Exhibit 2.1

Execution Version

CONTRIBUTION AGREEMENT

BY AND AMONG

ENERGY TRANSFER PARTNERS, L.P.,

ENERGY TRANSFER PARTNERS GP, L.P.

AND

ETC COMPRESSION, LLC,

AS CONTRIBUTOR PARTIES,

AND

USA COMPRESSION PARTNERS, LP,

AS ACQUIROR,

AND

SOLELY FOR PURPOSES OF SECTION 5.18(b), SECTION 10.1 AND SECTION 10.5,
ENERGY TRANSFER EQUITY, L.P.

TABLE OF CONTENTS

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EXHIBITS

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CONTRIBUTION AGREEMENT

This CONTRIBUTION AGREEMENT (this “Agreement”) dated as of January 15, 2018 (the “Execution Date”), is entered into by and among Energy Transfer Partners, L.P., a Delaware limited partnership (“ETP”), Energy Transfer Partners GP, L.P., a Delaware limited partnership and the general partner of ETP (“ETP GP”), ETC Compression, LLC, a Delaware limited liability company (“Contributor”), and USA Compression Partners, LP, a Delaware limited partnership (“Acquiror”), and, solely for purposes of Section 5.18(b), Section 10.1 and Section 10.5, Energy Transfer Equity, L.P., a Delaware limited partnership and indirect owner of ETP GP (“ETE”). ETP, ETP GP and Contributor are sometimes referred to individually in this Agreement as a “Contributor Party” and are sometimes collectively referred to in this Agreement as the “Contributor Parties.”

WHEREAS, ETP indirectly owns 100% of the membership interests in Contributor;

WHEREAS, Contributor owns, among other things, all of the outstanding limited liability company interests (the “Subject Interests”) in, and is the sole member of, CDM Resource Management LLC, a Delaware limited liability company (“CDM Resource”), and CDM Environmental & Technical Services LLC, a Delaware limited liability company (“CDM Environmental” and, together with CDM Resource, the “Compression Group Entities” and, each, a “Compression Group Entity”);

WHEREAS, Contributor desires to contribute, assign, transfer and deliver to Acquiror, and Acquiror desires to accept and acquire from Contributor, the Subject Interests, and in exchange Acquiror desires to issue and deliver to ETP the Equity Consideration (as defined below) and pay the Base Cash Consideration (as defined below), as applicable, on the terms and subject to the conditions set forth in this Agreement (the “Contribution”), including the consummation of the GP Acquisition (as defined below) and the Acquiror IDR/GP Restructuring (as defined below); and

WHEREAS, concurrently with the execution of this Agreement, ETE has entered into (i) that certain Purchase Agreement, dated as of the date hereof (the “GP Purchase Agreement”), by and among ETE, Energy Transfer Partners, L.L.C., a Delaware limited liability company (together with ETE, the “Purchasers”), USA Compression Holdings, LLC, a Delaware limited liability company (“USAC Holdings”), solely for certain purposes therein, R/C IV USACP Holdings, L.P., a Delaware limited partnership, and, solely for certain purposes therein, ETP, pursuant to which the Purchasers will acquire from USAC Holdings (x) all of the outstanding limited liability company interests in USA Compression GP, LLC, a Delaware limited liability company and the general partner of Acquiror (“Acquiror GP”) and (y) 12,466,912 common units representing limited partner interests in Acquiror (the “Acquiror Common Units”) (such transactions, collectively, the “GP Acquisition”) and (ii) that certain Equity Restructuring Agreement, dated as of the date hereof (the “Restructuring Agreement”), by and among ETE, Acquiror GP and Acquiror, pursuant to which, among other things, immediately following the Closing (as defined below) and subject to the conditions set forth in the Restructuring Agreement, the Acquiror GP Interests (as defined below) will be converted into a non-economic general partner interest and the Acquiror IDRs (as defined below) owned by Acquiror GP will be cancelled, in exchange for 8,000,000 Acquiror Common Units (the “Acquiror IDR/GP Restructuring”).

NOW THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, Acquiror and the Contributor Parties hereby agree as follows:

ARTICLE I

DEFINITIONS AND INTERPRETATION

Section 1.1                                    Definitions.  Unless otherwise provided to the contrary in this Agreement, capitalized terms in this Agreement have the meanings set forth in Exhibit A.

Section 1.2                                    Rules of Interpretation.  Unless expressly provided for elsewhere in this Agreement, this Agreement shall be interpreted in accordance with the following provisions:

(i)                                     the words “this Agreement,” “herein,” “hereby,” “hereunder,” “hereof,” and other equivalent words shall refer to this Agreement as an entirety and not solely to the particular portion, article, section, subsection or other subdivision of this Agreement in which any such word is used;

(ii)                                  the word “including” and its derivatives mean “including without limitation” and are terms of illustration and not of limitation;

(iii)                               all definitions set forth herein shall be deemed applicable whether the words defined are used herein in the singular or in the plural and correlative forms of defined terms shall have corresponding meanings;

(iv)                              the word “or” is not exclusive, and has the inclusive meaning represented by the phrase “and/or”;

(v)                                 a defined term has its defined meaning throughout this Agreement and each Exhibit and Schedule to this Agreement, regardless of whether it appears before or after the place where it is defined;

(vi)                              all references to prices, values or monetary amounts refer to United States dollars;

(vii)                           wherever used herein, any pronoun or pronouns shall be deemed to include both the singular and plural and to cover all genders;

(viii)                        the Transaction Documents have been jointly prepared by the parties thereto, and no Transaction Document shall be construed against any Person as the principal draftsperson hereof or thereof, and no consideration may be given to any fact or presumption that any Party had a greater or lesser hand in drafting any Transaction Document;

(ix)                              the captions of the articles, sections or subsections appearing in this Agreement are inserted only as a matter of convenience and in no way define, limit, construe or describe the scope or extent of such section, or in any way affect this Agreement;

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(x)                                 any references herein to a particular Section, Article, Exhibit or Schedule means a Section or Article of, or an Exhibit or Schedule to, this Agreement unless otherwise expressly stated herein;

(xi)                              the Exhibits and Schedules attached hereto are incorporated herein by reference and shall be considered part of this Agreement;

(xii)                           unless otherwise specified herein, all accounting terms used herein shall be interpreted, and all determinations with respect to accounting matters hereunder shall be made, in accordance with GAAP, applied on a consistent basis;

(xiii)                        all references to days shall mean calendar days unless otherwise provided;

(xiv)                       all references to time shall mean Austin, Texas time;

(xv)                          references to any Person shall include such Person’s successors and permitted assigns; and

(xvi)                       any references to a Person that will be party to a Transaction Document includes any Person that is contemplated hereunder to be party to a Transaction Document.

ARTICLE II

CONTRIBUTION AND EXCHANGE

Section 2.1                                    Contribution of the Subject Interests. Upon the terms and subject to the satisfaction or written waiver of the conditions contained in this Agreement, at the Closing (as defined below), (a) Contributor shall contribute, assign, transfer and deliver to Acquiror, and Acquiror shall accept and acquire from Contributor, all right, title and interest in the Subject Interests and (b) Acquiror shall (i) issue and deliver to ETP (A) 19,191,351 Acquiror Common Units (the “Common Units Consideration”) and (B) 6,397,965 Class B units representing limited partner interests in Acquiror (the “Acquiror Class B Units” and, together with the Common Units Consideration, the “Equity Consideration”) having the rights and obligations specified in the Second Amended and Restated Agreement of Limited Partnership of USA Compression Partners, LP, a form of which is attached hereto as Exhibit B (the “Acquiror Amended Partnership Agreement”) and (ii) distribute or cause to be distributed to ETP $1,225,000,000.00 in immediately available funds (the “Base Cash Consideration” and, together with the Equity Consideration, the “Consideration”). The Consideration shall be issuable or payable, as applicable, by Acquiror to ETP in accordance with Section 2.3(b)(i) and Section 2.3(b)(ii), and the Base Cash Consideration shall be subject to increase or decrease by the Purchase Price Adjustment Amount in accordance with Section 2.4.

Section 2.2                                    Closing. Subject to the prior or concurrent satisfaction or valid waiver of the conditions set forth in Article VI, the closing of the transactions referred to in Section 2.1 (the “Closing”) shall take place (a) at the offices of Latham & Watkins LLP, 811 Main Street, Suite 3700, Houston, Texas 77002, commencing at 10:00 a.m. local time on the day that is two Business Days after the date on which the last of the conditions set forth in Article VI (other than any such conditions which by their terms are not capable of being satisfied until the Closing Date) is satisfied

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or validly waived, provided that if the Marketing Period has not ended at the time of the satisfaction or waiver of the conditions set forth in Article VI (other than those conditions that by their nature or pursuant to the terms of this Agreement are to be satisfied at or immediately prior to the Closing but that remain capable of satisfaction), then, subject to the continued satisfaction or waiver of the conditions set forth in Article VI at such time, the Closing shall occur instead on the second Business Day following the final day of the Marketing Period; provided further that Acquiror may elect to terminate the Marketing Period earlier upon no less than two Business Days’ notice to the Contributor Parties) or (b) at such other place and on such other date or time as the Parties may mutually agree (the date and time on which the Closing takes place, the “Closing Date”).

Section 2.3                                    Deliveries and Actions at Closing.

(a)                                 At the Closing, the Contributor Parties shall deliver, or shall cause to be delivered, the following to Acquiror:

(i)                                     Assignment of Interests. A counterpart of an assignment (the “Assignment of Interests”), a form of which is attached hereto as Exhibit C, evidencing the contribution, assignment, transfer and delivery to Acquiror of the Subject Interests and the admission of Acquiror as the sole member of each of CDM Resource and CDM Environmental, duly executed by Contributor;

(ii)                                  FIRPTA Certificate. A properly executed affidavit prepared in accordance with Treasury Regulations Section 1.1445-2(b) certifying ETP’s non-foreign status;

(iii)                               Closing Certificate. The certificate contemplated by Section 6.2(e);

(iv)                              Required Consents. The consents, approvals and waivers set forth on Schedule 2.3(a)(iv).

(v)                                 Letters of Resignation. Duly executed letters of resignation or evidence of removal, effective as of the Closing, of the Resigning Directors and Officers as are required to be delivered pursuant to Section 5.7;

(vi)                              Transition Services Agreement. A counterpart of a transition services agreement, a form of which is attached hereto as Exhibit D (the “Transition Services Agreement”), duly executed by ETP, CDM Resource and CDM Environmental; and

(vii)                           Registration Rights Agreement. Counterparts of a registration rights agreement, a form of which is attached hereto as Exhibit E (the “Registration Rights Agreement”), duly executed by ETP and any other Affiliate of ETP that holds Acquiror Common Units following the Closing.

(b)                                 At the Closing, Acquiror shall deliver, or shall cause to be delivered, the following to the Contributor Parties:

(i)                                     Equity Consideration. The Acquiror Common Units and Acquiror Class B Units comprising the Equity Consideration in book entry form, in each case free and clear of any Encumbrances, other than restrictions on transfer set forth in the Acquiror Partnership

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Agreement or the applicable requirements of the federal securities laws, and any applicable state or other local securities laws;

(ii)                                  Cash Consideration. Payment to ETP of an amount equal to the Closing Cash Consideration by wire transfer of immediately available funds to an account designated by ETP in writing to Acquiror at least two Business Days prior to the Closing Date;

(iii)                               Assignment of Interests. A counterpart of the Assignment of Interests duly executed by Acquiror;

(iv)                              Closing Certificate. The certificate contemplated by Section 6.3(e);

(v)                                 Required Consents. The consents, approvals and waivers set forth on Schedule 2.3(b)(v);

(vi)                              Transition Services Agreement. A counterpart of the Transition Services Agreement, duly executed by Acquiror;

(vii)                           Registration Rights Agreement. A counterpart of the Registration Rights Agreement, duly executed by Acquiror; and

(viii)                        Amended Partnership Agreement. The Acquiror Amended Partnership Agreement duly executed by the Acquiror GP and effective as of the Closing Date.

Section 2.4                                    Purchase Price Adjustment.

(a)                                 Not later than five Business Days prior to the Closing Date, the Contributor Parties shall prepare in good faith and deliver to Acquiror a preliminary settlement statement (the “Estimated Adjustment Statement”) setting forth (i) an estimated combined balance sheet of the Compression Group Entities as of the Closing Date, which balance sheet will be prepared in accordance with GAAP, applied consistently with the Contributor Parties’ past practices (including its preparation of the Unaudited Financial Statements) (the “Estimated Closing Date Balance Sheet”) based on the most recent financial information of the Compression Group Entities reasonably available to the Contributor Parties and the Contributor Parties’ reasonable estimates with respect to the assets, liabilities and members’ equity of the Compression Group Entities as of the Closing Date, (ii) a calculation of the difference, if any, between the Net Working Capital shown on the Estimated Closing Date Balance Sheet (the “Estimated Net Working Capital”) and the Net Working Capital Threshold, (iii) a calculation of the Debt shown on the Estimated Closing Date Balance Sheet (the “Estimated Closing Date Debt”), (iv) a calculation of the Cash shown on the Estimated Closing Date Balance Sheet (the “Estimated Closing Date Cash Amount”) and (v) a calculation of the estimated Purchase Price Adjustment Amount. Acquiror shall have the right, following Acquiror’s receipt of the Estimated Adjustment Statement, to object thereto by delivering written notice to ETP, on behalf of the Contributor Parties, no later than two Business Days before the Closing Date. To the extent Acquiror timely objects to the Estimated Adjustment Statement (or any component thereof), Acquiror and ETP, on behalf of the Contributor Parties, shall enter into good faith negotiations and attempt to resolve any such objection; provided, however, that if Acquiror and ETP, on behalf of the Contributor Parties, are unable to resolve such objection prior to the Closing Date, then the Contributor Parties’ calculations as reflected in the

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Estimated Adjustment Statement shall control solely for purposes of the payments to be made at Closing. To the extent Acquiror and ETP, on behalf of the Contributor Parties, resolve any such objection prior to the Closing, then the Parties shall jointly agree on a revised Estimated Adjustment Statement that shall control solely for purposes of the payments to be made at the Closing. The estimated Purchase Price Adjustment Amount that controls for purposes of the payments to be made at the Closing is referred to herein as the “Estimated Purchase Price Adjustment Amount.”

(b)                                 Not later than the 120th day following the Closing Date, Acquiror shall prepare and deliver to ETP, on behalf of the Contributor Parties, a statement (the “Final Adjustment Statement”) setting forth (i) the final combined balance sheet of the Compression Group Entities as of the Closing Date, which balance sheet will be prepared in the same manner as the Estimated Closing Date Balance Sheet (the “Final Closing Date Balance Sheet”) based on the most recent financial information of the Compression Group Entities reasonably available to Acquiror, (ii) a calculation of the difference, if any, between the Net Working Capital shown on the Final Closing Date Balance Sheet and Estimated Net Working Capital, (iii) a calculation of the difference, if any, between the Debt shown on the Final Closing Date Balance Sheet and the Estimated Closing Date Debt, (iv) a calculation of the difference, if any, between the Cash shown on the Final Closing Date Balance Sheet and the Estimated Closing Date Cash Amount and (v) the final calculation of the Purchase Price Adjustment Amount. At any time during the 30-day period following receipt of the Final Adjustment Statement (the “Review Period”), ETP, on behalf of the Contributor Parties, may deliver to Acquiror a written report containing any changes that the Contributor Parties propose be made to the Final Adjustment Statement (such written report, an “Objection Notice”). Acquiror shall provide to ETP, on behalf of the Contributor Parties, such documentation and other data, and, during normal business hours and upon reasonable advance notice, access to its officers, employees, agents and other personnel as is reasonably necessary to enable ETP, on behalf of the Contributor Parties, to appropriately review the Final Adjustment Statement during the Review Period. ETP, on behalf of the Contributor Parties, shall be deemed to have waived any rights to object to the Final Adjustment Statement unless ETP, on behalf of the Contributor Parties, delivers an Objection Notice to Acquiror within the Review Period and, if the Review Period expires without ETP, on behalf of the Contributor Parties, so delivering an Objection Notice, then from and after the expiration of the Review Period, the Final Adjustment Statement shall become final and binding for all purposes of this Agreement. If ETP, on behalf of the Contributor Parties, delivers an Objection Notice to Acquiror during the Review Period, then ETP, on behalf of the Contributor Parties, and Acquiror shall enter into good faith negotiations and shall attempt to agree on the amount of the actual Purchase Price Adjustment Amount. If such Parties cannot reach agreement within 30 days after the date on which ETP, on behalf of the Contributor Parties, delivered such Objection Notice to Acquiror, the Parties shall refer the remaining disputed matters necessary to the final determination of the Purchase Price Adjustment Amount to Deloitte & Touche LLP, or if Deloitte & Touche LLP is unable or unwilling to perform its obligations under this Section 2.4(b), such other nationally-recognized independent accounting firm as is mutually agreed on by ETP, on behalf of the Contributor Parties, and Acquiror (the “Independent Accounting Firm”). The Independent Accounting Firm shall resolve any disputes referred to it under this Section 2.4(b). Each Party shall deliver simultaneously to the Independent Accounting Firm (i) the Objection Notice and such work papers, invoices and other reports and information relating to the disputed matters as the Independent Accounting Firm may request and (ii) such Party’s proposed resolution of the disputed matters and any materials it wishes to present

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to justify the resolution it so presents. Each Party shall be afforded the opportunity to discuss the disputed matters with the Independent Accounting Firm. The Independent Accounting Firm shall act as an expert (and not as an arbitrator) for the limited purpose of determining the specific disputed matters necessary to the determination of the Purchase Price Adjustment Amount submitted by either ETP, on behalf of the Contributor Parties, or Acquiror to the Independent Accounting Firm, and whether and to what extent, if any, the Purchase Price Adjustment Amount requires adjustment as a result of the resolution of those disputed matters (applying GAAP consistently with the Compression Group Entities’ past practices). The Independent Accounting Firm may not award damages or penalties and shall not have authority to address matters not in dispute between the Parties or necessary to the determination of the final Purchase Price Adjustment Amount. The Independent Accounting Firm’s determination shall be made within 30 days after submission of the disputed matters and shall be final and binding on all Parties, without right of appeal. In determining the proper amount of the Purchase Price Adjustment Amount, the Independent Accounting Firm shall not increase the Purchase Price Adjustment Amount more than the increase proposed to be made in the Final Adjustment Statement by ETP, on behalf of the Contributor Parties, nor decrease the Purchase Price Adjustment Amount more than the decrease proposed to be made in the Final Adjustment Statement by Acquiror, as applicable. Each Party shall bear its own legal fees and other costs of presenting its case to the Independent Accounting Firm. Acquiror and ETP shall each bear one-half of the costs and expenses of the Independent Accounting Firm incurred in resolving such disputed matters. The Purchase Price Adjustment Amount as finally determined pursuant to this Section 2.4(b) shall be referred to as the “Final Purchase Price Adjustment Amount.”

(c)                                  Within three Business Days after the earlier of (i) the expiration of the Review Period without delivery of any Objection Notice and (ii) the date on which ETP, on behalf of the Contributor Parties, and Acquiror, or the Independent Accounting Firm, as applicable, finally determine the actual Purchase Price Adjustment Amount (A) if the Final Purchase Price Adjustment Amount exceeds the Estimated Purchase Price Adjustment Amount (such excess, the “Contributor Adjustment Payment”), Acquiror shall wire transfer in immediately available funds an amount equal to the Contributor Adjustment Payment to an account designated by ETP and (B) if the Estimated Purchase Price Adjustment Amount exceeds the Final Purchase Price Adjustment Amount (such excess, the “Acquiror Adjustment Payment”), ETP shall wire transfer in immediately available funds an amount equal to the Acquiror Adjustment Payment to an account designated by Acquiror.

Section 2.5                                    Withholding. Acquiror shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement such amounts as Acquiror is required to deduct and withhold under the Code, or any Tax law, with respect to the making of such payment. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of whom such deduction and withholding was made.

Section 2.6                                    Tax Treatment of Contribution.

(a)                                 The Parties intend, for U.S. federal income Tax purposes, that the Contribution shall be treated consistent with (i) a contribution by ETP to Acquiror of a portion of the Subject Interests in exchange for the Equity Consideration in a transaction consistent with the

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requirements of Section 721(a) of the Code and (ii) a sale by ETP to Acquiror of a portion of the Subject Interests in exchange for the Closing Cash Consideration (which Closing Cash Consideration includes an amount intended to represent (A) a “debt-financed transfer” pursuant to Treasury Regulations Section 1.707-5(b) (as described in detail in Section 2.6(b)) and (B) a reimbursement of pre-formation capital expenditures with respect to the assets of the Compression Group Entities to the maximum extent provided by Treasury Regulations Section 1.707-4(d) (as described in detail in Section 2.6(b))).

(b)                                 Acquiror intends to incur a borrowing or borrowings with respect to the transactions contemplated by Section 2.1, which will be considered non-recourse debt within the meaning of Treasury Regulation Section 1.752-1 (the “Transaction Debt”). The Parties intend that (i) (A) the distribution of the Closing Cash Consideration to ETP shall be treated, pursuant to Treasury Regulation Section 1.163-8T and Notice 89-35 (Part VI), 1989-1 C.B. 675, as being made first out of proceeds of the Transaction Debt, and that such distribution shall qualify to the maximum extent possible as a “debt-financed transfer” under Treasury Regulation Section 1.707-5(b) and (B) ETP’s allocable share of the Transaction Debt under Treasury Regulation Sections 1.752-2 and 1.707-5T(a)(2)(i) shall be determined in accordance with ETP’s interest in Acquiror’s profits, as determined by Acquiror GP; and (ii) the distribution of the Closing Cash Consideration to ETP in excess of amounts of the Transaction Debt as set forth in clause (i) hereof, if any, shall be made to reimburse ETP for capital expenditures described in Treasury Regulation Section 1.707-4(d) to the extent such distribution does not exceed the amount of capital expenditures described in Treasury Regulation Section 1.707-4(d).

