interests of the Partnership consist of 62,194,405 45,722,371 Common Units, 31,972,789 subordinated units (as defined in the general partner interest (Partnership Agreement, the “GP InterestSubordinated Units”) and the incentive distribution rights (as defined in the Partnership Agreement, the “Incentive Distribution Rights”). All outstanding Common Units, the GP InterestSubordinated Units, Incentive Distribution Rights and the limited partner interests represented thereby have been duly authorized and validly issued in accordance with the Partnership Agreement and are fully paid (to the extent required under the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by matters described in Sections 17-303, 17-607 and 17-804 of the Delaware LP Act). As of the date hereof, there are no, and as of the Closing Date, there will be no, limited partner interests of the Partnership that are senior to or pari passu with, in right of distribution, the Series A Preferred Units. (b) The General Partner is the sole general partner of the Partnership and Partnership, with a non-economic general partner interest in the owner of the GP Interest, the GP Interest Partnership; such general partner interest has been duly authorized and validly issued in accordance with the Partnership Agreement, Agreement; and the General Partner owns the GP Interest such general partner interest free and clear of all Liens, except for restrictions on transferability contained in the Delaware LP Act or the Partnership Agreement. (c) The Purchased Units and the limited partner interests represented thereby and the Warrants will be duly authorized by the Partnership pursuant to the Partnership Agreement prior to the Closing and, when issued and delivered to the Purchasers against payment therefor in accordance with the terms of this Agreement, will be validly issued, fully paid (to the extent required by the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by matters described in Sections 17-303, 17-607 and 17-804 of the Delaware LP Act) and will be free of any and all Liens and restrictions on transferabilitytransfer, other than (i) restrictions on transferability transfer under the Partnership Agreement, this Agreement or applicable state and federal securities Laws, (ii) with respect to each Purchaser’s Purchased Units and the limited partners interests represented thereby and Warrantsthereby, such Liens as are created by such Purchaser and (iii) such Liens as arise under the Partnership Agreement or the Delaware LP Act. (d) Except for any such preemptive rights that have been waived, there are no persons entitled to statutory, preemptive or other similar contractual rights to subscribe for the Purchased Units or the Warrants; Units; and, except (i) for the Purchased Units and Warrants to be issued pursuant to this Agreement, (ii) for awards issued pursuant to the Partnership’s long-term incentive plans, plans or (iii) as disclosed in the USAC DM SEC Documents, no options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for, partnership securities or ownership interests in the Partnership are outstanding. (e) Upon issuance in accordance with this Agreement, Agreement and the Partnership Agreement, and the Warrants, as applicable, the PIK Units, the Conversion Units and the Warrant Exercise Conversion Units will be duly authorized, validly issued, fully paid (to the extent required by the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by matters described in Sections 17-303, 17-607 and 17-804 of the Delaware LP Act) and will be free of any and all Liens and restrictions on transfer, other than (i) restrictions on transfer under the Partnership Agreement, this Agreement or applicable state and federal securities Laws, (ii) with respect to each Purchaser’s PIK Units, Conversion Units and Warrant Exercise Conversion Units, such Liens as are created by such Purchaser and (iii) such Liens as arise under the Partnership Agreement or the Delaware LP Act.