(c)                                  The Parties agree to file all Tax Returns and otherwise act at all times in a manner consistent with the intended Tax treatment set forth in this Section 2.6, and no Party shall take any position that is inconsistent with such Tax treatment except to the extent otherwise required by Law.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF CONTRIBUTOR PARTIES

The Contributor Parties hereby, jointly and severally, represent and warrant to Acquiror as follows:

Section 3.1                                    Organization. Each of the Contributor Parties and the Compression Group Entities (i) is a limited partnership or limited liability company, as the case may be, duly formed, validly existing and in good standing under the laws of its jurisdiction of formation, (ii) has all requisite legal and limited partnership or limited liability company power and authority, as the case may be, to own, lease and operate its assets and properties and to conduct its businesses as currently owned and conducted, and (iii) is duly qualified to do business (as a foreign entity or otherwise) and in good standing in each jurisdiction in which the nature of the business conducted by it or the ownership, operation or leasing of its assets and properties requires it to so qualify, except with respect to clause (iii) where the failure to be so duly qualified and in good standing would not prevent or materially delay the consummation of the transactions contemplated by the Transaction Documents to which any Contributor Party is, or will be, a party or materially impair the ability of any Contributor Party to perform its obligations under the Transaction Documents to which it is,

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or will be, a party. The Contributor Parties have made available to Acquiror true and complete copies of the Organizational Documents of each Compression Group Entity as in effect on the Execution Date.

Section 3.2                                    Validity of Agreement; Authorization. Each Contributor Party has all requisite limited partnership or limited liability company, as the case may be, power and authority to enter into this Agreement and the other Transaction Documents to which such Contributor Party is a party and to perform its obligations hereunder and thereunder and to comply with the terms and conditions hereunder and thereunder. The execution and delivery of this Agreement and the other Transaction Documents to which each Contributor Party is or will be a party and the performance by such Contributor Party of its obligations hereunder and thereunder have been duly authorized by the general partner of such Contributor Party, and no other proceedings on the part of such Contributor Party are necessary to authorize such execution, delivery and performance. This Agreement and the other Transaction Documents to which each Contributor Party is party have been or will be duly executed and delivered by such Contributor Party and, assuming due execution and delivery by the other parties hereto and thereto, constitute or will constitute such Contributor Party’s valid and binding obligation, enforceable against such Contributor Party in accordance with their respective terms.

Section 3.3                                    No Conflict or Violation. The execution, delivery and performance of this Agreement and the other Transaction Documents to which each Contributor Party is a party, and the consummation of the transactions contemplated hereby and thereby, do not: (a) violate or conflict with, or otherwise result in any breach of, any provision of the Organizational Documents of any Contributor Party or any Compression Group Entity; (b) violate any Law of any Governmental Authority binding on any Contributor Party or any Compression Group Entity; (c) except as disclosed on Schedule 3.3(c), constitute a default (or an event that with notice or passage of time or both would give rise to a default) under, give rise to any right of termination, cancellation, amendment or acceleration (with or without the giving of notice, or the passage of time or both) under, or require any notice, filing or consent under any of the terms, conditions or provisions of any Material Contract; (d) result in the creation or imposition of any Encumbrance (other than any Permitted Encumbrance) upon any of the properties or assets of any Compression Group Entity; or (e) give rise to any right of cancellation, modification, revocation or suspension of any consent, license, permit, certificate, franchise, authorization, registration or filing with any Governmental Authority of any Compression Group Entity, except, in the case of clauses (b)—(e), for any such matter that would not, individually or in the aggregate, reasonably be expected to have a Compression Group Material Adverse Effect or prevent or materially delay the consummation of the transactions contemplated by the Transaction Documents to which any Contributor Party is, or will be, a party or to materially impair the ability of any Contributor Party to perform its obligations under the Transaction Documents to which it is, or will be, a party.

Section 3.4                                    Consents and Approvals. Except (a) for any filings required to be made under the HSR Act or (b) for any filings required for compliance with any applicable requirements of the federal securities laws, any applicable state or other local securities laws and any applicable requirements of a national securities exchange, neither the execution and delivery of this Agreement and the other Transaction Documents to which any Contributor Party is party, nor the performance of their respective obligations hereunder or thereunder, requires the consent,

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approval, waiver, authorization or notification of, or declaration, filing, registration or qualification with, any Governmental Authority or any similar Person, by any of the Contributor Parties.

Section 3.5                                    Ownership of the Subject Interests.

(a)                                 Contributor is the record and beneficial owner of the Subject Interests. Contributor owns the Subject Interests free and clear of any Encumbrances, except for (i) restrictions on transfer arising under applicable securities Laws and (ii) the applicable terms and conditions of the Organizational Documents of each of the Compression Group Entities. The Subject Interests constitute all of the outstanding limited liability company interests in each Compression Group Entity and the Subject Interests have been duly authorized and validly issued and are fully paid (to the extent required under the limited liability company agreement of each Compression Group Entity) and non-assessable (except to the extent such non-assessability may be affected by Sections 18-607 and 18-804 of the Delaware Limited Liability Company Act) and were not issued in violation of preemptive or similar rights.

(b)                                 Upon the consummation of the transactions contemplated by this Agreement, Contributor will assign, convey, transfer and deliver to Acquiror good and valid title to the Subject Interests free and clear of all Encumbrances, except for (i) restrictions on transfer arising under applicable securities Laws and (ii) the applicable terms and conditions of the Organizational Documents of each of the Compression Group Entities. Upon the consummation of the transactions contemplated by this Agreement, Acquiror will be the sole member of each Compression Group Entity.

Section 3.6                                    Capitalization.

(a)           Schedule 3.6(a) sets forth, as of the Execution Date, a correct and complete description of the following: (i) all of the issued and outstanding equity interests of each Compression Group Entity and (ii) the record owner(s) of the issued and outstanding equity interests of each Compression Group Entity.  Except as set forth on Schedule 3.6(a), there are no outstanding equity interests of any Compression Group Entity.

(b)                                 The Compression Group Entities do not own, of record or beneficially, any direct or indirect equity or other interest or any right (contingent or otherwise) to acquire the same, in any other Person. Neither Compression Group Entity is a member of (nor is any part of the Compression Business conducted through) any partnership nor is any Compression Group Entity a participant in any joint venture or similar arrangement or association.

(c)                                  There are no preemptive rights, rights of first refusal or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, subscription agreements, commitments or rights of any kind that obligate any Compression Group Entity to issue or sell any equity interests or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any equity interests in any Compression Group Entity, and no securities or obligations evidencing such rights are authorized, issued or outstanding. There are no preemptive rights, rights of first refusal or other outstanding options, warrants, conversion rights, redemption rights, repurchase rights, calls or subscription agreements pursuant to the Organizational Documents of any Compression Group Entity or any other agreement to which any

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Compression Group Entity is party that are or will be exercisable in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated by this Agreement.

(d)                                 No Compression Group Entity has any outstanding bonds, debentures, notes or other obligations whereby the holders of such instruments have the right to vote (or that are convertible into or exercisable for securities having the right to vote) with the holders of equity interests of any Compression Group Entity on any matter.

Section 3.7                                    Financial Statements.

(a)                                 The Contributor Parties have provided Acquiror with true and complete copies of the Unaudited Financial Statements. The Unaudited Financial Statements (i) have been prepared in accordance with GAAP, applied on a consistent basis throughout the periods presented thereby, and (ii) fairly present, in all material respects, the combined financial position and operating results, equity and cash flows of the Compression Group Entities as of, and for the periods ended on, the respective dates thereof, subject, however, in the case of the Unaudited Interim Financial Statements, to normal year-end audit adjustments.

(b)                                 The Audited Financial Statements and the Special Financial Statements, when delivered pursuant to Section 5.14 and Section 5.15, will (i) be prepared in accordance with (A) GAAP, applied on a consistent basis throughout the periods presented thereby, and (B) Regulation S-X, (ii) fairly present, in all material respects, the combined financial position and operating results, equity and cash flows of the Compression Group Entities as of, and for the periods ended on, the respective dates thereof, subject, however, in the case of interim financial statements, to normal year-end audit adjustments and (iii) have been prepared from, and in accordance with, the books and records of the Compression Group Entities.

Section 3.8                                    Absence of Certain Changes or Events.

(a)                                 Since December 31, 2016, (i) there has not been or occurred any event or condition that has had or would reasonably be expected to have a Compression Group Material Adverse Effect, (ii) the Compression Business has been conducted in the ordinary course of business in all material respects consistent with past practice and (iii) none of the Compression Group Entities has suffered any material damage, destruction or other casualty loss (whether or not covered by insurance) to any of its properties or assets that are material to the Compression Business.

(b)                                 Without limiting the foregoing, since December 31, 2016 and through the date of this Agreement, except as set forth on Schedule 3.8(a), none of the Contributor Parties (in each case solely with respect to the Compression Group Entities and the Compression Business) have taken, or agreed or committed to take, any of the actions set forth in Section 5.2(b).

Section 3.9                                    Compliance with Law; Permits.

(a)                                 The operations of the Compression Group Entities are being, and since December 31, 2016 have been, conducted in material compliance with all applicable Laws, including those relating to the use, ownership, and operation of their respective assets and properties. None of the Contributor Parties or the Compression Group Entities nor any of their

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respective Affiliates have received written notice of any material violation of any applicable Law related to any Compression Group Entity. To the Knowledge of the Contributor Parties, except as set forth on Schedule 3.9(a), none of the Compression Group Entities is under investigation by any Governmental Authority for potential material non-compliance with any Law.

(b)                                 The Compression Group Entities are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exemptions, consents, certificates, approvals and orders (the “Permits”) necessary in any material respect to own, lease and operate their assets and properties and to lawfully carry on their businesses as they are now being conducted. To the Knowledge of the Contributor Parties, there are no conditions or circumstances under which any such Permit could be revoked or any pending application for any new Permit or renewal of an existing Permit that could reasonably be expected to be protested or denied, except for any such revocation, protest or denial that would not, individually or in the aggregate, reasonably be expected to be material to the Compression Business.

(c)                                  The representations and warranties contained in this Section 3.9 do not address tax matters or environmental matters, which are addressed only in Section 3.10 and Section 3.15, respectively.

Section 3.10                             Tax Matters. Except as set forth on Schedule 3.10:

(a)                                 (i) All material Tax Returns required by applicable Law to be filed by or with respect to the Compression Group Entities have been duly and timely filed (taking into account any extensions of time within which to file) and such Tax Returns are correct and complete in all material respects; (ii) all material Taxes owed by or with respect to the Compression Group Entities (or for which any such entity may be liable) which are or have become due have been paid in full; (iii) all material Taxes required to be withheld, collected or deposited by or with respect to the Compression Group Entities have been timely withheld, collected or deposited as the case may be, and to the extent required, have been paid to the relevant Tax Authority; (iv) there are no liens (other than Permitted Encumbrances for current period Taxes not yet due and payable) on any of the assets of the Compression Group Entities that arose in connection with any failure (or alleged failure) to pay any Tax; (v) there is no action, suit, proceeding, investigation, audit, dispute or claim concerning any Tax Return or any material amount of Taxes of the or with respect to the Compression Group Entities either claimed or raised by any Tax Authority in writing; and (vi) there are no outstanding agreements or waivers extending the applicable statutory periods of limitation for any material Taxes associated with the Compression Group Entities.

(b)                                 No Claim has ever been made in writing by a taxing authority in a jurisdiction in which a Compression Group Entity does not file Tax Returns that a Compression Group Entity is or may be required to file a Tax Return in that jurisdiction.

(c)                                  There is not in force any extension of time with respect to the due date for the filing of any Tax Return of or with respect to any Compression Group Entity or any waiver or agreement for any extension of time for the assessment or payment of any Tax of or with respect to any Compression Group Entity.

(d)                                 No Compression Group Entity is a party to any Tax sharing agreement or Tax indemnity agreement nor do they have any material continuing obligations under such

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agreements. No power of attorney related to Taxes which is currently in force has been granted by any Compression Group Entity. No Compression Group Entity has been a member of an affiliated group filing a consolidated federal income tax return, and except for any intragroup liability pursuant to Texas franchise tax combined reporting obligations, the Compression Group Entities have no liability for the Taxes of any other Person, whether under Treasury Regulations 1.1502-6, as a transferee or successor, by Contract or otherwise.

(e)                                  For the most recent four complete calendar quarters for which financial information is available, at least 90% of the combined gross income of the Compression Group Entities has been income which is “qualifying income” within the meaning of Section 7704(d) of the Code.

(f)                                   No Compression Group Entity has been a party to a transaction that is a “reportable transaction,” as such term is defined in Treasury Regulations Section 1.6011-4(b)(1) or any predecessor thereto.

(g)                                  Each Compression Group Entity has been treated as a partnership or as an entity disregarded as separate from its owner for U.S. federal income Tax purposes at all times since its respective formation, and none of the Compression Group Entities has elected to be treated as a corporation for U.S. federal, state or local Tax purposes.

This Section 3.10 constitutes the Contributor Parties’ sole and exclusive representations and warranties regarding Taxes, Tax Returns and any other Tax matter of the Compression Group Entities.

Section 3.11                             Absence of Undisclosed Liabilities. No Compression Group Entity has any indebtedness or liability, absolute or contingent, which is not shown or provided for in the Unaudited Financial Statements, other than (a) as set forth on Schedule 3.11 or (b) liabilities that have arisen since September 30, 2017 in the ordinary course of business consistent with past practice, including liens for current taxes and assessments not in default, which are not, individually or in the aggregate, material in amount.

Section 3.12                             Employees; Employee Plans.

(a)                                 No Compression Group Entity or Contributor Party currently has, or has within the past three years had, any employees.

(b)                                 Schedule 3.12(b) contains a complete and accurate list of all Subject Employees as of the Execution Date. The Subject Employees represent the entirety of the individuals whose employment materially involves providing services principally related to the management or operation of the Compression Business.

(c)                                  Other than the individuals set forth on Schedule 3.12(c), there are no individuals engaged as independent contractors who provide material services to any Compression Group Entity.

(d)                                 None of the Subject Employees are employed pursuant to the terms of a collective bargaining agreement or other Contract with a labor union, and no Compression Group

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Entity has agreed to recognize any union or other collective bargaining representative with respect to any Subject Employee. No collective bargaining agreements are being negotiated by any of the Compression Group Entities or any Contributor Parties with respect to the Subject Employees, and no union or other collective bargaining representative, to the Knowledge of the Contributor Parties, is attempting to organize or has been certified as the bargaining representative of any Subject Employee. There has been no labor strike, work stoppage, slowdown, walkout, lockout or similar labor activity involving any Subject Employee during the past three years, nor is any such labor strike, work stoppage, slowdown, walkout, lockout or similar labor activity involving any Subject Employee now occurring or, to the Knowledge of the Contributor Parties, threatened.

(e)                                  Except as would not reasonably be expected to result in material liability to the Compression Group Entities, with respect to the Subject Employees, each of the Compression Group Entities is and as at all times has been in compliance with all applicable labor and employment Laws, including, without limitation, all Laws, rules, regulations, orders, rulings, decrees, judgments and awards relating to employment discrimination, non-retaliation, recordkeeping, employee leave, payment of wages, hours of work, overtime compensation, immigration, occupational health and safety, and wrongful discharge. As of the Closing Date, each Subject Employee and other individual whose employment has principally involved providing services with respect to the Compression Business will have been paid all wages, bonuses, and other compensation owed for all services provided with respect to any Compression Group Entity. No Compression Group Entity is, or has within the past three years been, a federal or state government contractor or subcontractor. None of the Compression Group Entities nor any Contributor Party is subject to or otherwise bound by any consent decree, order, or agreement with any Governmental Authority relating to the Subject Employees.

(f)                                   None of the Compression Group Entities sponsors, maintains or contributes to, or has an obligation (secondary, contingent or otherwise) to contribute to or any Liability under, and has not sponsored, maintained or contributed to or had an obligation to contribute to, any Employee Benefit Plans. No event has occurred and no condition exists that could reasonably be expected to subject any of the Compression Group Entities to any Liability relating to a Contributor Employee Benefit Plan.

(g)                                  Schedule 3.12(g) contains a list of each material Contributor Employee Benefit Plan. None of the Contributor Parties nor any Compression Group Entity has made any commitment to create any additional Contributor Employee Benefit Plan or modify or change any existing Contributor Employee Benefit Plan. With respect to each Contributor Employee Benefit Plan listed on Schedule 3.12(g), the Contributor Parties have made available to Acquiror true and complete copies, where applicable, of (i) the plan document (including any amendments), (ii) a written description of all material terms for any unwritten Contributor Employee Benefit Plan, (iii) the most recent summary plan description and any current summary of material modification, (iv) documentation of any funding arrangement, (v) the most recent IRS determination letter (or opinion letter) and each currently pending application for a determination letter, (vi) Form 5500s for the past three years, (vii) the financial statements and actuarial reports for the past three years, and (viii) any Pension Benefit Guaranty Corporation Form 1.

(h)                                 No Contributor Employee Benefit Plan is (A) a “multiemployer plan” (as defined in Section 3(37) of ERISA), (B) a “multiple employer plan” (within the meaning of Section

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413(c) of the Code), (C) a multiple employer welfare arrangement (as defined in Section 3(40) of ERISA), or (D) a pension plan that is subject to Title IV of ERISA, Part 3 of Title I of ERISA or Sections 412 or 430 of the Code, and no Contributor Entity nor any ERISA Affiliate thereof has maintained, participated in, or had any Liability with respect to, any of the foregoing within the last six years.

(i)                                     Neither the negotiation or execution of this Agreement or the other Transaction Documents to which a Contributor Party is a party, nor the consummation of the transactions contemplated by this Agreement or the other Transaction Documents to which a Contributor Party is a party, either alone or in combination with another event (whether contingent or otherwise) will trigger a payment resulting in an excise Tax for any Subject Employee under Section 4999 of the Code or a non-deductible expense for any Compression Group Entity under Section 280G of the Code.

(j)                                    There does not now exist, nor do circumstances exist that could, including as a result of the transactions contemplated hereby, result in, any Controlled Group Liability of the Compression Group Entities that would be Acquiror’s Liability following the Closing Date.

(k)                                 With respect to the Subject Employees, no Contributor Employee Benefit Plan provides for an indemnification, “gross up” or similar payment in respect of any Taxes that may become payable under Section 409A or Section 4999 of the Code.

Section 3.13                             Insurance. Schedule 3.13 sets forth a correct and complete list of all material insurance policies that cover the Compression Group Entities or relate to the assets and properties of the Compression Group Entities and the Compression Business (the “Compression Business Insurance Policies”). There is no material claim, suit or other matter currently pending in respect of which any of the Contributor Parties or Compression Group Entities have received any notice from the insurer under any Compression Business Insurance Policy disclaiming coverage or reserving rights with respect to a particular claim or such Compression Business Insurance Policy in general. None of the Contributor Parties or the Compression Group Entities have received any notice from the insurer under any Compression Business Insurance Policy cancelling or materially amending any such Compression Business Insurance Policy. All premiums due and payable for such Compression Business Insurance Policies have been duly paid, and such Compression Business Insurance Policies or extensions or renewals thereof in the amounts described are in full force and effect.

Section 3.14                             Regulatory Matters. None of the Compression Group Entities is an “investment company” or a company “controlled by” an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

Section 3.15                             Environmental Matters.

(a)                                 Except as would not, individually or in the aggregate, reasonably be expected to have a Compression Group Material Adverse Effect:

(i)                                     All Compression Group Entities and each of their properties is, and at all relevant times within the applicable statute of limitations have been, in compliance with Environmental Laws.

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(ii)                                  Each Compression Group Entity has obtained and currently possesses all Permits required under Environmental Laws for its operations as presently conducted, all such Permits are in full force and effect, and there are no Proceedings pending or, to the Knowledge of the Contributor Parties, threatened that could reasonably be expected to result in the rescission, revocation or material adverse modification of any such Permit.

(iii)                               There has been no Release of any Hazardous Material into the Environment by any Compression Group Entity, or onto, beneath or from any property currently owned, leased or operated by any Compression Group Entity, or to the Knowledge of the Contributor Parties, any property formerly owned, leased or operated by any Compression Group Entity, that could reasonably be expected to result in any remedial or corrective action obligation on the part of the any Compression Group Entity under Environmental Laws or could otherwise reasonably be expected to give rise to any Liability under applicable Environmental Laws.

(iv)                              Except as set forth on Schedule 3.15(a), there are no pending or, to the Knowledge of the Contributor Parties, threatened Proceedings against any Compression Group Entity under any Environmental Laws.

(v)                                 Except as set forth on Schedule 3.15(a), no Compression Group Entity has entered into any consent decree or agreed Order pursuant to any Environmental Law and no Compression Group Entity is a party to any judgment, decree or judicial or administrative Order pursuant to any Environmental Law.

(vi)                              Except as set forth on Schedule 3.15(a), since January 1, 2015 no Compression Group Entity has received any written notice of alleged, actual or potential responsibility or Liability for, or has been or is the subject of any inquiry or investigation regarding, any Release or threatened Release of Hazardous Material or alleged violation of, or non-compliance with, any Environmental Law, nor are the Contributor Parties aware of any information which might form the basis of any such notice or claim.

(b)                                 The Contributor Parties have made available true, complete and correct copies of all material sampling results, environmental or safety audits or inspections, or other written reports or correspondence, if any, concerning environmental, health or safety issues, pertaining to any current or former operations of any Compression Group Entity or property currently or formerly owned, leased or operated by any Compression Group Entity.

Notwithstanding anything to the contrary contained elsewhere in this Agreement other than Section 3.7, this Section 3.15 contains Contributor’s sole and exclusive representations and warranties with respect to environmental matters and Environmental Laws.

Section 3.16                             Material Contracts.

(a)                                 Except as set forth on Schedule 3.16(a), none of the Compression Group Entities is party to, and the Compression Business is not bound by:

(i)                                     any Contract (other than a Contributor Employee Benefit Plan) which provides for the payment by any Compression Group Entity of more than $1,000,000 in any consecutive 12-month period or more than $1,000,000 during the life of the remaining Contract;

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(ii)                                  any Contract which provides for the receipt by any Compression Group Entity of more than $1,000,000 in any consecutive 12-month period or more than $1,000,000 during the life of the remaining Contract;

(iii)                               any Contract pursuant to which any Compression Group Entity leases or rents compression units or provides treating, processing or compression services to a Third Party;

(iv)                              any Contract that relates to any commodity or interest rate swap, cap or collar agreements or other similar hedging or derivative transactions;

(v)                                 any Contract containing any future capital expenditure obligations of any Compression Group Entity (or otherwise relating to the Compression Business) in excess of $1,000,000;

(vi)                              any Contract relating to Debt, other than Debt for which the Compression Group Entities will not be obligated at or following the Closing, or the imposition of any Encumbrance (other than Permitted Encumbrances) on any assets of the Compression Business;

(vii)                           any Contract creating a joint venture, partnership or other similar agreement involving co-investment between any Compression Group Entity and a Third Party;

(viii)                        any Contract with the Contributor Parties or their respective directors, officers or Affiliates (other than the Compression Group Entities) or any current or former director or officer of the Compression Group Entities or any of their respective Affiliates;

(ix)                              any Contract by which any Compression Group Entity currently leases or subleases Leased Real Property to or from any Person, including the Scheduled Leases;

(x)                                 any Contract (or group of related Contracts with respect to a single transaction or series of related transactions) pursuant to which any Compression Group Entity currently leases personal property to or from any Person providing for lease payments in excess of $100,000;

(xi)                              any Contract that limits the freedom of any Compression Group Entity to compete in any line of business or within any geographic area or restricts the freedom of any Compression Group Entity to solicit or hire any Person as an employee or from soliciting business from any Person;

(xii)                           any Contract containing an exclusive license to any Intellectual Property of any Compression Group Entity;

(xiii)                        any Contract containing a license to any Compression Group Entity of any Intellectual Property that is material to the conduct of the Compression Business (other than license agreements for unmodified “off-the-shelf” software on generally standard terms and conditions involving total consideration of less than $100,000);

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(xiv)                       any Contract under which any Compression Group Entity has made advances or loans (other than trade receivables) to another Person in excess of $100,000; or

(xv)                          any other existing Contract relating to the Compression Business or to which any Compression Group Entity is a party, not otherwise covered by clauses (i) through (xii), the loss or breach of which by such Compression Group Entities would reasonably be expected to have a Compression Group Material Adverse Effect.

(b)                                 Each Contract required to be disclosed pursuant to Section 3.16(a) and each Contract that is entered into after the Execution Date and on or before the Closing Date and which has not been terminated or expired prior to the Closing Date which, if entered into prior to the Execution Date, would have been required to be disclosed pursuant to Section 3.16(a) (collectively, the “Material Contracts”) is or will be a valid and binding obligation of the Compression Group Entity party thereto, and is or will be in full force and effect and enforceable in accordance with its terms against such Compression Group Entity and, to the Knowledge of the Contributor Parties, the other parties thereto. The Contributor Parties have made available to Acquiror a true and complete copy (including all amendments) of each Material Contract, subject to any limitations imposed by applicable antitrust Laws and any applicable confidentiality provisions or legal privilege.

(c)                                  Neither the applicable Compression Group Entity nor, to the Knowledge of the Contributor Parties, any other party to any Material Contract is in default or breach in any material respect under the terms of any Material Contract and no event has occurred that with the giving of notice or the passage of time or both would constitute a breach or default in any material respect by such Compression Group Entity or, to the Knowledge of the Contributor Parties, any other party to any Material Contract, or would permit termination, modification or acceleration under any Material Contract. To the Knowledge of the Contributor Parties, no party thereto has asserted or has (except by operation of Law) any right to offset, discount or otherwise abate any amount owing under any Material Contract, except as expressly set forth in such Material Contract.

(d)                                 Schedule 3.16(d)(1) contains a true, correct and complete list of each customer of the Compression Business with revenue attributable to such customer during the twelve-month period ended September 30, 2017 in excess of $2,000,000 (each a “Major Customer”). Schedule 3.16(d)(2) contains a correct and complete list of the top ten suppliers of the Compression Business, as measured by the Compression Group Entities’ purchase of products or services from such suppliers during the twelve-month period ended September 30, 2017 (each a “Major Supplier”). No Major Customer or Major Supplier has delivered written notice to the any Compression Group Entity that it intends to amend or discontinue a business relationship (including termination of a Material Contract) with such Compression Group Entity, the Compression Business or, following the Closing, Acquiror or its Affiliates.

Section 3.17                             Litigation. (a) Except as set forth on Schedule 3.17, there are no:

(i)                                     Proceedings pending or, to the Knowledge of the Contributor Parties, threatened, against or involving any Compression Group Entity;

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(ii)                                  Orders of any Governmental Authority outstanding against any Compression Group Entity or any of their respective assets and properties;

(iii)                               outstanding Orders that adversely affect the ability of any Compression Group Entity to own, use or operate their respective assets or the Compression Business as they are currently owned, used, operated and conducted by the Compression Group Entities; or

(iv)                              unsatisfied judgments, penalties or awards against or affecting any Compression Group Entities or their respective properties or assets.

(b)                                 To the Knowledge of the Contributor Parties, no event has occurred or circumstances exist that would reasonably be expected to give rise to, or serve as a basis for, any material Proceedings or Order against any Compression Group Entity or any of their respective assets or properties.

Section 3.18                             Real Property; Personal Property.

(a)                                 The Compression Group Entities own good and indefeasible fee simple title to the real property (the “Owned Real Property”) described on Schedule 3.18(a), free and clear of all Encumbrances, other than Permitted Encumbrances.

(b)                                 Schedule 3.18(b) lists all leases of real property (and the lands covered thereby) pursuant to which any Compression Group Entity leases real property (all such listed leases collectively, the “Scheduled Leases”), together with a general description of any improvements located thereon, in each case specifying the name of the lessor, lessee, sublessor or sublessee (if any) and the date and term of each lease. A true and complete copy of each of the Scheduled Leases, as amended to date, has been furnished or made available to Acquiror. The Compression Group Entities party to the Scheduled Leases hold the leasehold interest created pursuant to each Scheduled Lease, free and clear of all Encumbrances, other than Permitted Encumbrances. The real property leased under the Scheduled Leases is referred to herein as the “Leased Real Property.”

(c)                                  The Real Property constitutes all of the real property that has been used in connection with the ownership and operations of the Compression Business since December 31, 2016. Since December 31, 2016, no casualty loss has occurred with respect to the improvements located on the Real Property. To the Knowledge of the Contributor Parties, all of the Real Property has direct access to public roads without the use of any easement, license or right of way.

(d)                                 Schedule 3.18(d) lists (i) all compression units, (ii) all treating units and (iii) all other material equipment, tools, machinery, parts, products, materials, supplies, cars, trucks, trailers and other rolling stock and each other item of tangible personal property, in each case owned or leased by the Compression Group Entities or used in or necessary for the conduct of the Compression Business, as of September 30, 2017 (collectively, the “Tangible Personal Property”). The Compression Group Entities have good title to, or valid leasehold or license interests in, all of the Tangible Personal Property free and clear of all Encumbrances, other than Permitted Encumbrances, and other than items of Tangible Personal Property conveyed, replaced, sold, retired or disposed of in the ordinary course of business consistent with past practice.

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(e)                                  At and following the Closing, the Tangible Personal Property will (i) constitute all of the tangible personal property necessary or required to permit Acquiror to carry on the Compression Business in substantially the same manner as presently conducted and as conducted since December 31, 2016 and (ii) constitute at least all of the tangible personal property used in the Compression Business presently, in each case except for such tangible personal property conveyed, replaced, sold, retired or disposed of in the ordinary course of business consistent with past practice.

Section 3.19                             Intellectual Property. The Compression Group Entities own or possess adequate rights to use all Intellectual Property necessary for the conduct of the Compression Business in the manner as presently conducted and have no reason to believe that the conduct of the Compression Business will conflict with, and have not received any notice of any claim of conflict with, any such rights of others. None of the Compression Group Entities nor the conduct of the Compression Business has infringed, misappropriated or violated any Intellectual Property of any Person in a manner that would have a material effect on the Compression Group Entities or the Compression Business. To the Knowledge of the Contributor Parties, no Person is infringing, misappropriating, or otherwise violating any Intellectual Property owned by a Compression Group Entity and material to Compression Business. Each of the Compression Group Entities has taken reasonable measures to protect the confidentiality of Trade Secrets and confidential information used in the Compression Business. In the past four years, there has been no failure, material substandard performance, or breach of any computer systems of any of the Compression Group Entities or their contractors that has caused any material disruption to the Compression Business and no Compression Group Entity has provided or been required to provide any notice to any Person regarding any unauthorized use or disclosure of any personal information collected or controlled by such Compression Group Entity.

Section 3.20                             Affiliate Transactions. Except as set forth on Schedule 3.20, none of the Contributor Parties, their respective directors or officers, the officers or directors of any Compression Group Entity nor any of their respective Affiliates (a) is a party to any Contract with any Compression Group Entity or (b) owns or leases any material asset, property or right that is used by any Compression Group Entity.  Except as reflected in the Estimated Adjustment Statement, there are no outstanding accounts or notes payable to, accounts receivable from or advances by any Compression Group Entity to, and neither Compression Group Entity is a creditor of, any Contributor Party or any of their directors or officers, or the directors or officers of the Compression Group Entities or any of their respective Affiliates.

Section 3.21                             Brokers. Except as set forth on Schedule 3.21, no broker, investment banker, financial advisor or other Person, is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with this Agreement or the other Transaction Documents or any of the transactions contemplated hereby or thereby based upon arrangements made by or on behalf of any Contributor Party, the Compression Group Entities or any of their respective Affiliates.

Section 3.22                             Investment Intent; Investment Experience; Restricted Securities. In acquiring Acquiror Common Units and Acquiror Class B Units, ETP is not offering or selling, and shall not offer or sell the Acquiror Common Units or Acquiror Class B Units received as Equity Consideration, in connection with any distribution of such Acquiror Common Units or Acquiror

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Class B Units, and ETP has no participation and shall not participate in any such undertaking or in any underwriting of such an undertaking except in compliance with applicable federal and state securities Laws. ETP acknowledges that it can bear the economic risk of its investment in the Acquiror Common Units and Acquiror Class B Units, and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the Acquiror Common Units and Acquiror Class B Units. ETP is an “accredited investor” as such term is defined in Regulation D under the Securities Act. ETP understands that the issuance of the Acquiror Common Units and Acquiror Class B Units will not have been registered pursuant to the Securities Act or any applicable state securities Laws, that the Acquiror Common Units and Acquiror Class B Units shall be characterized as “restricted securities” under federal securities Laws and that under such Laws and applicable regulations the Acquiror Common Units and Acquiror Class B Units cannot be sold or otherwise disposed of without registration under the Securities Act or an exemption therefrom.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF ACQUIROR

Except as disclosed in any Acquiror SEC Reports filed with or furnished to the SEC since January 1, 2014 and prior to the date of this Agreement (excluding any disclosures included in any “risk factor” section of such Acquiror SEC Reports or any other disclosures in such Acquiror SEC Reports to the extent they are predictive or forward looking and general in nature), Acquiror hereby represents and warrants to the Contributor Parties as follows:

Section 4.1                                    Organization. Each of the Acquiror Entities (i) is a corporation, limited partnership or limited liability company, as the case may be, duly incorporated or formed, as the case may be, validly existing and in good standing under the laws of its jurisdiction of incorporation or formation, (ii) has all requisite legal and corporate or other entity authority, as the case may be, to own, lease and operate its assets and properties and to conduct its businesses as currently owned and conducted, and (iii) is duly qualified to do business and in good standing in each jurisdiction in which the nature of the business conducted by it or the ownership, operation or leasing of its assets and properties requires it to so qualify, except with respect to clause (iii) for circumstances which would not, individually or in the aggregate, reasonably be expected to have an Acquiror Material Adverse Effect. Acquiror has made available to the Contributor Parties true and complete copies of the Organizational Documents of each of the Acquiror Entities as in effect on the Execution Date.

Section 4.2                                    Validity of Agreement; Authorization; Valid Issuance.

(a)                                 Acquiror has all requisite limited partnership power and authority to enter into this Agreement and the other Transaction Documents to which Acquiror is a party and to carry out its obligations hereunder and thereunder.

(b)                                 The execution and delivery of this Agreement and the other Transaction Documents to which Acquiror is a party and the performance of Acquiror’s obligations hereunder and thereunder have been duly authorized by the board of directors of Acquiror GP, and no other proceedings on the part of Acquiror are necessary to authorize such execution, delivery and

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performance. This Agreement and the other Transaction Documents to which Acquiror is a party have been duly executed and delivered by Acquiror and, assuming due execution and delivery by the other parties hereto and thereto, constitute Acquiror’s valid and binding obligation enforceable against Acquiror in accordance with their respective terms.

(c)                                  The issuance of the Acquiror Common Units and Acquiror Class B Units comprising the Equity Consideration has been duly authorized in accordance with the Organizational Documents of Acquiror. The Acquiror Common Units and Acquiror Class B Units comprising the Equity Consideration, when issued and delivered to ETP in accordance with the terms of this Agreement, will be validly issued, fully paid (to the extent required under the Acquiror Partnership Agreement) and non-assessable (except to the extent non-assessability may be affected by Sections 17-303, 17-607 and 17-804 of the Delaware Revised Uniform Limited Partnership Act (the “DRULPA”)), and free and clear of all Encumbrances, except for (i) restrictions on transfer arising under applicable securities Laws and (ii) the applicable terms and conditions of the Organizational Documents of Acquiror. Upon issuance and delivery of the Acquiror Common Units and Acquiror Class B Units comprising the Equity Consideration, ETP will be duly admitted as an additional Limited Partner (as defined in the Acquiror Partnership Agreement). The voting and other limitations described in the definition of “Outstanding” in the Acquiror Partnership Agreement and the Acquiror Amended Partnership Agreement shall not apply to ETP and its Affiliates as a result of the Acquiror Common Units and Acquiror Class B Units acquired and/or received by ETP and its Affiliates pursuant to this Agreement, the GP Purchase Agreement and the Restructuring Agreement.

Section 4.3                                    No Conflict or Violation. The execution, delivery and performance of this Agreement and the other Transaction Documents to which Acquiror is a party, and the consummation of the transactions contemplated hereby and thereby, do not: (a) violate or conflict with any provision of the Organizational Documents of any of the Acquiror Entities; (b) violate any Law of any Governmental Authority binding on any of the Acquiror Entities; (c) except as disclosed on Schedule 4.3(c), violate, result in a breach of, constitute (with due notice or lapse of time or both) a default or cause any obligation, penalty or premium to arise or accrue under any Acquiror Material Contract; (d) result in the creation or imposition of any Encumbrance (other than any Permitted Encumbrance) upon any of the properties or assets of any of the Acquiror Entities; or (e) result in the cancellation, modification, revocation or suspension of any consent, license, permit, certificate, franchise, authorization, registration or filing with any Governmental Authority of any of the Acquiror Entities, except, in the case of clauses (b), (c), (d) and (e), as would not, individually or in the aggregate, reasonably be expected to have an Acquiror Material Adverse Effect.

Section 4.4                                    Consents and Approvals. Except (a) for any filings required to be made under the HSR Act or (b) any filings required for compliance with any applicable requirements of the federal securities Laws, any applicable state or other local securities Laws and any applicable requirements of a national securities exchange, neither Acquiror’s execution and delivery of this Agreement and the other Transaction Documents to which Acquiror is party, nor Acquiror’s performance of its obligations hereunder or thereunder, requires the consent, approval, waiver or authorization of, or declaration, filing, registration or qualification with, any Governmental Authority or any similar Person, by any of the Acquiror Entities.

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Section 4.5                                    Capitalization; Acquiror Interests.

(a)                                 Acquiror has no partnership or other equity interests outstanding as of the Execution Date other than (i) 62,194,405 Acquiror Common Units, (ii) the Acquiror GP Interests, (iii) the Acquiror IDRs and (iv) 1,090,931 Phantom Units. All of the outstanding Acquiror Common Units and Acquiror Interests have been duly authorized and validly issued and are fully paid (to the extent required under the Acquiror Partnership Agreement) and, other than the Acquiror GP Interests, non-assessable (except to the extent such non-assessability may be affected by Sections 17-303, 17-607 and 17-804 of the DRULPA).

(b)                                 Except as described in the Acquiror Partnership Agreement, there are no preemptive or other rights to subscribe for or to purchase, nor any restriction upon the voting or transfer of any interest in Acquiror (provided that the foregoing shall not apply to any such rights to purchase or restriction on voting or transfer that any holder of Acquiror Common Units may have imposed upon such Acquiror Common Units).

(c)                                  Except as described in Schedule 4.5(c), (i) there are no outstanding options, warrants, subscriptions, puts, calls or other rights, agreements, arrangements or commitments (preemptive, contingent or otherwise) obligating any of the Acquiror Entities to offer, issue, sell, redeem, repurchase, otherwise acquire or transfer, pledge or encumber any equity interest in any of the Acquiror Entities; (ii) there are no outstanding securities or obligations of any kind of any of the Acquiror Entities which are convertible into or exercisable or exchangeable for any equity interest in any of the Acquiror Entities or any other Person, and none of the Acquiror Entities has any obligation of any kind to issue any additional securities or to pay for or repurchase any securities; (iii) there are no outstanding compensatory or other incentive equity or equity linked interests with respect to the Acquiror Common Units, including, without limitation, any equity appreciation rights, phantom equity, restricted units or unit awards, profits interests or similar rights, agreements, arrangements or commitments based on the book value, income or any other attribute of any of the Acquiror Entities; (iv) there are no outstanding bonds, debentures or other evidence of indebtedness or obligations of any of the Acquiror Entities having the right to vote (or that are exchangeable for or convertible or exercisable into securities having the right to vote) with the holders of Acquiror Common Units; and (v) except as described in the Acquiror Partnership Agreement, there are no unitholder agreements, proxies, voting trusts, rights to require registration under securities Laws, transfer restrictions or other arrangements or commitments to which any of the Acquiror Entities is a party or by which any of their respective securities are bound with respect to the voting, disposition or registration of any outstanding securities of any of the Acquiror Entities (provided that the foregoing shall not apply to any such restriction on voting or disposition that any holder of Acquiror Common Units may have imposed upon such Acquiror Common Units).

(d)                                 Acquiror GP is the sole general partner of Acquiror and the record and beneficial owner of the Acquiror Interests. The Acquiror Interests are owned by Acquiror GP free and clear of any Encumbrances, except for (i) restrictions on transfer arising under applicable securities Laws and (ii) the applicable terms and conditions of the Organizational Documents of Acquiror.

Section 4.6                                    Subsidiaries; Equity Interests.  Except for the Acquiror Entities:

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(a)                                 none of the Acquiror Entities has any Subsidiaries, and none of them owns, directly or indirectly, any shares of capital stock, voting rights or other equity interests or investments in any other Person; and

(b)                                 none of the Acquiror Entities has any obligation or rights to acquire by any means, directly or indirectly, any capital stock, voting rights, equity interests or investments in another Person. All of the outstanding equity interests of Acquiror’s Subsidiaries have been duly authorized and are validly issued (in accordance with their respective Organizational Documents and in compliance with applicable Laws), fully paid (to the extent required under the Organizational Documents of such Subsidiary) and non-assessable (except to the extent such non-assessability may be affected by the applicable Laws of such Subsidiary’s jurisdiction of incorporation or formation) and were not issued in violation of preemptive or similar rights. Except for Encumbrances set forth on Schedule 4.6(b), Acquiror owns, directly or indirectly, all of the issued and outstanding partnership, membership or other equity interests of each of its Subsidiaries, in each case, free and clear of any Encumbrances, except for (i) restrictions on transfer arising under applicable securities Laws, (ii) the applicable terms and conditions of the Organizational Documents of such Subsidiary and (iii) the Acquiror Credit Agreement.

Section 4.7                                    Enforceability of Acquiror Partnership Agreement. The Acquiror Partnership Agreement has been duly authorized and executed by Acquiror GP and is a valid and legally binding agreement of Acquiror GP, enforceable against Acquiror GP in all material respects in accordance with its terms.

Section 4.8                                    Financial Statements; Acquiror SEC Reports. Acquiror has timely filed all Acquiror SEC Reports since January 1, 2016. All such Acquiror SEC Reports filed by Acquiror, at the time filed with the SEC (in the case of documents filed pursuant to the Exchange Act) or when declared effective by the SEC (in the case of registration statements filed under the Securities Act) complied as to form in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be. No Acquiror SEC Reports at the time described above contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. All financial statements contained or incorporated by reference in such Acquiror SEC Reports complied as to form when filed in all material respects with the rules and regulations of the SEC with respect thereto, and were prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the financial condition of Acquiror and its consolidated Subsidiaries as of the respective dates thereof and the consolidated results of operations and changes in cash flows for the periods indicated (subject, in the case of unaudited financial statements, to normal year-end audit adjustments that are not individually or in the aggregate material). As of the Execution Date, there are no outstanding or unresolved comments received from the SEC with respect to any Acquiror SEC Reports. No Subsidiary of Acquiror is required to file periodic reports with the SEC, either pursuant to the requirements of the Exchange Act or by Contract.

Section 4.9                                    Disclosure Controls; Sarbanes-Oxley.

(a)                                 Acquiror has established and maintains “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) that are designed

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to ensure that all information required to be disclosed by Acquiror in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such information is accumulated and communicated to the management of Acquiror GP and Acquiror as appropriate to allow timely decisions regarding required disclosure.

(b)                                 Acquiror and the directors and officers of Acquiror GP in their capacities as such, are in compliance in all material respects with all applicable provisions of the Sarbanes-Oxley Act of 2002, the rules and regulations promulgated thereunder and the rules of the New York Stock Exchange, in each case that are effective and applicable to Acquiror.

Section 4.10                             Absence of Certain Changes or Events. Since December 31, 2016, except at set forth on Schedule 4.10(a), (i) there has not been or occurred any event or condition that has had or would reasonably be expected to have an Acquiror Material Adverse Effect, (ii) the business of the Acquiror Entities has been conducted in the ordinary course of business in all material respects consistent with past practice and (iii) none of the Acquiror Entities has suffered any material damage, destruction or other casualty loss (whether or not covered by insurance) to any of their respective properties or assets that are material to the business of the Acquiror Entities, taken as a whole.

Section 4.11                             Compliance with Law; Permits.

(a)                                 The operations of each Acquiror Entity are currently being conducted in compliance with all applicable Laws, including those relating to the use, ownership, and operation of their respective assets and properties, except as would not, individually or in the aggregate, reasonably be expected to have an Acquiror Material Adverse Effect. None of the Acquiror Entities nor any of their respective Affiliates have received written notice of any material violation of any applicable Law. To the Knowledge of Acquiror, except as set forth on Schedule 4.11(a), none of the Acquiror Entities is under investigation by any Governmental Authority for potential non-compliance with any Law, except as would not, individually or in the aggregate, reasonably be expected to have an Acquiror Material Adverse Effect.

(b)                                 The Acquiror Entities are in possession of all Permits necessary to own, lease and operate their assets and properties and to lawfully carry on their businesses as they are now being conducted, except as would not, individually or in the aggregate, reasonably be expected to have an Acquiror Material Adverse Effect. To the Knowledge of the Acquiror Entities, there are no conditions or circumstances under which any such Permit could be revoked or any pending application for any new Permit or renewal of an existing Permit that could reasonably be expected to be protested or denied, except for any such revocation, protest or denial that would not, individually or in the aggregate, reasonably be expected to have an Acquiror Material Adverse Effect.

(c)                                  The representations and warranties contained in this Section 4.11 do not address Tax matters or environmental matters, which are addressed only in Section 4.12 and Section 4.17, respectively.

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Section 4.12                             Tax Matters. Except as set forth on Schedule 4.12:

(a)                                 (i) All material Tax Returns required by applicable Law to be filed by or with respect to each of the Acquiror Entities have been timely filed (taking into account any extensions of time within which to file) and such Tax Returns are correct and complete in all material respects; (ii) all material Taxes owed by each of the Acquiror Entities which are or have become due have been paid in full; (iii) all material Taxes required to be withheld, collected or deposited by or with respect to any Acquiror Entity have been timely withheld, collected or deposited as the case may be, and to the extent required, have been paid to the relevant Governmental Authority; (iv) there is no action, suit, proceeding, investigation, audit, dispute or claim concerning any Tax Return or any material amount of Taxes of any of the Acquiror Entities either claimed or raised by any Governmental Authority in writing; (v) each of the Acquiror Entities that is classified as a partnership for U.S. federal income Tax purposes has made an election pursuant to Section 754 of the Code and such election is currently in effect; and (vi) there are no outstanding agreements or waivers extending the applicable statutory periods of limitation for any material Taxes associated with the Acquiror Entities.

(b)                                 Except for any agreements between or among the Acquiror Entities, no Acquiror Entity is a party to any Tax sharing agreement or Tax indemnity agreement nor does any Acquiror Entity have any material continuing obligations under such agreements. No power of attorney related to Taxes which is currently in force has been granted by any Acquiror Entity. None of the Acquiror Entities has ever been a member of an affiliated group filing a consolidated federal income Tax return, and except for any intragroup liability between Acquiror GP and/or the Acquiror Entities pursuant to Texas franchise tax combined reporting obligations, the Acquiror Entities have no liability for the Taxes of any other Person, whether under Treasury Regulations 1.1502-6, as a transferee or successor, by Contract or otherwise.

(c)                                  No Acquiror Entity has been a party to a transaction that is a “reportable transaction,” as such term is defined in Treasury Regulations Section 1.6011-4(b)(1).

(d)                                 Acquiror is not, for U.S. federal income Tax purposes, a partnership that would be treated as an investment company (within the meaning of Section 351 of the Code) if the partnership were incorporated. Acquiror has, for each taxable year ending after its initial public offering and prior to the Execution Date, met the gross income requirements of Section 7704(c)(2) of the Code, and Acquiror expects to meet the gross income requirements of Section 7704(c)(2) of the Code for its taxable year ending December 31, 2017.

(e)                                  With the exception of USA Compression Finance Corp., each of the Acquiror Entities is currently (and has been since its respective formation) either (i) properly classified as a partnership for U.S. federal income tax purposes or (ii) properly disregarded as an entity separate from its respective owner for U.S. federal income Tax purposes in accordance with Treasury Regulation § 301.7701-3. None of the Acquiror Entities that is a partnership or a limited liability company has elected to be treated as a corporation for U.S. federal income Tax purposes.

This Section 4.12 constitutes Acquiror’s sole and exclusive representations and warranties regarding Taxes, Tax Returns and any other Tax matter of the Acquiror Entities.

Section 4.13                             Absence of Undisclosed Liabilities. None of the Acquiror Entities has any indebtedness or liability, absolute or contingent, which is not shown or provided for in the

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consolidated financial statements of Acquiror included in the Acquiror SEC Reports filed with or furnished to the SEC, other than (a) as set forth on Schedule 4.13; (b) liabilities that have arisen since September 30, 2017 in the ordinary course of business consistent with past practice, including liens for current taxes and assessments not in default or (c) other liabilities of the Acquiror Entities that would not, individually or in the aggregate, reasonably be expected to have an Acquiror Material Adverse Effect.

Section 4.14                             Employees; Employee Plans.

(a)                                 Acquiror Management employs the persons who provide services with respect to the business conducted by the Acquiror Entities (collectively, the “Acquiror Subject Employees”), and the Acquiror Subject Employees provide Acquiror those services that are necessary to conduct the business of the Acquiror Entities. The Acquiror Entities are not dependent upon employees of USAC Holdings or its Affiliates other than the Acquiror Subject Employees in order to manage or operate the business of the Acquiror Entities. Other than the individuals set forth on Schedule 4.14(a), there are no individuals engaged as independent contractors who provide material services to any of the Acquiror Entities.

(b)                                 As of the Execution Date, (i) none of the Acquiror Subject Employees are employed pursuant to the terms of any collective bargaining agreements or other Contract with a labor union, (ii) no collective bargaining agreements are currently being negotiated by the Acquiror Entities, (iii) none of the Acquiror Entities has currently agreed to recognize any union or other collective bargaining representative with respect to any Acquiror Subject Employee, and (iv) no union or other collective bargaining representative, to the Knowledge of Acquiror, is attempting to organize or has been certified as the exclusive bargaining representative of any Acquiror Subject Employee. There has been no labor strike, work stoppage, slowdown, walkout, lockout or similar labor activity involving any Acquiror Subject Employee during the past three years, nor are any such labor strike, work stoppage, slowdown, walkout, lockout or similar labor activity involving any Acquiror Subject Employee now occurring or, to the Knowledge of Acquiror, threatened.

(c)                                  Except as would not reasonably be expected to result in material liability to the Acquiror Entities, each Acquiror Entity is in compliance with all applicable labor and employment Laws including, without limitation, all Laws, rules, regulations, orders, rulings, decrees, judgments and awards relating to employment discrimination, non-retaliation, recordkeeping, employee leave, payment of wages, hours of work, overtime compensation, immigration, occupational health and safety, and wrongful discharge.

(d)                                 No action, suit, complaint, charge, arbitration, inquiry, proceeding or investigation by or before any Governmental Authority, brought by or on behalf of any employee, prospective or former employee or labor organization or other representative of the employees or of any prospective or former employees of any of the Acquiror Entities is pending or, to the Knowledge of Acquiror, threatened against any of the Acquiror Entities, or any present or former director or employee thereof (including with respect to alleged sexual harassment, unfair labor practices or discrimination).

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(e)                                  None of the Acquiror Entities is subject to or otherwise bound by, any consent decree, order, or agreement with, any Governmental Authority relating to employees or former employees of any of the Acquiror Entities.

(f)                                   None of the Acquiror Entities has, in the last year, effectuated a “plant closing” or “mass layoff” as those terms are defined in the Worker Adjustment and Retraining Notification Act (“WARN”), without complying with the notice requirements and other provisions of WARN.

(g)                                  Schedule 4.14(g) contains a list of each material Employee Benefit Plan maintained, sponsored by, or contributed to (or required to be contributed to) by any of the Acquiror Entities for the benefit of any current or former employee, director or independent contractor of any of the Acquiror Entities (or for the respective beneficiaries or dependents of such individuals), or with respect to which the Acquiror Entities may have any Liability (as listed on Schedule 4.14(g), the “Acquiror Benefit Plans”). The Acquiror Entities have not made any commitment to create any additional Acquiror Benefit Plan or modify or change any existing Acquiror Benefit Plan. With respect to each Acquiror Benefit Plan, Acquiror has made available to the Contributor Parties true and complete copies, where applicable, of (i) the plan document (including any amendments), (ii) a written description of all material terms for any unwritten Acquiror Benefit Plan, (iii) the most recent summary plan description and any current summary of material modification, (iv) documentation of any funding arrangement, (v) the most recent IRS determination letter (or opinion letter) and each currently pending application for a determination letter, (vi) Form 5500s for the past three years, (vii) the financial statements and actuarial reports for the past three years, and (viii) any Pension Benefit Guaranty Corporation Form 1.

(h)                                 Each Acquiror Benefit Plan (and each related trust, insurance contract or fund) complies in all material respects with, and has been operating in material accordance with, all applicable Laws (including, where applicable, ERISA and the Code and the regulations promulgated thereunder) and the terms of the applicable Acquiror Benefit Plan. Except as would not, individually or in the aggregate, reasonably be expected to have an Acquiror Material Adverse Effect, with respect to each Acquiror Benefit Plan, (i) no breaches of fiduciary duty or other failures to act or comply in connection with the administration or investment of the assets of such Acquiror Benefit Plan have occurred, (ii) no non-exempt prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) has occurred, and (iii) no lien has been imposed under the Code or ERISA. No Acquiror Entity has applied pursuant to Section 412(c) of the Code or Section 302(c) of ERISA for a waiver of the minimum funding standard with respect to any Acquiror Benefit Plan.

(i)                                     Except as set forth on Schedule 4.14(i):

(i)                                     No Acquiror Benefit Plan is (A) a “multiemployer plan” (as defined in Section 3(37) of ERISA), (B) a “multiple employer plan” (within the meaning of Section 413(c) of the Code), (C) a multiple employer welfare arrangement (as defined in Section 3(40) of ERISA), or (D) a pension plan that is subject to Title IV of ERISA, Part 3 of Title I of ERISA or Sections 412 or 430 of the Code, and no Acquiror Entity or any ERISA Affiliate has maintained, participated in, or had any Liability with respect to, any of the foregoing within the last six years.

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(ii)                                  No Acquiror Entity nor any ERISA Affiliate thereof: (A) has withdrawn from any pension plan under circumstances resulting (or expected to result) in liability to the Pension Benefit Guaranty Corporation; or (B) has incurred any unsatisfied liability to the Pension Benefit Guaranty Corporation or any Benefit Plan subject to Title IV of ERISA that would be reasonably expected to result in the imposition of any material liability on any Acquiror Entity.

(iii)                               With respect to each Acquiror Benefit Plan, no Proceedings or claims (other than routine claims for benefits in the ordinary course) are pending or, to the Knowledge of Acquiror, threatened against, by or on behalf of any Acquiror Benefit Plans or the assets, fiduciaries or administrators thereof. No Acquiror Benefit Plan, and, with respect to the Acquiror Benefit Plans, none of the Acquiror Entities is the subject of an audit or investigation by the IRS, the Department of Labor, the Pension Benefit Guaranty Corporation or any other Governmental Authority, nor is any such audit or investigation pending or, to the Knowledge of Acquiror, threatened.

(iv)                              Other than as required under Section 4980B of the Code or other applicable Law, no Acquiror Benefit Plan provides benefits or coverage in the nature of health, life, welfare or disability insurance following retirement or other termination of employment or other service relationship (other than death benefits when termination occurs upon death).

(v)                                 Neither the negotiation or execution of this Agreement or the other Transaction Documents to which Acquiror is a party, nor the consummation of the transactions contemplated by this Agreement or the other Transaction Documents to which Acquiror is a party, either alone or in combination with another event (whether contingent or otherwise), will (A) result in any payment (including severance, unemployment compensation, golden parachute, bonus, or otherwise) becoming due under any Acquiror Benefit Plan, (B) materially increase the amount of any compensation or benefits otherwise payable to any Acquiror Subject Employee or under any Acquiror Benefit Plan, (C) result in the acceleration of the time of payment, funding or vesting of any material payments or other material benefits or give rise to any additional service credits under any Acquiror Benefit Plan, or (D) trigger a payment resulting in an excise Tax for any Acquiror Subject Employee under Section 4999 of the Code or a non-deductible expense for any Acquiror Entity under Section 280G of the Code.

(vi)                              Each Acquiror Benefit Plan (and if such Acquiror Benefit Plan is a prototype plan, such prototype plan) that is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter or is entitled to rely on a favorable opinion letter from the IRS, in either case, that has not been revoked, and to the Knowledge of Acquiror, no event or circumstance exists that has adversely affected or would reasonably be expected to adversely affect such qualification or exemption. Each trust established in connection with any Acquiror Benefit Plan which is intended to be exempt from federal income taxation under Section 501(a) of the Code is so exempt, and no fact or event has occurred that would reasonably be expected to adversely affect the exempt status of any such trust.

(vii)                           No Acquiror Benefit Plan is subject to the laws of any jurisdiction outside of the United States or provides compensation or benefits to any employee or former employee of the Acquiror Entities or Acquiror GP (or any dependent thereof) who resides outside of the United States.

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(viii)                        With respect to the Acquiror Subject Employees, no Acquiror Benefit Plan provides for an indemnification, “gross up” or similar payment in respect of any Taxes that may become payable under Section 409A or Section 4999 of the Code.

Section 4.15                             Insurance. The insurance policies covering the Acquiror Entities and their respective businesses and properties are in all respects in full force and effect in accordance with their terms, no notice of cancellation or termination has been received, and there is no existing default or event which, with the giving of notice or lapse of time or both, would constitute a default thereunder, except, in each case, as would not, individually or in the aggregate, reasonably be expected to have an Acquiror Material Adverse Effect or as disclosed on Schedule 4.15.

Section 4.16                             Regulatory Matters. None of the Acquiror Entities is an “investment company” or a company “controlled by” an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

Section 4.17                             Environmental Matters.

(a)                                 Except as would not, individually or in the aggregate, reasonably be expected to have an Acquiror Material Adverse Effect:

(i)                                     Each of the Acquiror Entities and their respective properties is, and at all relevant times within the applicable statute of limitations has been, in compliance with Environmental Laws.

(ii)                                  Each of the Acquiror Entities has obtained and currently possesses all Permits required under Environmental Laws for its operations as presently conducted, all such Permits are in full force and effect, and there are no Proceedings pending or, to the Knowledge of Acquiror, threatened that could reasonably be expected to result in the rescission, revocation or material adverse modification of any such Permit.

(iii)                               There has been no Release of any Hazardous Material into the Environment by the Acquiror Entities, or onto, beneath or from any property currently owned, leased or operated by any Acquiror Entity, or to the Knowledge of Acquiror, any property formerly owned, leased or operated by any Acquiror Entity, that could reasonably be expected to result in any remedial or corrective action obligation on the part of the Acquiror Entities under Environmental Laws or could otherwise reasonably be expected to give rise to any Liability under applicable Environmental Laws.

(iv)                              Except as set forth on Schedule 4.17(a), there are no pending or, to the Knowledge of Acquiror, threatened Proceedings against any of the Acquiror Entities under any Environmental Laws.

(v)                                 Except as set forth on Schedule 4.17(a), none of the Acquiror Entities has entered into any consent decree or agreed Order pursuant to any Environmental Law, and none of the Acquiror Entities is a party to any judgment, decree or judicial or administrative Order pursuant to any Environmental Law.

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(vi)                              Except as set forth on Schedule 4.17(a), since January 1, 2015 no Acquiror Entity has received any written notice of alleged, actual or potential responsibility or Liability for, or has been or is the subject of any inquiry or investigation regarding, any Release or threatened Release of Hazardous Material or alleged violation of, or non-compliance with, any Environmental Law, nor is Acquiror aware of any information which might form the basis of any such notice or claim.

(b)                                 Acquiror has made available true, complete and correct copies of all material sampling results, environmental or safety audits or inspections, or other written reports or correspondence, if any, concerning environmental, health or safety issues, pertaining to any current or former operations of the Acquiror Entities or property currently or formerly owned, leased or operated by any Acquiror Entity.

Notwithstanding anything to the contrary contained elsewhere in this Agreement other than Section 4.8, this Section 4.17 contains Acquiror’s sole and exclusive representations and warranties with respect to environmental matters and Environmental Laws.

Section 4.18                             Material Contracts.

(a)                                 Each of the Acquiror Material Contracts (i) constitutes the legal, valid and binding obligation of the Acquiror Entity party thereto, and, to the Knowledge of Acquiror, constitutes the legal, valid and binding obligation of the other parties thereto, (ii) is in full force and effect and (iii) will be in full force and effect upon the consummation of the transactions contemplated by this Agreement, unless the failure to do so would not, individually or in the aggregate, be reasonably likely to have an Acquiror Material Adverse Effect.

(b)                                 Except as set forth on Schedule 4.18, there is not, under any Acquiror Material Contract, any default or event that, with notice or lapse of time or both, would constitute a default on the part of the Acquiror Entity party thereto, and to the Knowledge of Acquiror, any of the other parties thereto, except such events of default and other events as to which requisite waivers or consents have been obtained or that would not, individually or in the aggregate, reasonably be expected to have an Acquiror Material Adverse Effect.

Section 4.19                             Litigation. Except as set forth on Schedule 4.19, there are no:

(i)                                     Proceedings pending or, to the Knowledge of Acquiror, threatened, against or involving the Acquiror Entities;

(ii)                                  Orders of any Governmental Authority outstanding against any of the Acquiror Entities or any of their respective assets and properties;

(iii)                               outstanding Orders that adversely affect the ability of any of the Acquiror Entities to own, use or operate the assets or businesses of the Acquiror Entities as they are currently owned, used, operated and conducted by the Acquiror Entities; or

(iv)                              unsatisfied judgments, penalties or awards against or affecting any of the Acquiror Entities or any of their respective properties or assets.

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(b)                                 To the Knowledge of Acquiror, no event has occurred or circumstances exist that would reasonably be expected to give rise to, or serve as a basis for, any such Proceedings against any Acquiror Entity or any of their respective assets or properties.

Section 4.20                             Title to Property and Assets. Each of the Acquiror Entities has good and indefeasible title in fee simple to, or valid leasehold or other interests in, as applicable, all real and tangible personal property described in the Acquiror SEC Reports filed with or furnished to the SEC since December 31, 2016 as owned, leased or used and occupied by such Acquiror Entity, free and clear of all Encumbrances, except (a) as would not, individually or in the aggregate, reasonably be expected to have an Acquiror Material Adverse Effect or (b) as do not materially interfere with the use of such properties taken as a whole as they have been used in the past and are proposed to be used in the future as described in the Acquiror SEC Reports filed with or furnished to the SEC since December 31, 2016 or (c) Permitted Encumbrances.

Section 4.21                             Intellectual Property. Each of the Acquiror Entities, with respect to the assets owned by or licensed to the Acquiror Entities, owns or possesses adequate rights to use all Intellectual Property necessary for the conduct of their respective businesses in the manner and subject to such qualifications described in the Acquiror SEC Reports filed with or furnished to the SEC and has no reason to believe that the conduct of its business will conflict with, and has not received any notice of any claim of conflict with, any such rights of others, except as such conflict or lack of ownership or possession of rights would not, individually or in the aggregate, reasonably be expected to have an Acquiror Material Adverse Effect. To the Knowledge of Acquiror, (a) none of the Acquiror Entities nor the conduct of their respective businesses has infringed, misappropriated or violated any Intellectual Property of any Person and (b) no Person is infringing, misappropriating, or otherwise violating any Intellectual Property owned by an Acquiror Entity and material to their respective businesses, except, in each case, for such matters as would not, individually or in the aggregate, reasonably be expected to have an Acquiror Material Adverse Effect. Each of the Acquiror Entities has taken reasonable measures to protect the confidentiality of Trade Secrets and confidential information used in their respective businesses. In the past three years, there has been no failure, material substandard performance, or breach of any computer systems of any of the Acquiror Entities or their contractors that has caused any material disruption to their respective businesses and no Acquiror Entity has provided or been required to provide any notice to any Person regarding any unauthorized use or disclosure of any personal information collected or controlled by such Acquiror Entity.

Section 4.22                             Listing. The Acquiror Common Units are listed on the New York Stock Exchange (the “NYSE”).

Section 4.23                             Affiliate Transactions. Except as set forth on Schedule 4.23, neither the officers or directors of Acquiror GP, the officer or directors of the Acquiror Entities nor any of their respective Affiliates (a) is a party to any Contract with Acquiror GP or the Acquiror Entities or (b) owns or leases any material asset, property or right that is used by Acquiror GP or the Acquiror Entities.

Section 4.24                             Available Funds. As of the Execution Date, Acquiror has delivered to the Contributor Parties true, complete and correct copies of the fully executed commitment letter (together with all exhibits, schedules, annexes and amendments to such letter in effect as of the Execution Date, the “Commitment Letter”), fee letter (the “Fee Letter” and, together with the

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Commitment Letter, the “Debt Letters”, provided that the existence and/or amount of fees, flex provisions, pricing terms, pricing caps and other commercially sensitive terms specified in the Commitment Letter and the fee letter may be redacted) and Preferred Purchase Agreement, each executed in connection with the financing of the Closing Cash Consideration. As of the Execution Date, neither the Commitment Letter nor the Preferred Purchase Agreement has been amended or modified in any respect and the respective commitments therein have not been withdrawn or terminated. Subject to the terms and conditions of the Debt Letters, as of the Execution Date, assuming compliance by the Contributor Parties in all material respects with their covenants contained in Section 5.2 and Section 5.15 and assuming satisfaction of the conditions set forth in Section 6.1 and Section 6.2, Financing Sources party to the Commitment Letter have severally committed to provide debt financing in the amounts set forth therein for the purposes of funding, inter alia, the payment of the Closing Cash Consideration (such debt financing, including the offering of the “Notes” as contemplated by the Commitment Letter, the “Debt Financing” and, together with the issuance of preferred units interests of the Acquiror under the Preferred Purchase Agreement, the “Financing”).

ARTICLE V

COVENANTS

Section 5.1                                    Consummation of the Transaction.

(a)                                 Each Party shall, and shall cause its respective controlled Affiliates to, (i) make or cause to be made any required filings under the HSR Act and such other filings to the extent required of such Party or any of its controlled Affiliates under any Laws with respect to this Agreement and the other Transaction Documents as promptly as is reasonably practicable and, in the case of filings under the HSR Act, no later than ten Business Days after the Execution Date; (ii) cooperate with the other Party and furnish all information in such Party’s possession that is reasonably requested in connection with such other Party’s filings; (iii) without limiting Section 5.1(b), use all reasonable efforts to secure the expiration or termination of any applicable waiting period and clearance or approval by any relevant Governmental Authority with respect to this Agreement and the other Transaction Documents as promptly as is reasonably practicable; (iv) promptly inform the other Party of, and supply to such other Party, any communication (or other correspondence, submission or memoranda) from or to, and any proposed understanding or agreement with, any Governmental Authority in respect of such filings; (v) consult and cooperate with the other Party in connection with, and permit the other Party a reasonable opportunity to review in advance, and consider in good faith the other Party’s comments with respect to, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions, and other substantive oral or written communications or submissions proposed to be made or submitted by or on behalf of any Party in connection with all meetings, advocacy, actions, discussions, and proceedings with Governmental Authorities relating to such filings; (vi) comply as promptly as is reasonably practicable and with due regard to monitoring the confidentiality of information that the Parties have agreed would be commercially harmful to be publicly disclosed with any requests received by such Party or any of its controlled Affiliates under the HSR Act and any other Laws for information, documents, submissions or other materials; (vii) without limiting Section 5.1(b), use all reasonable efforts to respond to and resolve any objections as may be asserted by any Governmental Authority with respect to this Agreement and the other Transaction Documents;

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and (viii) use all reasonable efforts to contest and resist any action or proceeding instituted (or threatened in writing to be instituted) by any Governmental Authority challenging the transactions contemplated by this Agreement and the other Transaction Documents as violative of any Law.

(b)                                 For the avoidance of doubt, and notwithstanding anything to the contrary in this Agreement or the other Transaction Documents, Acquiror shall, and shall cause its Affiliates to, take any and all steps reasonably necessary to avoid or eliminate each and every impediment under any antitrust, competition or trade regulation Law that may be asserted by any Governmental Authority so as to enable the Parties to close the transactions contemplated by this Agreement as promptly as is reasonably practicable and in any event prior to the Outside Date, including by entering into or offering to enter into any agreement, consent order, or other arrangement requiring the divestiture, sale, license, other disposition, hold-separate, business limitation, or limitation on conduct, operation or governance of any assets or business of Acquiror or any of its Affiliates, or the Compression Group Entities, and any similar arrangement or undertaking (collectively, a “Remedial Action”) in connection with this Agreement, the other Transaction Documents or any of the transactions contemplated hereby or thereby; provided, however, that Acquiror and its Affiliates shall not be obligated to undertake any Remedial Action that impacts business or assets that either individually or in the aggregate generated calendar year 2017 revenues exceeding $50,000,000; and provided, further, that the consummation of any Remedial Action shall be conditioned upon the consummation of the transactions contemplated by this Agreement.

(c)                                  Subject to applicable Law relating to the exchange of information, the Contributor Parties and Acquiror shall each have the right to review in advance, and shall consult with the other in connection with, all of the information relating to the Contributor Parties or Acquiror, as the case may be, and any of their respective Affiliates, that appears in any written materials submitted to any Governmental Authority in connection with the transactions contemplated by this Agreement; provided, however, that materials provided to the other party or its outside counsel may be redacted to remove references concerning the valuation of the Contributor Parties or Acquiror, as the case may be, and any of their respective Affiliates, or as necessary to address reasonable privilege concerns. If a Party or any of its Affiliates intends to participate in any meeting or discussion with any Governmental Authority with respect to filings made with the Governmental Authority, it shall give the other Party reasonable prior notice of, and an opportunity to attend and participate in, such meeting or discussion.

Section 5.2                                    Conduct of the Compression Business.

(a)                                 From the Execution Date through the Closing, except as (w) permitted or required by the other terms of this Agreement, (x) described in Schedule 5.2(a), (y) consented to or approved in writing by Acquiror (which shall not be unreasonably withheld, conditioned or delayed), or (z) required by applicable Law, the Contributor Parties shall (solely with respect to the Compression Group Entities and the Compression Business), and shall cause their Affiliates (solely with respect to the Compression Group Entities and the Compression Business) and each Compression Group Entity to:

(i)                                     conduct the Compression Business in the ordinary course of business consistent with past practice in all material respects, including discharging accounts payable of the Compression Group Entities and the Compression Business in the ordinary course consistent with past practice;

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(ii)                                  use commercially reasonable efforts to preserve intact the goodwill and relationships with customers, suppliers and others having business dealings with respect to the Compression Business;

(iii)                               comply in all material respects with all applicable Laws relating to the Compression Group Entities and the Compression Business, including by filing timely and complete applications for issuance and/or renewal of all material Permits required by applicable Laws including Environmental Laws; and

(iv)                              use commercially reasonable efforts to maintain in full force without interruption the present insurance policies or comparable insurance coverage of the Compression Business.

(b)                                 Without limiting the generality of Section 5.2(a), from the Execution Date through the Closing, except as (v) permitted or required by the other terms of this Agreement, (w) contemplated by the Transactions, (x) described in Schedule 5.2(b), (y) consented to or approved in writing by Acquiror (which shall not be unreasonably withheld, conditioned or delayed), or (z) required by applicable Law, the Contributor Parties shall not (solely with respect to the Compression Group Entities and the Compression Business), and shall cause their Affiliates (solely with respect to the Compression Group Entities and the Compression Business) and each Compression Group Entity not to, take any of the following actions:

(i)                                     make any change or amendment to their respective Organizational Documents;

(ii)                                  cause or permit any Compression Group Entity to purchase any securities or ownership interests of, or make any investment in any Person;

(iii)                               cause or permit any Compression Group Entity to make any individual capital expenditure in excess of $5,000,000, other than (A) pursuant to the Compression Group Budget or contractual obligations entered into prior to the Execution Date to the extent such contractual obligations are disclosed pursuant to this Agreement or the Unaudited Financial Statements or (B) as required on an emergency basis for the protection and safety of individuals or the Environment from imminent harm;

(iv)                              cause or permit any Compression Group Entity to split, combine or reclassify any of its Interests;

(v)                                 cause or permit any Compression Group Entity to issue or authorize the issuance of any Interests in any Compression Group Entity of any other securities in respect of, in lieu of or in substitution for, Interests in such Compression Group Entity;

(vi)                              cause or permit any Compression Group Entity to declare, set aside or pay any dividend or distribution (other than cash dividends or distributions) to any Person;

(vii)                           repurchase, redeem or otherwise acquire any Interests in such Compression Group Entity or any securities convertible into or exercisable for any such Interests;

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(viii)                        cause or permit any Compression Group Entity to issue, deliver, sell, pledge or dispose of, or authorize the issuance, delivery, sale, pledge or disposition of, any (A) equity securities of any class of such Compression Group Entity, (B) debt securities of such Compression Group Entity having the right to vote on any matters on which holders of capital stock or members of such Compression Group Entity may vote or (C) securities convertible into or exercisable for, or any rights, warrants, calls or options to acquire, any such securities of such Compression Group Entity;

(ix)                              cause or permit any Compression Group Entity, other than in the ordinary course of business consistent with past practice or as otherwise permitted under Section 5.2(b)(iii), to acquire, sell, lease, transfer or otherwise dispose of, directly or indirectly, any assets with a value exceeding $500,000 individually, or $5,000,000 in the aggregate;

(x)                                 cause or permit any Compression Group Entity to (A) create, incur or otherwise become liable or responsible for any Debt, (B) make any loans, advances or capital contributions to, or investments in (other than ordinary course loans, advances or capital contributions or investments consistent with the cash management policies of such Compression Group Entity), any other Person (other than receivables incurred in the ordinary course of business consistent with past practice) or (C) mortgage or pledge any of its material assets, tangible or intangible, or create any Encumbrances thereupon other than Permitted Encumbrances;

(xi)                              cause or permit any Compression Group Entity to terminate, materially amend or grant any waiver of any term under, or give any consent with respect to, any Material Contract, or enter into any Contract that would be a Material Contract if in effect on the Execution Date, in each case except in the ordinary course of business consistent with past practice;

(xii)                           enter into any purchase commitment providing for the payment by any Compression Group Entity of more than $10,000,000 during the life of such purchase commitment;

(xiii)                        (A) terminate any agreement with a Major Customer or a Major Supplier or (B) modify or amend any agreement with a Major Customer or a Major Supplier. In the case of clause (B), only to the extent such modification or amendment would (1) decrease the revenue payable by a Major Customer pursuant to such agreement, (2) modify the discounts set forth in such agreement, (3) reduce the term of any such agreement as in effect on the Execution Date or (4) cause any agreement with a Major Customer not to generate qualifying income under Section 7704 of the Code;

(xiv)                       cause or permit any Compression Group Entity to enter into any joint venture or similar arrangement with a Third Party;

(xv)                          (A) settle any claims, demands, lawsuits or state or federal regulatory or administrative proceedings involving any Compression Group Entity or the Compression Business for damages payable by such Compression Group Entity to the extent such settlements assess damages in excess of $1,000,000 in the aggregate (other than any claims, demands, lawsuits or proceedings to the extent insured (net of deductibles), fully reserved against in the Unaudited Financial Statements or covered by an indemnity obligation not subject to dispute

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or adjustment from a solvent indemnitor) or (B) settle any claims, demands, lawsuits or state or federal regulatory or administrative proceedings involving such Compression Group Entity or the Compression Business seeking an injunction or other equitable relief against such Compression Group Entity;

(xvi)                       cause or permit any Compression Group Entity to make or change any material election in respect of Taxes, adopt or change any accounting method in respect of Taxes, file any amendment to a federal, state or foreign Tax Return or any other material Tax Return, enter into any material Tax sharing or similar agreement or closing agreement, settle any claim or assessment in respect of Taxes, or consent to any extension or waiver of the limitation period applicable to any claim or assessment in respect of Taxes or enter into any intercompany transactions giving rise to deferred gain or loss of any kind;

(xvii)                    cancel or terminate any Compression Business Insurance Policies or allow such Compression Business Insurance Policies to lapse, unless simultaneously with such termination, cancellation or lapse, replacement policies underwritten by insurance or re-insurance companies of nationally recognized standing provide coverage equal to or greater than the coverage under the cancelled, terminated or lapsed policies for substantially similar premiums are in full force and effect;

(xviii)                 transfer, assign, exclusively license, abandon, permit to lapse, or otherwise dispose of any Intellectual Property that is, individually or in the aggregate, material to the Compression Business or any Compression Group Entity;

(xix)                       cause or permit any Compression Group Entity to, except as otherwise expressly permitted by this Section 5.2, merge with or into, or consolidate with, any other Person or acquire any material assets, properties or business of any other Person;

(xx)                          cause or permit any Compression Group Entity to take any action with respect to or in contemplation of any liquidation, dissolution, recapitalization, conversion, transfer, reorganization or other winding up;

(xxi)                       change or modify any Compression Group Entity accounting policy, except as required by GAAP, applicable regulatory authorities or independent accountants;

(xxii)                    except in the ordinary course of business or as required by the terms of an existing Contributor Employee Benefit Plan, make any material modifications of the salaries, wages, bonuses or other compensation (including equity awards and other incentive compensation) payable to any Subject Employee, including vesting and payment terms related to the foregoing, or, with respect to any Compression Group Entity, adopt any Contributor Employee Benefit Plan, or, with respect to the Contributor Parties and their respective Affiliates (other than the Compression Group Entities), adopt any new material, or make any material amendment to any existing, Contributor Employee Benefit Plan; provided, however, that nothing in this Section 5.2(b)(xxii) shall restrict (1) the payment of any bonuses or other incentive payments accrued for periods prior to the Closing Date or (2) the granting of equity or equity-based awards to any Subject Employee in the ordinary course of business consistent with past practice or (3) the amendment of

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any ETP severance plan or arrangement in a manner that reduces the aggregate severance payments and benefits that may become payable thereunder to the Subject Employees;

(xxiii)                 enter into a collective bargaining agreement or other Contract with a labor union with respect to a Subject Employee;

(xxiv)                except in the ordinary course of business consistent with past practice, (A) transfer the employment of any Subject Employee outside of the Compression Business, (B) terminate the employment of a Subject Employee other than for cause or in accordance with Section 5.18 of this Agreement (including, with respect to a termination in accordance with Section 5.18, after Acquiror fails to make a Qualifying Offer to such Subject Employee) or (C) hire or retain any individual who would be a Subject Employee (unless such hiring or retention is (1) to replace a Subject Employee whose employment has ended, or (2) of a Subject Employee to whom Acquiror has made an offer of employment that does not constitute a Qualifying Offer);

(xxv)                   take any action which would adversely affect, or impede or impair, the ability of the Parties hereto, or any of the actual or contemplated parties to any other Transaction Document, to consummate the transactions contemplated hereby or thereby; or

(xxvi)                agree or commit to take any of the actions prohibited by this Section 5.2(b).

Section 5.3                                    Conduct of Acquiror’s Business.

(a)                                 From the Execution Date through the Closing, except as (w) permitted or required by the other terms of this Agreement, (x) described in Schedule 5.3, (y) consented to or approved in writing by ETP, on behalf of the Contributor Parties (which shall not be unreasonably withheld, conditioned or delayed), or (z) required by applicable Law, Acquiror shall, and shall cause its Subsidiaries to:

(i)                                     conduct its business in the ordinary course of business consistent with past practice in all material respects;

(ii)                                  pay all bonuses to Acquiror Subject Employees as such amounts become due and payable in the ordinary course of business consistent with past practice;

(iii)                               use commercially reasonable efforts to preserve intact the goodwill and relationships with customers, suppliers and others having business dealings with respect to its business; and

(iv)                              comply in all material respects with all applicable Laws relating to Acquiror, its Subsidiaries or their respective businesses, including by filing timely and complete applications for issuance and/or renewal of all material Permits required by applicable Laws including Environmental Laws.

(b)                                 From the Execution Date through the Closing, except as (v) permitted or required by the other terms of this Agreement, (w) contemplated by the Transactions, (x) described

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in Schedule 5.3, (y) consented to or approved in writing by ETP, on behalf of the Contributor Parties (which shall not be unreasonably withheld, conditioned or delayed), or (z) required by applicable Law, Acquiror shall not, and shall cause its Subsidiaries not to:

(i)                                     make any material change or amendment to the Organizational Documents of any Acquiror Entity;

(ii)                                  create, incur, guarantee or assume any indebtedness for borrowed money other than borrowings as contemplated by the Acquiror Budget;

(iii)                               make any capital expenditure, except for (A) expenditures contemplated by the Acquiror Budget (up to the aggregate annual expenditures reflected in the Acquiror Budget and regardless of the fiscal quarter any such capital expenditure is made) or (B) as required on an emergency basis for the safety and protection of individuals the Environment from imminent harm;

(iv)                              split, combine or reclassify any equity securities or limited liability company or partnership interests of any Acquiror Entity;

(v)                                 issue or authorize the issuance of any Interests in any Acquiror Entity or any other securities in respect of, in lieu of or in substitution for, Interests in any Acquiror Entity (other than (A) issuances pursuant to outstanding Phantom Units in existence on the Execution Date under the Acquiror LTIP; (B) grants of Phantom Units pursuant to the Acquiror LTIP to current employees as approved by the board of directors of Acquiror GP in the ordinary course of business consistent with past practice prior to the Execution Date; and (C) issuances pursuant to the Acquiror DRIP);

(vi)                              issue, deliver or sell or authorize or propose the issuance, delivery or sale of, any of its equity securities or limited liability company or partnership interests or securities convertible into its equity securities, limited liability company or partnership interests, or subscriptions, rights, warrants or options to acquire or other agreements or commitments of any character obligating it to issue any such securities (other than (A) issuances pursuant to outstanding Phantom Units in existence on the Execution Date under the Acquiror LTIP, which Phantom Units vest and become payable prior to the Closing Date in accordance with the vesting applicable to such Phantom Units (including any accelerated vesting specified in the terms of the award agreement pursuant to which such Phantom Units were granted (the “Phantom Unit Award Agreement”) but excluding any discretionary vesting permitted by the terms of the Acquiror LTIP or the applicable Phantom Unit Award Agreement); (B) grants of Phantom Units pursuant to the Acquiror LTIP to current employees as approved by the board of directors of Acquirer GP in the ordinary course of business consistent with past practice prior to the Execution Date; and (C) issuances pursuant to the Acquiror DRIP);

(vii)                           declare or pay any distributions in respect of any Interests in any Acquiror Entity, except in the case of Acquiror, the declaration and payment of regular quarterly distributions of available cash from operating surplus plus any corresponding distribution on the Acquiror GP Interests and Acquiror IDRs as set forth on Schedule 5.3;

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(viii)                        repurchase, redeem or otherwise acquire Interests in any Acquiror Entity or any securities convertible into or exercisable for any such Interests (other than the settlement for cash of outstanding Phantom Units in existence on the Execution Date);

(ix)                              merge with or into, or consolidate with, any other Person or acquire the business or assets of any other Person, other than for acquisitions by any Acquiror Entity in the ordinary course of business and with an aggregate value not exceeding the amount of capital expenditures allotted to acquisitions by the Acquiror Entities contemplated by the Acquiror Budget;

(x)                                 sell, lease, transfer or otherwise dispose of, directly or indirectly, any assets, except for sales (A) pursuant to a binding agreement in effect as of the Execution Date and set forth on Schedule 5.3, (B) by the Acquiror Entities in the ordinary course of business or (C) of obsolete or immaterial assets;

(xi)                              change or modify any material accounting policies, except as required by GAAP, applicable regulatory authorities or independent accountants;

(xii)                           except in the ordinary course of business or as required by the terms of an existing Acquiror Employee Benefit Plan, make any material modifications of the salaries, wages, bonuses or other compensation (including equity awards and other incentive compensation) payable to any Acquiror Subject Employee, including vesting and payment terms related to the foregoing, or, with respect to the Acquiror GP or any Acquiror Entity, adopt any new material, or make any material amendment to any existing, Acquiror Employee Benefit Plan; provided, however, that nothing in this Section 5.3(b)(xii) shall restrict (1) the payment of any bonuses or other incentive payments accrued for periods prior to the Closing Date or (2) the granting of equity or equity-based awards in the ordinary course of business consistent with past practice;

(xiii)                        enter into any collective bargaining agreement or other Contract with a labor union with respect to a Acquiror Subject Employee,

(xiv)                       except in the ordinary course of business consistent with past practice or as required by Law, (A) transfer the employment of any Acquiror Subject Employee other than to an Affiliate of Acquiror, (B) terminate the employment of a Acquiror Subject Employee other than for cause, or (C) hire or retain any individual who would be an Acquiror Subject Employee (unless such hiring or retention is to replace an Acquiror Subject Employee whose employment has ended);

(xv)                          make or change any material election in respect of Taxes, adopt or change any material accounting method in respect of Taxes, file any material amendment to a federal, state or foreign Tax Return or any other material Tax Return, enter into any material Tax sharing or similar agreement or closing agreement, settle any material claim or assessment in respect of Taxes, or consent to any material extension or waiver of the limitation period applicable to any claim or assessment in respect of Taxes;

(xvi)                       take any action with respect to or in contemplation of any liquidation, dissolution, recapitalization, conversion, transfer, reorganization or winding up; or

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(xvii)                    agree to do any of the foregoing.

Section 5.4                                    Further Assurances; Cooperation. Subject to the terms and conditions of this Agreement, each Party will use its commercially reasonable efforts to take, or cause to be taken, all action, and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws to consummate and make effective the sale of the Subject Interests pursuant to this Agreement, including commercially reasonable efforts to ensure satisfaction of the conditions precedent to each Party’s obligations hereunder including, as may be required, executing and filing any notices, submissions, applications or related documents in connection with the transfer of, or notification under any Permits required by applicable Laws including Environmental Laws. Neither Party will, without the prior written consent of the other Party, take or fail to take any action that would reasonably be expected to prevent or materially impede, interfere with or delay the transactions contemplated by this Agreement. From time to time after the Closing Date, without further consideration, each Party will, at its own expense, execute and deliver such documents to the other Party as the other Party may reasonably request in order to more effectively consummate the sale and purchase of the Subject Interests hereunder.

Section 5.5                                    Public Statements. The Parties shall consult with each other prior to issuing any public announcement, statement or other disclosure with respect to the Transaction Documents or the transactions contemplated thereby and, except as required by Law, including applicable regulatory authority or applicable stock exchange rule, none of Acquiror and its Affiliates, on the one hand, nor the Contributor Parties, the Compression Group Entities and their respective Affiliates, on the other hand, shall issue any such public announcement, statement or other disclosure without having first notified Acquiror, on the one hand, or the Contributor Parties, on the other hand, and provided such Party with, if legally permitted and practically possible, a reasonable time period to review and comment thereon.

Section 5.6                                    Confidential Information.

(a)                                 For two years after the Closing:

(i)                                     The Contributor Parties and their respective Affiliates shall not, directly or indirectly, disclose to any Person any information not in the public domain or generally known in the industry, in any form, whether acquired prior to or after the Closing Date, relating to the business and operations of the Compression Group Entities; and

(ii)                                  Acquiror and its Affiliates shall not, directly or indirectly, disclose to any Person any information not in the public domain or generally known in the industry, in any form, whether acquired prior to or after the Closing Date, relating to the Contributor Parties.

(b)                                 Notwithstanding the foregoing, the Contributor Parties and their respective Affiliates may disclose any information relating to the business and operations of the Compression Group Entities, and Acquiror and its Affiliates may disclose any information relating to the Contributor Parties, in each case:

(i)                                     if required by Law, including applicable regulatory authority or applicable stock exchange rule or if contemplated by the requirements set forth herein;

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(ii)                                  to such other Persons if, at the time such information is provided, such Person is already in the possession of such information; or

(iii)                               if required in connection with a Claim under Article VII.

Section 5.7                                    Resignations. At or prior to the Closing, the Contributor Parties shall cause the officers and directors of each Compression Group Entity, as applicable, that have been designated in writing by Acquiror at least three (3) Business Days prior to the Closing (the “Resigning Directors and Officers”), to resign or be removed from the officer and director positions indicated in such notification.

Section 5.8                                    Equity Consideration; Legends. ETP agrees to the recording, so long as the restrictions described in the legend are applicable, of the following legend on any book-entry notation or certificate evidencing all or any portion of any Acquiror Common Units or Acquiror Class B Units constituting the Equity Consideration:

THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND ARE SUBJECT TO THE TERMS OF THE SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF USA COMPRESSION PARTNERS, LP, AS MAY BE FURTHER AMENDED. THE HOLDER OF THIS SECURITY ACKNOWLEDGES FOR THE BENEFIT OF USA COMPRESSION PARTNERS, LP THAT THIS SECURITY MAY NOT BE SOLD, OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED IF SUCH TRANSFER WOULD (A) VIOLATE THE THEN APPLICABLE FEDERAL OR STATE SECURITIES LAWS OR RULES AND REGULATIONS OF THE SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION OR ANY OTHER GOVERNMENTAL AUTHORITY WITH JURISDICTION OVER SUCH TRANSFER, (B) TERMINATE THE EXISTENCE OR QUALIFICATION OF USA COMPRESSION PARTNERS, LP UNDER THE LAWS OF THE STATE OF DELAWARE, OR (C) CAUSE USA COMPRESSION PARTNERS, LP TO BE TREATED AS AN ASSOCIATION TAXABLE AS A CORPORATION OR OTHERWISE TO BE TAXED AS AN ENTITY FOR U.S. FEDERAL INCOME TAX PURPOSES (TO THE EXTENT NOT ALREADY SO TREATED OR TAXED). USA COMPRESSION GP, LLC, THE GENERAL PARTNER OF USA COMPRESSION PARTNERS, LP, MAY IMPOSE ADDITIONAL RESTRICTIONS ON THE TRANSFER OF THIS SECURITY IF IT RECEIVES AN OPINION OF COUNSEL THAT SUCH RESTRICTIONS ARE NECESSARY TO AVOID A SIGNIFICANT RISK OF USA COMPRESSION PARTNERS, LP BECOMING TAXABLE AS A CORPORATION OR OTHERWISE BECOMING TAXABLE AS AN ENTITY FOR U.S. FEDERAL INCOME TAX PURPOSES.

Section 5.9                                    Retained Names and Marks.

(a)                                 Acquiror hereby acknowledges that all right, title and interest in and to the “ENERGY TRANSFER PARTNERS” and “ENERGY TRANSFER” names, together with all variations and acronyms thereof and all trademarks, service marks, Internet domain names, trade

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names, trade dress, company names and other identifiers of source or goodwill containing, incorporating or associated with any of the foregoing (collectively, the “Retained Names and Marks”) are owned exclusively by the Contributor Parties or their respective Affiliates, and that, except as expressly set forth in this Agreement, any and all right of Acquiror or the Compression Group Entities to use the Retained Names and Marks shall terminate as of the Closing and shall immediately revert to the Contributor Parties, along with any and all goodwill associated therewith. Acquiror further acknowledges that none of Acquiror, the Compression Group Entities or their respective Subsidiaries shall have any rights, or is acquiring any rights, to use the Retained Names and Marks, except for the rights expressly provided herein.

(b)                                 Acquiror agrees that, except as otherwise contemplated by this Agreement, the Contributor Parties shall have no responsibility for claims by third parties arising out of, or relating to, the use by Acquiror, the Compression Group Entities or any of their respective Affiliates of any Retained Names and Marks after the Closing except for any claims that the Retained Names and Marks infringe the Intellectual Property rights of any Third Party. In addition to any and all other available remedies, Acquiror shall indemnify and hold harmless the Contributor Parties and their respective officers, directors, employees, agents, successors and assigns, from and against any and all such claims that may arise out of the use of the Retained Names and Marks by Acquiror, the Compression Group Entities or any of their respective Affiliates (i) in accordance with the terms and conditions of this Section 5.9, other than such claims that the Retained Names and Marks infringe the Intellectual Property rights of any Third Party; or (ii) in violation of or outside the scope permitted by this Section 5.9. Notwithstanding anything in this Agreement to the contrary, Acquiror hereby acknowledges that in the event of any breach or threatened breach of this Section 5.9, the Contributor Parties, in addition to any other remedies available to them, shall be entitled to a preliminary injunction, temporary restraining order or other equivalent relief restraining Acquiror, the Compression Group Entities or any of their respective Affiliates from any such breach or threatened breach.

(c)                                  Notwithstanding anything to the contrary in this Agreement, Acquiror shall have the right to: (i) keep records and other historical or archived documents containing or referencing the Retained Names and Marks, and (ii) refer to the historical fact that the Compression Business was previously conducted under the Retained Names and Marks; provided, however, that with respect to any such reference, Acquiror shall not use the Retained Names and Marks to promote any products or services and Acquiror shall make explicit that the Compression Group Entities are no longer affiliated with Contributor Parties.

Section 5.10                             Post-Closing Access; Records. From and after the Closing, Acquiror and its Affiliates shall make or cause to be made available to the Contributor Parties all books, records, Tax Returns and documents of the Compression Group Entities (and the reasonable assistance of employees responsible for such books, records and documents) upon reasonable notice during regular business hours as may be reasonably necessary for (a) investigating, settling, preparing for the defense or prosecution of, defending or prosecuting any Proceeding, (b) preparing reports to unitholders and Governmental Authorities or (c) such other purposes for which access to such documents is determined by the Contributor Parties to be reasonably necessary, including preparing and delivering any accounting or other statement provided for under this Agreement or otherwise, preparing Tax Returns, pursuing Tax refunds or responding to or disputing any Tax audit, or the determination of any matter relating to the rights and obligations of the Contributor

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Parties or any of their respective Affiliates under any Transaction Documents; provided, however, that access to such books, records, documents and employees shall not either reasonably jeopardize any applicable privilege or protection against disclosure, or interfere with the normal operations of Acquiror, its Affiliates and the Compression Group Entities and the reasonable out-of-pocket expenses of Acquiror, its Affiliates and the Compression Group Entities incurred in connection therewith shall be paid by ETP. Acquiror shall cause the Compression Group Entities to maintain and preserve all such Tax Returns, books, records and other documents for the greater of (i) 6 years after the Closing Date and (ii) any applicable statutory or regulatory retention period, as the same may be extended and, in each case, shall offer to transfer such records to the Contributor Parties at the end of any such period.

Section 5.11                             Exclusivity. Prior to the earlier of the Closing or the termination of this Agreement, the Contributor Parties shall not, and shall not permit their Affiliates and its and their directors, officers, employees, investment bankers, financial advisors, representatives or agents to, directly or indirectly, (a) discuss, encourage, negotiate, undertake, initiate, authorize, recommend, propose or enter into, any transaction involving any sale, lease, license, exchange, mortgage, transfer or other disposition, in a single transaction or series of related transactions, of all or a portion of the Subject Interests or the Compression Business, whether by merger, consolidation, business combination, purchase or sale of equity interests or other securities, purchase or sale of assets, reorganization or recapitalization, loan, issuance of equity interests or other securities or any other transaction, except for the transactions contemplated by the Transaction Documents (an “Acquisition Transaction”), (b) knowingly facilitate, encourage, solicit or initiate discussions, negotiations or submissions of proposals or offers in respect of an Acquisition Transaction, (c) furnish or cause to be furnished, to any Person, any nonpublic information concerning the Subject Interests or the Compression Business in connection with an Acquisition Transaction or (d) otherwise cooperate in any way with, or assist or participate in, knowingly facilitate or encourage, any effort or attempt by any other Person to do or seek any of the foregoing. Upon the execution of this Agreement, the Contributor Parties shall, and shall cause their Affiliates and its and their respective directors, officers, employees, investment bankers, financial advisors, representatives and agents to, immediately cease and cause to be terminated any existing discussions or negotiations with any Persons (other than Acquiror) conducted heretofore with respect to any Acquisition Transaction.

Section 5.12                             Tax Matters.

(a)                                 Tax Returns.

(i)                                     Acquiror shall prepare or cause to be prepared and timely file or cause to be timely filed all Tax Returns required to be filed by the Compression Group Entities for any Straddle Period and any Pre-Closing Tax Period that are due after the Closing Date. Such Tax Returns shall be prepared in a manner consistent with the past practices of the Compression Group Entities, except to the extent required by applicable Law. Acquiror shall provide the Contributor Parties a copy of the draft of such Tax Returns (including the allocation of the Taxes with respect to any Straddle Period) for review not later than fifteen (15) days before the due date for filing such Tax Returns (including extensions). Acquiror shall reflect any reasonable comment that a Contributor Party submits to Acquiror no less than five (5) Business Days prior to the due date of any such Pre-Closing Tax Period Tax Return. Acquiror shall consider in good faith any comment

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that a Contributor Party submits to Acquiror no less than five (5) Business Days prior to the due date of any such Straddle Period Tax Return. Except for Transfer Taxes, responsibility for which shall be allocated pursuant to Section 5.12(c), the Contributor Parties shall pay the Taxes due with respect to such Tax Returns to the extent such Taxes are for a Pre-Closing Tax Period, except to the extent such Taxes are included as a current liability in the calculation of Closing Date Net Working Capital or arise from the operations of or transactions by the Compression Group Entities after the Closing.

(ii)                                  Acquiror shall not (and shall neither cause nor permit the Compression Group Entities to) file, amend, re-file or otherwise modify any Tax Return previously filed with any Tax Authority relating in whole or part to the Compression Group Entities with respect to any Pre-Closing Tax Period without the written consent of a Contributor Party, which consent shall not be unreasonably withheld.

(b)                                 Tax Allocation.

(i)                                     With respect to the Compression Group Entities and the assets of the Compression Group Entities, the Contributor Parties shall be allocated and bear all Taxes attributable to any Pre-Closing Tax Period and Acquiror shall be allocated and bear all Taxes attributable to any Tax period or portion thereof beginning after the Closing Date. The Contributor Parties shall defend, indemnify and hold Acquiror harmless from and against and be liable for all Liability arising out of or related to any and all Taxes (or the non-payment thereof) (1) of or with respect to the Compression Group Entities or the assets of the Compression Group Entities for all Pre-Closing Tax Periods, (2) attributable to any failure to comply with any covenant or agreement of the Contributor Parties (including any obligation to cause any of the Compression Group Entities to take, or refrain from taking, any action under this Agreement), (3) as a result of any Compression Group Entity (or any predecessor of any Compression Group Entity) being a member of an affiliated, consolidated, combined or unitary group prior to the Closing Date, including pursuant to Treasury Regulations Section 1.1502-6 or any analogous or similar state, local or foreign law or regulation, and (4) of any Person imposed on any of the Compression Group Entities for any period as a transferee or successor with respect to a transaction occurring before the Closing Date, by applicable Law, contract or otherwise; provided however, notwithstanding anything in this Agreement to the contrary, the Contributor Parties shall not be required to defend, indemnify or hold Acquiror harmless from or against or be liable for (x) Taxes that are included as a current liability in the calculation of Closing Date Net Working Capital, or (y) Transfer Taxes allocable to Acquiror pursuant to Section 5.12(c).

(ii)                                  In the case of any Straddle Period, the amount of any Taxes based on or measured by income, gain, profits, receipts, employment, social security, payroll, sales, use, or other transaction-based Taxes of the Compression Group Entities for the portion of the Straddle Period ending on the Closing Date shall be determined based on a closing of the books as of the close of business on the Closing Date, and the amount of other Taxes of the Compression Group Entities for a Straddle Period that relates to the portion of the Straddle Period ending on the Closing Date shall be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction the numerator of which is the number of days in the taxable period up to and including the Closing Date and the denominator of which is the number of days in such Straddle Period and the

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balance of such Taxes shall be attributable to the portion of the Straddle Period after the Closing Date.

(c)                                  Transfer Taxes. All transfer, documentary, sales, use, stamp, registration and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement (“Transfer Taxes”) shall be borne 50% by the Contributor Parties and 50% by Acquiror, and Acquiror and the Contributor Parties shall, at their own expense, file all necessary Tax Returns and other documentation with respect to such Transfer Taxes, and, if required by applicable law, the Parties agree to join in the execution of any such Tax Return and other documentation.

(d)                                 Tax Refunds. Notwithstanding anything to the contrary in this Agreement, to the extent that Acquiror or any of the Compression Group Entities receives any Tax refund or Tax credit relating to or attributable to a Pre-Closing Tax Period, Acquiror shall immediately pay such amount to the Contributor Parties to the extent the Base Cash Consideration has not been increased pursuant to Section 2.4 on account thereof. The amount of any refunds of Taxes of any of the Compression Group Entities for any Tax period beginning after the Closing Date shall be for the account of Acquiror. The amount of any refund of Taxes of any of the Compression Group Entities for any Straddle Period shall be equitably apportioned between Acquiror and the Contributor Parties in accordance with the principles set forth in Section 5.12(b). Each Party shall forward, and shall cause its Affiliates to forward, to the Party entitled to receive a refund of Tax pursuant to this Section 5.12(d) the amount of such refund within 30 days after such refund is received, net any reasonable costs or expenses incurred by such party or its Affiliates in procuring such refund. Upon the reasonable request of a Contributor Party, and at such Contributor Party’s expense, Acquiror shall cause the Compression Group Entities to file a claim for refund or credit of any Taxes, including through the filing of amended Tax Returns or otherwise, relating to such companies or their assets or operations for any Pre-Closing Tax Period in such form as such Contributor Party may reasonably request; provided that Acquiror shall not be required to cause the Compression Group Entities to file any such claim, if such filing would result in any liability or unreimbursed cost (including any increased Taxes) to Acquiror.

(e)                                  Cooperation. Prior to the destruction or discarding of any books and records with respect to Tax matters pertinent to the Contributor Parties relating to any taxable period beginning on or before the Closing Date, each Party shall give the other Party reasonable written notice and, if the other Party so requests, shall itself allow the other Party to take, possession of such books and records. Acquiror and the Contributor Parties further agree, upon request, to use their reasonable best efforts to obtain any certificate or other document from any Governmental Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed on the Contributor Parties or Acquiror as a result of the transactions contemplated hereby or for any taxable period of the Contributor beginning on or before the Closing Date.

(f)                                   Election. Acquiror shall make, or shall cause to be made, for the taxable year in which the Closing Date occurs, an election under Section 168(k)(7) of the Code with respect to the class or classes of property to which the assets of the Compression Group Entities belong; provided, however, that ETP may, in its sole discretion, consent to permit Acquiror to not make the election described in this Section 5.12(f).

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Section 5.13                             NYSE Listing. Acquiror shall use its reasonable best efforts to cause (a) the Acquiror Common Units constituting a portion of the Equity Consideration and (b) the Acquiror Class B Conversion Units to be approved for listing on the NYSE, subject to official notice of issuance, prior to the Closing Date.

Section 5.14                             Financial Statements.

(a)                                 The Contributor Parties shall, as promptly as practicable following any request of Acquiror from time to time prior to Closing, prepare and deliver to Acquiror any annual or interim financial statements that will be required of Acquiror by the SEC in connection with reports, registration statements and other filings to be made by Acquiror with respect to the Compression Group Entities and the Compression Business with the SEC pursuant to the Securities Act or the Exchange Act (such annual and interim financial statements, the “Special Financial Statements”). The Contributor Parties (i) shall cooperate with and permit Acquiror to reasonably participate in the preparation of the Special Financial Statements and (ii) shall provide Acquiror and its representatives with reasonable access to the personnel of the Contributor Parties and the Compression Group Entities who engage in the preparation of the Special Financial Statements.

(b)                                 The Contributor Parties and the Compression Group Entities, as applicable, shall execute and promptly deliver or cause to be executed and delivered to the Acquiror Accounting Firm and the ETP Accounting Firm such representation letters, in form and substance customary for representation letters provided to external audit firms by management of ETP (if the financial statements are the subject of an audit or are the subject of a review pursuant to Statement of Accounting Standards 100 (Interim Financial Information)), as may be reasonably requested by the Acquiror Accounting Firm or the ETP Accounting Firm with respect to the Special Financial Statements. Acquiror agrees that to the extent any such representation letter is delivered by the management of any Contributor Party or Compression Group Entity, or on such management’s behalf, Acquiror shall indemnify and hold harmless such management and provide a defense for management with regard to the execution, delivery or any other action related to the provision of such representation letters to the same extent as any executive officer or director of Acquiror would be indemnified had they performed such action.

(c)                                  The Contributor Parties shall use their reasonable best efforts to cause the ETP Accounting Firm to provide its written consent for the use of any audit reports with respect to the Special Financial Statements in reports, registration statements or other documents filed by Acquiror under the Exchange Act or the Securities Act, as necessary.

(d)                                 The Contributor Parties shall use all reasonable efforts to cooperate with Acquiror in connection with the preparation by Acquiror of any pro forma financial statements of Acquiror that are derived in part from the financial statements of the Compression Group Entities that Acquiror reasonably determines are required to be included or incorporated by reference in any registration statement, report or other filing of Acquiror to satisfy any rule or regulation of the SEC or to satisfy relevant disclosure obligations under the Securities Act or the Exchange Act.

(e)                                  The Contributor Parties and the Compression Group Entities shall provide access to their books and records as may be reasonably necessary for Acquiror or any of its counsel, financial advisors, auditors and other authorized representatives to conduct customary due

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diligence with respect to any Special Financial Statements in connection with any offering of securities by Acquiror or to enable an accounting firm to prepare and deliver a customary comfort letter with respect to the Special Financial Statements.

(f)                                   Without limiting the foregoing provisions of this Section 5.14, from and after the Closing, the Contributor Parties will at Acquiror’s sole expense take such further actions as are reasonably requested by Acquiror, to assist Acquiror in the preparation of any financial statements that will be required of Acquiror by the SEC in connection with reports, registration statements and other filings to be made by Acquiror with respect to the Compression Group Entities and the Compression Business with the SEC pursuant to the Securities Act or the Exchange Act.

Section 5.15                             Financing.

(a)                                 Prior to the Closing, each of Acquiror and the Contributor Parties shall cooperate, and shall use their reasonable best efforts to cause their respective officers, employees, auditors, and advisors, including legal and accounting advisors, to cooperate in connection with arranging, obtaining and syndicating the Financing or any other financing that may be arranged by Acquiror (together with the Financing, the “Acquisition Financing”, and the sources of the Acquisition Financing, including any entities that have committed to provide or otherwise entered into agreements in connection with the Financing, including the banks party to the Debt Letters or any related engagement letter in respect of the Debt Financing or to any joinder agreements, credit agreements, indentures, notes, purchase agreements, definitive agreements or other agreements in connection with or relating to the Financing, and any arrangers, bookrunners, administrative agents, and collateral agents with respect to the Financing, collectively, the “Financing Sources”), including, for the avoidance of doubt, causing the conditions in the Debt Letters and the Preferred Purchase Agreement to be satisfied; provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the business of the Parties or their respective Affiliates). Such cooperation shall include the following: (i) upon reasonable notice, participation in, and making their senior management, with appropriate seniority and expertise, reasonably available for meetings, drafting sessions, rating agency presentations and due diligence sessions; (ii) furnishing in writing to any Financing Sources as promptly as practicable following request therefor financial and operating data and other pertinent information and disclosure regarding the Compression Group Entities and the Compression Business (including their businesses, operations, financial projections and prospects) as is reasonably requested in connection with an Acquisition Financing, including of the type and form required by Regulation S-X and Regulation S-K under the Securities Act for registered offerings of securities on Form S-1 (or any successor form thereto) under the Securities Act, and of the type and form, and for the periods, in each case, customarily included in offering documents used to syndicate credit facilities of the type to be included in the Debt Financing and in offering documents used in a Rule 144A private placement of debt securities and all other information and data related to the Compression Group Entities and the Compression Business that would be necessary for the underwriters or initial purchasers in an offering of such securities to receive customary “comfort” (including customary “negative assurance” comfort) from independent accountants in connection with such an offering which such accountants are prepared to provide upon completion of customary procedures, and updates to such information from time to time as necessary in order to make the statements contained therein not misleading; (iii) preparing and delivering, and assisting the Financing Sources in the

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preparation and delivery of, (A) one or more customary offering documents, including offering memoranda, private placement memoranda and investor presentations, and documents to be filed with the SEC, including a registration statement and related prospectuses, in connection with an Acquisition Financing (in each case, including the provision of “back-up” support), (B) syndication memoranda, bank information memoranda and/or other marketing materials and memoranda that may be reasonably requested in connection with any Acquisition Financing, including customary lender presentations, rating agency presentations and confidential information memoranda to be used in the syndication of credit facilities of the type to be included in the Debt Financing, and (C) materials for rating agency presentations and business and financial projections (including in each case any supplement thereto); (iv) using reasonable best efforts to obtain surveys and title insurance reasonably requested by the Financing Sources; (v) taking all reasonably required corporate actions, subject to the consummation of the Closing, to permit the consummation of an Acquisition Financing and to permit the proceeds thereof to be made available to Acquiror; (vi) providing authorization letters to any Financing Sources authorizing the distribution of information to prospective lenders and investors and containing (A) a customary representation to the arranger of any Acquisition Financing that the information contained in any offering document or information memorandum relating to the Compression Group Entities or the Compression Business does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (B) a customary material non-public information representation; and (vii) cooperating reasonably with the Financing Sources’ due diligence of the Compression Group Entities and the Compression Business, to the extent not unreasonably interfering with the business of the Parties and their respective Affiliates. Any information provided by the Parties in connection with seeking an Acquisition Financing (which must be furnished in writing) shall be prepared in good faith and shall be free of any material misstatements or omissions.

(b)                                 Upon Acquiror’s request, the Contributor Parties shall (and shall cause their respective officers, employees, auditors, advisors, including legal and accounting advisors, and other representatives to): (i) use all reasonable best efforts to furnish Acquiror and the Financing Sources as promptly as reasonably practicable with: (A) (1) audited balance sheets of the Compression Group Entities as of December 31, 2017 and 2016 and each subsequent fiscal year ended at least 75 days before the Closing Date and (2) the related audited statements of income, changes in owners’ equity and cash flows for the years ended December 31, 2017, 2016 and 2015 and each subsequent fiscal year ended at least 75 days before the Closing Date (collectively, the “Audited Financial Statements”); (B) the unaudited balance sheet and the related unaudited statements of income, changes in owners’ equity and cash flows as of and for each subsequent fiscal quarter ended at least 40 days before the Closing Date (other than the fourth fiscal quarter of any fiscal year), and (C) information reasonably necessary for Acquiror to prepare (1) a pro forma statement of income for the most recently completed fiscal year for which audited financial statements have been provided pursuant to Clause (A), (2) a pro forma statement of income for the latest interim period (and the comparative period of the prior year) covered by the financial statements in clause (B) and (3) a pro forma combined balance sheet as of the later of (x) December 31, 2017 and (y) the last day of the most recently completed fiscal quarter pursuant to the foregoing clause (B) and a pro forma combined statement of income for the 12-month period ending on the last day of the most recently completed four-fiscal quarter period for which financial statements are required to be delivered pursuant to the foregoing clause (B), in each case, prepared after giving

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effect to the transactions contemplated hereby, in each case of the foregoing clauses (A) and (B) prepared in accordance with GAAP and Regulation S-X, and at the sole expense of ETP on behalf of the Contributor Parties (with all such financial statements and information in clauses (A), (B) and (C) above, together with (x) information referred to in Section 5.15(a)(ii) above and (y) authorization letters referred to in Section 5.15(a)(vi) above, the “Required Information”); (ii) use all reasonable best efforts to cause the ETP Accounting Firm to provide a letter or letters containing statements and information of the type customarily included in accountants’ “comfort letters” (including customary “negative assurance”) to underwriters or initial purchasers with respect to financial statements and certain financial information used in connection with the Acquisition Financing, which the ETP Accounting Firm would be prepared to issue at the time of pricing and at closing of any Acquisition Financing that is in the form of debt securities upon completion of customary procedures; (iii) provide customary representation letters and other authorizations or information to the ETP Accounting Firm, to enable them to provide the foregoing “comfort letters”; (iv) use all reasonable best efforts to obtain the consent of the ETP Accounting Firm for the inclusion of its reports on the Compression Group Entities in any offering document or documents to be used in connection with an Acquisition Financing; (v) cause the appropriate officers of the Compression Group Entities to execute and deliver any definitive financing documents, including pledge and security documents, guarantees, customary officer’s certificates or other certificates (including a certificate of the chief financial officers (or other comparable officers) of the Compression Group Entities with respect to solvency of the Compression Group Entities (after giving effect to the transactions contemplated hereby) on a consolidated basis), instruments, copies of any existing surveys, UCC financing statements, filings, security agreements, control agreements, title insurance and other matters ancillary to, or required in connection with the Acquisition Financing or documents and back-up therefor; (vi) use all reasonable best efforts to obtain customary legal opinions as may reasonably be requested by Acquiror or Financing Sources for delivery at the consummation of an Acquisition Financing; (vii) furnish Acquiror and the Financing Sources promptly, and, in any event, at least five Business Days prior to the Closing Date, with all documentation and other information that any of the Financing Sources has requested in writing at least ten Business Days prior to the Closing Date and that such Financing Source has reasonably determined is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the PATRIOT Act; (viii) cooperate with Acquiror and Acquiror’s efforts to obtain corporate and facilities ratings; and (ix) cooperate with Acquiror to arrange an Acquisition Financing and satisfy the conditions precedent to the Acquisition Financing to the extent within the control of the Contributor Parties and their Affiliates, provided, however, that prior to the Closing, the Compression Group Entities shall not be required to pay any commitment or other similar fee or expense or incur any other liability (other than pursuant to this Agreement) in connection with an Acquisition Financing; provided, further, that the effectiveness of any documentation (including any definitive financing documents or other certificates, but excluding any authorization letters referred to in Section 5.15(a)(vi) above) executed by any Compression Group Entity shall be subject to the consummation of the Closing.

(c)                                  Acquiror shall, and shall cause its Affiliates to (i) except as otherwise contemplated by this Agreement, promptly upon request by the Contributor Parties, reimburse the Contributor Parties for all reasonable and documented out-of-pocket costs incurred by the Contributor Parties or any Compression Group Entity in connection with the cooperation provided for in Section 5.15(a) and Section 5.15(b) (such reimbursement to be made promptly and in any

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event within seven Business Days of delivery of reasonably acceptable documentation evidencing such expenses) and (ii) indemnify and hold harmless the Contributor Parties and their Affiliates and their counsel, financial advisors, auditors and other authorized representatives from and against any and all Losses suffered or incurred by them in connection with the efforts to arrange an Acquisition Financing and any information utilized in connection therewith (other than information provided by the Contributor Parties or Compression Group Entities), in each case except to the extent (x) suffered or incurred as a result of any such indemnitee’s, or such indemnitee’s respective Representative’s, gross negligence, bad faith, willful misconduct or material breach of this Agreement or (y) with respect to any material misstatement or omission in information provided hereunder by any of the foregoing Persons. All materials and information obtained by Acquiror pursuant this Section 5.15 may be shared with the Financing Sources; provided that all non-public or otherwise confidential information regarding the Compression Business obtained by Acquiror, its Affiliates or their respective counsel, financial advisors, auditors and other authorized representatives pursuant to this Section 5.15 shall be kept confidential in accordance with the Confidentiality Agreement, except that Acquiror shall be permitted to disclose such information to potential sources of capital, Financing Sources, to underwriters and rating agencies to the extent necessary to consummate the Acquisition Financing. The Contributor Parties hereby consent to the use of their logos, names and marks in connection with the Acquisition Financing; provided, that such names, marks and logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage the Contributor Parties, their Affiliates, the Compression Group Entities or the Compression Business.

(d)                                 Notwithstanding anything in this Agreement to the contrary, the Acquisition Financing shall not be deemed to operate in any way as a condition to the obligation of Acquiror to consummate the Closing, except to the extent that the failure by the Contributor Parties to perform and comply in all material respects with their covenants, agreements and obligations pursuant to this Section 5.15 results in the failure of the condition set forth in Section 6.2(b).

(e)                                  Notwithstanding anything in this Section 5.15 to the contrary, the Contributor Parties shall not be obligated to furnish Acquiror and the Financing Sources with the Audited Financial Statements until March 1, 2018.

Section 5.16                             Non-Solicitation. For the period beginning on the Closing Date and ending on the date that is two years after the Closing Date, no Restricted Party will employ any Subject Employee or solicit or induce any Subject Employee or other employee of the Acquiror Entities or the Compression Group Entities to leave the employment of Acquiror or any of its Affiliates (including the Compression Group Entities following the Closing); provided, however, that nothing in this Section 5.16 shall prevent a Restricted Party from soliciting, engaging or employing: (a) any individual whose employment with the Acquiror Entities or the Compression Group Entities or other post-Closing Affiliate of Acquiror has terminated other than as a result of termination by such individual; or (b) any individual who responds to a general solicitation for employment for a position not related directly to the contract compression business.

Section 5.17                             Amendment of Schedules. Each Party agrees that, with respect to the respective representations and warranties of any other Party contained in this Agreement, such other Party shall have the continuing right and obligation until the Closing to add, supplement or amend the Disclosure Schedules with respect to any matter arising solely after the date of this

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Agreement which, if existing at the date of this Agreement or thereafter, would have been required to be set forth or described in such Disclosure Schedule. Any such additional, supplemental or amended disclosure (except with respect to Section 3.8 and Section 4.11, respectively) shall be deemed to have cured any breach of any representation or warranty for purposes of indemnification and termination rights contained in this Agreement and of determining whether or not the conditions set forth in Section 6.1 or Section 6.2, as applicable, have been satisfied to the extent that they reflect actions taken by such Party or any of its respective Affiliates as required or permitted under this Agreement. Any other such additional, supplemental or amended disclosure (including with respect to Section 3.8 and Section 4.11, respectively) shall not be deemed to have cured any breach of any representation or warranty made as of the date of this Agreement for purposes of indemnification or termination rights contained in this Agreement or of determining whether or not the conditions set forth in Section 6.2 have been satisfied; provided, however, that (a) if such additional, supplemental or amended disclosures would give rise to a right for either ETP, on behalf of Contributor Parties, or Acquiror to terminate this Agreement pursuant to Section 8.1(d) or Section 8.1(c), respectively, assuming (i) all other conditions set forth in Section 6.1 and Section 6.2 had been satisfied, (ii) the Closing were scheduled to occur on the date that such additional, supplemental or amended disclosures were received by the Contributor Parties or Acquiror, as applicable, and (iii) the matters disclosed in such additional, supplemental or amended disclosure were not cured, then ETP, on behalf of the Contributor Parties, or Acquiror, as applicable, shall have the right to terminate this Agreement within 10 Business Days of its receipt of such additional, supplemental or amended disclosure and (b) if ETP, on behalf of the Contributor Parties, or Acquiror, as applicable, does not so elect to terminate this Agreement, then ETP, on behalf of the Contributor Parties, or Acquiror, as applicable, shall be deemed to have irrevocably waived any right to terminate this Agreement with respect to such matters. Upon becoming aware of such matters, the Contributor Parties or Acquiror, as applicable shall promptly deliver additions, supplements or amendments to the Disclosure Schedules the Contributor Parties or Acquiror, as applicable.

Section 5.18                             Employee Matters.

(a)                                 As soon as practicable, and in any event no later than five (5) Business Days following the Execution Date, the Contributor Parties shall, to the extent permitted by Law and to the extent not previously delivered, deliver or cause to be delivered to Acquiror all information described on Schedule 5.18(a). From the Execution Date until the Closing, the Contributor Parties shall, to the extent permitted by Law, provide Acquiror with reasonable access to the personnel of the Contributor Parties and the Compression Group Entities for purposes of making the offers contemplated by this Section 5.18(a). Subject to the foregoing, no later than ten (10) days prior to the Closing, Acquiror shall, or shall cause Acquiror Management to, make written offers of employment on Acquiror’s (or Acquiror Management’s standard form of offer letter) to such Operational Employees as Acquiror or Acquiror Management deems necessary to continue to operate the Compression Business following the Closing, with such offers to be effective as of the Closing Date. Each such offer of employment that (i) is no less than the base compensation and annual cash bonus opportunity, in the aggregate, provided to similarly situated (including, but not limited to, geography) employees of Acquiror or Acquiror Management (as applicable), (ii) provides for base compensation and an annual cash bonus opportunity that are, in the aggregate, at least equal to eighty percent (80%) of those in effect for such Subject Employee immediately prior to the Closing, and (iii) provides for a principal place of employment that is no more than

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fifty (50) miles from such Subject Employee’s principal place of employment as of immediately prior to Closing shall constitute a “Qualifying Offer.” Each Subject Employee who accepts Acquiror’s (or Acquiror Management’s) offer of employment and commences employment with an Acquiror Entity on or after the Closing Date (including any Executive/Sales Employee and any Operational Support Employee who receives and accepts an offer of employment pursuant to Section 5.18(b) or Section 5.18(c) below) shall be referred to herein as a “Transferred Employee.” Acquiror and the Contributor Parties intend that the transactions contemplated by this Agreement shall not result in a severance of employment of any Transferred Employee for purposes of any Contributor Employee Benefit Plan and that the Transferred Employees shall have continuous and uninterrupted employment immediately before and immediately after the Closing, and Acquiror and the Contributor Parties shall use reasonable efforts to ensure the same. For the avoidance of doubt, the prior sentence in no way obligates Acquiror or any of its Affiliates to employ any Transferred Employee for any length of service.

(b)                                 Within thirty (30) days following the Closing Date, Acquiror and ETE shall discuss in good faith which (if any) Executive/Sales Employees to whom Acquiror shall, or shall cause Acquiror Management to, make offers of employment. Until the earlier of (i) thirty (30) days following the Closing Date and (ii) the date such Executive/Sales Employee accepts an offer of employment pursuant to this Section 5.18(b), the Executive/Sales Employees shall be available in the ordinary course to provide support to the Compression Group Entities in accordance with their normal duties. Acquiror shall reimburse the Contributor Parties for those costs and expenses set forth on Schedule 5.18(b) incurred by the Contributor Parties with respect to the Executive/Sales Employees until, except as otherwise provided on Schedule 5.18(b), the earlier to occur of (i) the date that is thirty (30) days following the Closing Date or (ii) the date any such Executive/Sales Employee accepts an offer of employment pursuant to this Section 5.18(b).

(c)                                  On or prior to the earlier of (i) the end of the Transition Services Period or (ii) the ninetieth (90th) day following the Closing Date, Acquiror may make, or cause Acquiror Management to make, offers of employment to such Operational Support Employees (if any) as it selects in its discretion.

(d)                                 To the extent that any Operational Employee or Operational Support Employee who becomes a Transferred Employee is terminated by Acquiror or Acquiror Management in good faith during the sixty (60) day period following the Closing Date, the Contributor Parties will reimburse Acquiror or Acquiror Management, as applicable, for the amount of severance that such Transferred Employee would have been entitled to receive immediately prior to the Closing under the Energy Transfer Non-Midstream Business Severance Plan dated September 11, 2015, as amended and restated January 1, 2018 (the “Severance Plan”) as if such Transferred Employee had incurred a qualifying termination entitling such employee to severance under the Severance Plan (a “Qualifying Termination”) on the Closing Date plus the employer portion of any payroll, employment, social security or unemployment Taxes associated with such payment; provided, that, Contributor Parties have delivered to Acquiror information sufficient calculate and pay such severance. In the event of any such termination, Acquiror or Acquiror Management will timely provide to the Contributor Parties a written statement notifying the Contributor Parties of such termination, confirming, if applicable, that the applicable Transferred Employee executed an effective and irrevocable Severance Release in accordance with Section 5.18(e) below, and indicating the amount of such severance, and the Contributor Parties

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will, within ten (10) business days after receiving such statement, reimburse Acquiror or Acquiror Management for such amounts in full satisfaction of its obligations under this Section 5.18(d). For the avoidance of doubt, neither Acquiror nor Acquiror Management shall have any obligation or liability with respect to any severance payable to a Subject Employee whose employment is terminated by a Contributor Party or its Affiliate (including by reason of Acquiror’s or Acquiror Management’s failure to make a Qualifying Offer to such Subject Employee or such Subject Employee’s non-acceptance of Acquiror’s or Acquiror Management’s offer of employment).

(e)                                  For a period of no less than twelve (12) months following the Closing, an Acquiror Entity shall provide to each Transferred Employee other than an Executive/Sales Employee (i) base compensation and an annual cash bonus opportunity that (x) are no less than the base compensation and annual cash bonus opportunity, in the aggregate, provided to similarly situated (including, but not limited to, geography) employees of Acquiror or Acquiror Management (as applicable), and (y) are, in the aggregate, at least equal to eighty percent (80%) of those in effect for such Transferred Employee immediately prior to the Closing; and (ii) employee benefits (including, without limitation, health, welfare and retirement benefits, but excluding severance benefits discussed in the following sentence) that are no less favorable, in the aggregate, than those provided to similarly situated (including, but not limited to, geography) employees of Acquiror. Subject to Section 5.18(d) above, in the event that an Acquiror Entity or an Affiliate thereof terminates, without cause, the employment of a Transferred Employee other than an Executive/Sales Employee during the twelve (12)-month period following the Closing in a termination under circumstances that would constitute a Qualifying Termination, subject to the applicable Transferred Employee’s execution and non-revocation of a general release of claims reasonably acceptable to Acquiror in favor of Acquiror, ETE, ETP and their respective Affiliates (a “Severance Release”) which becomes effective no later than sixty (60) days following such termination, the applicable Acquiror Entity or such Affiliate will pay or provide severance payments and benefits to such Transferred Employee that are no less favorable than the severance payments and benefits that such Transferred Employee would have been entitled to receive immediately prior to the Closing under the Severance Plan as if such Transferred Employee had incurred a Qualifying Termination on the Closing Date.

(f)                                   Acquiror shall cause each Transferred Employee (i) to be credited under any Acquiror Employee Benefit Plan for his or her period of employment with the Contributor Parties or any of their Affiliates (and their respective predecessors) before the Closing as if such Transferred Employee was so employed by the Acquiror Entities for all purposes for which such service was recognized by the Contributor Parties or any of their Affiliates (and their respective predecessors), except for service for benefit accrual purposes under any defined benefit plan of the Acquiror Entities and except to the extent such credit would result in a duplication of benefits; (ii) to be immediately eligible to participate in all Acquiror Employee Benefit Plans generally available to similarly-situated employees of the Acquiror Entities on the same terms and conditions as such similarly-situated employees, without waiting periods or exclusions or limitations for pre-existing conditions or actively-at-work requirements; and (iii) to the extent permitted by the terms of the applicable Acquiror Employee Benefit Plan, along with his or her eligible dependents, as applicable, to be credited under any Acquiror Employee Benefit Plan that is a welfare benefit plan for any co-payments, deductibles and other eligible expenses incurred by such Transferred Employee (or his or her eligible dependents) under any corresponding Contributor Employee Benefit Plan during the plan year which includes the Closing Date, in each case, to the extent the

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Contributor Parties or any of their Affiliates delivers to Acquiror information sufficient to credit, as applicable, such service or payments.

(g)                                  The Contributor Parties shall pay to each Transferred Employee such Transferred Employee’s accrued but unpaid vacation, sick time and/or paid-time-off, in each case, as of the Closing Date (or, if later, the date on which the Contributor Parties terminate such Transferred Employee’s employment) in accordance with the terms and conditions of the applicable policies of the Contributor Parties or ETP or its Affiliates and applicable Law. Effective as of the Closing Date (or, if later, the date on which the applicable Transferred Employee commences employment with the Acquiror Entity), Transferred Employees shall begin to accrue vacation, sick time and paid-time-off in accordance with the applicable Acquiror Entity’s policies and procedures, as in effect from time to time.

(h)                                 Effective no later than the Closing Date, Acquiror shall establish or designate a defined contribution retirement plan which is qualified or eligible for qualification under Section 401(a) of the Code (the “Acquiror 401(k) Plan”). Effective as of, and as soon as practicable following, the Closing Date, the Contributor Parties shall cause the trustees of each Contributor Employee Benefit Plan which is qualified under Section 401(a) of the Code and in which any Transferred Employee participates prior to the Closing (each, a “Contributor 401(k) Plan”) to transfer to the trustees or other funding agent of the Acquiror 401(k) Plan the amounts representing the account balances of the Transferred Employees participating in such Contributor 401(k) Plan, with such amounts to be established as account balances or accrued benefits of such individuals under the Acquiror 401(k) Plan. Each such transfer shall comply with Section 414(1) of the Code and the requirements of ERISA and the regulations promulgated thereunder. Any Transferred Employee with an outstanding loan under a Contributor 401(k) Plan as of immediately prior to the Closing shall be entitled to have such loan transferred to the Acquiror 401(k) Plan, effective as of, and as soon as practicable following, the Closing Date, and Acquiror shall maintain such loan under the Acquiror 401(k) Plan under the same terms and conditions as applied to such loan under the Contributor 401(k) Plan (and the Contributor 401(k) Plan(s) and/or the Acquiror 401(k) Plan shall be amended to the extent necessary to effect such transfer). Until the time of such transfer, Acquiror shall make payroll deductions in respect of required payments under any such loan and forward such amounts to the Contributor Parties as payments on such loan.

(i)                                     ETP and the selling group (as defined in Treasury Regulation Section 54.4980B-9, Q&A-2(c)) shall be solely responsible for satisfying obligations under Section 601 et seq. of ERISA and Section 4980B of the Code to provide continuation coverage to or with respect to those individuals who are either (A) Subject Employees who are not offered employment with Acquiror or Acquiror Management and are terminated by the Contributor Parties or their Affiliates, (B) Transferred Employees whose employment with Acquiror or Acquiror Management is terminated by Acquiror or Acquiror Management on or prior to the sixtieth (60th) day following the Closing Date or (C) all individuals whose employment was associated with the Compression Business who are, immediately prior to the Closing Date, receiving continuation coverage pursuant to 601 et seq. of ERISA and Section 4980B of the Code under a group health plan of ETP or the selling group. Acquiror and the buying group (as defined in Treasury Regulation Section 54.4980B-9, Q&A-2(c)) shall be solely responsible for satisfying obligations under Section 601 et seq. of ERISA and Section 4980B of the Code to provide continuation coverage to or with respect to those individuals who are Transferred Employees whose employment with Acquiror or

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Acquiror Management is terminated by Acquiror or Acquiror Management after the sixtieth (60th) day following the Closing Date.

(j)                                    Acquiror and its Affiliates shall be responsible for complying with WARN with respect to notices required to be provided to any Transferred Employee following his or her date of hire with Acquiror or the applicable Acquiror Entity. The Contributor Parties and their Affiliate shall be solely responsible for complying with WARN with respect to notices required to be provided to any Subject Employee who does not become a Transferred Employee.

(k)                                 Acquiror shall grant to each Transferred Employee, subject to approval by the board of directors of Acquiror GP, who either (i) held a Director or above position as a Subject Employee providing services to the Compression Business and held unvested restricted common units of ETP (awarded under an applicable ETP long-term incentive plan) (the “ETP LTIP Units”) as of the Closing Date; or (ii) is hired into a position of Director or above with Acquiror Management and held ETP LTIP Units as of the Closing Date (as specified in the offer letter delivered by Acquiror or Acquiror Management to such Transferred Employees) (such Transferred Employee described in (i) and (ii) above shall for purposes of this Section 5.18(k) be referred to as a “Director or Above Transferred Employee”) an award of Phantom Units (including distribution equivalent rights) under the Acquiror LTIP (the “Equity Make Up Award”). Each Equity Make Up Award will be granted to the Director or Above Transferred Employee with respect to a number of Acquiror Common Units with a grant date fair value equal to the resultant value of multiplying the number of ETP LTIP Units forfeited by such Transferred Employee in connection with their termination of employment with the Contributor Parties by the average of the closing price of the common units of ETP on the NYSE for the ninety (90) day period immediately prior to the Closing Date (the “Award Value”). The Acquiror shall then issue the Equity Make Up Award valued at the Award Value utilizing Acquiror’s standard time-based vesting form of employee Phantom Unit agreement (the “Grant Agreement”) within forty-five (45) days or ninety (90) days of Closing, as determined and set forth in such Director or Above Transferred Employee accepted offer letter. The other terms and conditions of the Equity Make Up Award shall be subject to the Grant Agreement. Acquiror shall not be required to provide an Equity Make Up Award, or any other form of equity compensation, to any person other than a Director or Above Transferred Employee. Any decision with respect to any ETP LTIP Units held by any Subject Employee other than a Director or Above Transferred Employee and any Liability related thereto shall be borne by the Contributor Parties.

(l)                                     The Parties acknowledge and agree that the provisions of this Section 5.18 are included for the sole benefit of the respective Parties and shall not (i) create any right (including any third-party beneficiary right) in any other Person, including any current or former Subject Employee, including the right to continue in employment or service with Acquiror, the Contributor Entities or their Affiliates, or any right to compensation or benefits of any kind under this Agreement, (ii) prevent the Acquiror Entities from terminating the employment or other service relationship of any Transferred Employee at any time, subject to the terms hereof, or (iii) except as provided in this Section 5.18, require any Acquiror Entity to continue, adopt or amend any Acquiror Employee Benefit Plan or other compensation or employee benefit plan or arrangement.

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ARTICLE VI

CLOSING

Section 6.1                                    Conditions Precedent to Obligations of the Parties. The obligations of each Party to effect the Closing and to consummate the transactions contemplated by this Agreement are subject to the satisfaction or waiver by such Party on or prior to the Closing Date of the following conditions:

(a)                                 no Order shall be in effect, and no Law shall have been enacted or adopted, that enjoins or otherwise prohibits the consummation of the transactions contemplated by the Transaction Documents, the GP Purchase Agreement or Restructuring Agreement;

(b)                                 any applicable waiting periods (and any extensions thereof) under the HSR Act relating to the transactions contemplated by this Agreement shall have expired or been terminated;

(c)                                  (i) the Acquiror Common Units constituting a portion of the Equity Consideration and (ii) the Acquiror Class B Conversion Units shall have been approved for listing on the NYSE, subject to official notice of issuance;

(d)                                 Acquiror shall have obtained the written consent to, and/or waivers of default or amendment of, the Acquiror Credit Agreement in connection with the transactions contemplated by the GP Purchase Agreement, from the Required Lenders (or the Agent with the consent in writing of the Required Lenders) or repaid all indebtedness outstanding under the Acquiror Credit Agreement. For purposes of this paragraph “Required Lenders” and “Agent” shall have the meaning given to such terms in the Acquiror Credit Agreement;

(e)                                  the GP Acquisition shall have been consummated or shall contemporaneously be consummated in accordance with the terms of the GP Purchase Agreement; and

(f)                                   the Acquiror IDR/GP Restructuring shall be able to be consummated immediately following the Closing in accordance with the terms of the Restructuring Agreement.

Section 6.2                                    Conditions Precedent to Obligations of Acquiror. The obligation of Acquiror to effect the Closing and consummate the transactions contemplated by this Agreement is subject to the satisfaction or waiver, in whole or in part (to the extent permitted by applicable Law), on or prior to the Closing Date of each of the following conditions:

(a)                                 (i) each of the Fundamental Representations of the Contributor Parties shall be true and correct in all material respects (it being understood that, for purposes of determining satisfaction of this Section 6.2(a)(i), all materiality and Compression Group Material Adverse Effect qualifications specifically contained in such representations and warranties shall be disregarded) and (ii) each of the representations and warranties of the Contributor Parties that are not Fundamental Representations shall be true and correct (it being understood that, for purposes of determining satisfaction of this Section 6.2(a)(ii), all materiality and Compression Group Material Adverse Effect qualifications specifically contained in such representations and

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warranties shall be disregarded) except to the extent any inaccuracy would not, individually or in the aggregate, reasonably be expected to have a Compression Group Material Adverse Effect, in the case of clause (i) and clause (ii) above, as of the Closing Date, with the same force and effect as though made on and as of the Closing Date, unless such representations and warranties expressly relate to an earlier date (in which case they shall be true and correct as of such earlier date);

(b)                                 the Contributor Parties shall not have breached in any material respect their obligations required to be performed and complied with by it under this Agreement prior to the Closing Date;

(c)                                  since the Execution Date, there shall not have been a Compression Group Material Adverse Effect;

(d)                                 Acquiror shall have received the items listed in Section 2.3(a); and

(e)                                  Acquiror shall have received a certificate duly executed by an executive officer of Contributor, dated as of the Closing Date, in customary form, to the effect that each of the conditions specified in Section 6.2(a) and (b) have been satisfied in all respects.

Section 6.3                                    Conditions Precedent to Obligations of the Contributor Parties. The obligation of the Contributor Parties to effect the Closing and consummate the transactions contemplated by this Agreement is subject to the satisfaction or waiver, in whole or in part (to the extent permitted by applicable Law), on or prior to the Closing Date of each of the following conditions:

(a)                                 (i) each of the Fundamental Representations of Acquiror shall be true and correct in all material respects (it being understood that, for purposes of determining satisfaction of this Section 6.3(a)(i) all materiality and Acquiror Material Adverse Effect qualifications specifically contained in such representations and warranties shall be disregarded) and (ii) each of the representations and warranties of Acquiror that are not Fundamental Representations shall be true and correct (it being understood that, for purposes of determining satisfaction of this Section 6.3(a)(ii), all materiality and Acquiror Material Adverse Effect qualifications specifically contained in such representations and warranties shall be disregarded) except to the extent any inaccuracy would not, individually or in the aggregate, reasonably be expected to have a have an Acquiror Material Adverse Effect, in the case of clause (i) and clause (ii) above, as of the Closing Date, with the same force and effect as though made on and as of the Closing Date, unless such representations and warranties expressly relate to an earlier date (in which case they shall be true and correct as of such earlier date);

(b)                                 Acquiror shall not have breached in any material respect its obligations and agreements required to be performed and complied with by it under this Agreement prior to the Closing Date;

(c)                                  since the Execution Date, there shall not have been an Acquiror Material Adverse Effect;

(d)                                 the Contributor Parties shall have received the items listed in Section 2.3(b); and

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(e)                                  the Contributor Parties shall have received a certificate duly executed by an executive officer of Acquiror GP, dated as of the Closing Date, in customary form, to the effect that each of the conditions specified in Section 6.3(a) and (b), have been satisfied in all respects.

ARTICLE VII

INDEMNIFICATION, COSTS AND EXPENSES

Section 7.1                                    Indemnification by the Contributor Parties. Subject to the terms of this Article VII, from and after the Closing, the Contributor Parties shall indemnify and hold harmless Acquiror and its current and future Affiliates (excluding any Person that is or becomes an Affiliate of Acquiror solely as a result of the purchase of publicly traded securities from the general public and excluding ETE and such of its Affiliates that are Controlled by ETE) and the members, directors, managers, officers, employees and agents of the foregoing (collectively, the “Acquiror Indemnified Parties”), to the fullest extent permitted by Law, from and against, and pay to the applicable Acquiror Indemnified Parties the amount of any and all losses, liabilities, claims, obligations, deficiencies, demands, judgments, settlements, damages, interest, fines, penalties, suits, actions, causes of action, assessments, awards, Taxes, damages and costs and expenses (including costs of investigation and defense and attorneys’ and other professionals’ fees) (collectively, “Losses”) to which an Acquiror Indemnified Party suffers, incurs, sustains or becomes subject to, whether or not involving a Third Party Claim, based upon, attributable to or resulting from (including any and all Proceedings, demands or assessments arising out of):

(a)                                 any inaccuracy, untruth or breach of any representation or warranty made by the Contributor Parties in this Agreement and in any certificate delivered pursuant hereto; and

(b)                                 any breach of any covenant or other agreement on the part of the Contributor Parties contained in this Agreement;

(c)                                  any Liabilities set forth on Schedule 7.1(c); and

(d)                                 any Retained Employment-Related Liabilities.

Section 7.2                                    Indemnification by Acquiror. Subject to the terms of this Article VII, from and after the Closing, Acquiror shall indemnify and hold harmless the Contributor Parties and their current and future Affiliates and indirect and direct equity holders, members, directors, managers, officers, employees and agents of the foregoing (collectively, the “Contributor Indemnified Parties” and, together with the Acquiror Indemnified Parties, the “Indemnified Parties”), to the fullest extent permitted by Law, from and against, and pay to the applicable Contributor Indemnified Parties the amount of any and all Losses to which a Contributor Indemnified Party suffers, incurs, sustains or becomes subject to, whether or not involving a Third Party Claim, based upon, attributable to or resulting from (including any and all Proceedings, demands or assessments arising out of):

(a)                                 any inaccuracy, untruth or breach of any representation or warranty made by Acquiror in this Agreement and in any certificate delivered pursuant hereto; and

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(b)                                 any breach of any covenant or other agreement on the part of Acquiror contained in this Agreement.

Section 7.3                                    Limitations and Other Indemnity Claim Matters. Notwithstanding anything to the contrary in this Article VII or elsewhere in this Agreement:

(a)                                 De Minimis. No Loss shall be deemed to constitute the basis for a claim for indemnification under Section 7.1(a) or Section 7.2(a), nor shall any such Loss be taken into account in determining the Deductible under Section 7.3(b), if such Loss relating to any single event or series of related events does not exceed $2,000,000; provided that the limitation set forth in this Section 7.3(a) shall not apply to Losses arising out of or relating to any breach or inaccuracy of any Fundamental Representation or in the case of fraud.

(b)                                 Deductible.

(i)                                     The Contributor Parties will not have any liability under Section 7.1(a) unless and until the Acquiror Indemnified Parties have suffered Losses in excess of $15,000,000 in the aggregate (the “Deductible”) arising from Claims under Section 7.1(a) (and then recoverable Losses claimed under Section 7.1(a) shall be limited to those that exceed the Deductible); provided that the limitation set forth in this Section 7.3(b)(i) shall not apply to Losses arising out of or relating to any breach or inaccuracy of any Fundamental Representation or in the case of fraud.

(ii)                                  Acquiror will not have any liability under Section 7.2(a) unless and until the Contributor Indemnified Parties have suffered Losses in excess of the Deductible arising from Claims under Section 7.2(a) (and then recoverable Losses claimed under Section 7.2(a) shall be limited to those that exceed the Deductible); provided that the limitation set forth in this Section 7.3(b)(ii) shall not apply to Losses arising out of or relating to any breach or inaccuracy of any Fundamental Representation or in the case of fraud.

(c)                                  Cap.

(i)                                     The Contributor Parties’ aggregate liability under Section 7.1(a) shall not exceed $100,000,000 (the “Cap”); provided that the limitation set forth in this Section 7.3(c)(i) shall not apply to Losses arising out of or relating to any breach or inaccuracy of any Fundamental Representation or in the case of fraud; provided further that, notwithstanding anything in this Section 7.3(c) to the contrary, the Contributor Parties’ aggregate liability under this Agreement and from the transactions contemplated hereby shall not exceed the value of the Consideration (the “Aggregate Cap”).

(ii)                                  Acquiror’s aggregate liability under Section 7.2(a) shall not exceed the Cap; provided that the limitation set forth in this Section 7.3(c)(ii) shall not apply to Losses arising out of or relating to any breach or inaccuracy of any Fundamental Representation or in the case of fraud; provided further that, notwithstanding anything in this Section 7.3(c) to the contrary, Acquiror’s aggregate liability under this Agreement and from the transactions contemplated hereby shall not exceed the Aggregate Cap.

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(d)                                 Survival; Claims Period.

(i)                                     The representations, warranties, covenants and agreements set forth in this Agreement shall survive the execution and delivery of this Agreement and shall continue in full force and effect until the 18-month anniversary of the Closing Date (the “Expiration Date”); provided that (A) the Fundamental Representations shall survive indefinitely, (B) the representations and warranties set forth in Section 3.15 and Section 4.17 shall survive the execution and delivery of this Agreement and shall continue in full force and effect until the two-year anniversary of the Closing Date, (C) the representations and warranties set forth in Section 3.10, Section 3.12 and Section 4.12 and the covenants set forth in Section 5.12 shall survive the execution and delivery of this Agreement and shall continue in full force and effect until ninety (90) days after the expiration of the applicable statute of limitations (which shall be deemed to be the Expiration Date with respect to such representations and warranties) and (D) any covenants or agreements contained in this Agreement that by their terms are to be performed after the Closing Date shall survive until fully discharged.

(ii)                                  No action for a breach of any representation or warranty contained herein (other than those representations or warranties that survive for other periods pursuant to Section 7.3(d)(i)) shall be brought after the Expiration Date, other than in the case of fraud, except for claims of which a Party has received a Claim Notice setting forth in reasonable detail the claimed misrepresentation or breach of warranty prior to the Expiration Date.

(e)                                  Materiality.

(i)                                     (A) The determination of whether a breach of a representation or warranty of the Contributor Parties has occurred shall be made without giving effect to any limitation or qualification as to materiality, Compression Group Material Adverse Effect or words of similar import and (B) the amount of Losses in respect of any breach of a representation or warranty by the Contributor Parties shall be determined without regard to any limitation or qualification as to materiality, Compression Group Material Adverse Effect or words of similar import set forth in such representation or warranty.

(ii)                                  (A) The determination of whether a breach of a representation or warranty of Acquiror has occurred shall be made without giving effect to any limitation or qualification as to materiality, Acquiror Material Adverse Effect or words of similar import set forth in such representation or warranty, and (B) the amount of Losses in respect of any breach of a representation or warranty by Acquiror shall be determined without regard to any such limitation or qualification as to materiality, Acquiror Material Adverse Effect or words of similar import set forth in such representation or warranty.

(f)                                   Mitigation. Each Indemnified Party shall take, and cause its Affiliates to take, commercially reasonable steps to mitigate any Loss for which it would otherwise be entitled to indemnification pursuant to this Article VII upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss; provided that any reasonable cost incurred by a Party to mitigate any such Loss will be deemed a Loss for purposes of this Article VII.

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(g)                                  Damages. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, NEITHER ACQUIROR NOR THE CONTRIBUTOR PARTIES NOR THEIR RESPECTIVE AFFILIATES SHALL BE LIABLE HEREUNDER TO ANY INDEMNIFIED PARTY FOR ANY LOST PROFITS OR PUNITIVE, CONSEQUENTIAL, REMOTE, SPECULATIVE, SPECIAL OR INDIRECT DAMAGES, EXCEPT TO THE EXTENT (A) SUCH LOST PROFITS OR DAMAGES ARE INCLUDED IN ANY ACTION BY A THIRD PARTY AGAINST SUCH INDEMNIFIED PARTY FOR WHICH IT IS ENTITLED TO INDEMNIFICATION UNDER THIS AGREEMENT OR (B) SUCH LOST PROFITS OR DAMAGES (OTHER THAN PUNITIVE DAMAGES) ARISE FROM OR RELATE TO, AND ARE THE PROBABLE AND REASONABLY FORESEEABLE (OR WITHIN THE CONTEMPLATION OF THE PARTIES) CONSEQUENCE OF, THE BREACH OF THIS AGREEMENT.

Section 7.4                                    Indemnification Procedure.

(a)                                 Each Indemnified Party agrees that promptly after it becomes aware of facts giving rise to a claim by it for indemnification pursuant to this Article VII, such Indemnified Party will assert its claim for indemnification under this Article VII (each, a “Claim”) by providing a written notice (a “Claim Notice”) within the designated survival period for such Claim to the applicable indemnifying Party (the “Indemnifying Party”) specifying, in reasonable detail, to the extent known by such Indemnifying Party, the nature and basis for such Claim (e.g., the underlying representation, warranty, covenant or agreement alleged to have been breached). Notwithstanding the foregoing, an Indemnified Party’s delay in sending a Claim Notice will not relieve the Indemnifying Party from Liability hereunder with respect to such Claim except to the extent (and limited solely to the extent) the Indemnifying Party is prejudiced by such delay provided that such Claim Notice is provided within the applicable survival period described in Section 7.3(d)(i).

(b)                                 In the event that any Proceeding is instituted or any Claim is asserted by any Third Party in respect of which indemnification may be sought under Section 7.2 and in respect of which the Indemnifying Party has agreed in writing to indemnify the Indemnified Party for all of such Indemnified Party’s Losses (subject to any applicable limitations in this Article VII) (a “Third Party Claim”), the Indemnifying Party will have the right, at such Indemnifying Party’s expense, to assume the defense of same including the appointment and selection of counsel on behalf of the Indemnified Party. If the Indemnifying Party elects to assume the defense of any such Third Party Claim, it shall within 30 days notify the Indemnified Party in writing of its intent to do so. Subject to Section 7.3(c), the Indemnifying Party will have the right to settle or compromise or take any corrective or remedial action with respect to any such Third Party Claim by all appropriate proceedings, which proceedings will be diligently prosecuted by the Indemnifying Party to a final conclusion or settled at the discretion of the Indemnifying Party. The Indemnified Party will be entitled, at its own cost, to participate with the Indemnifying Party in the defense of any such Third Party Claim, unless separate representation of the Indemnified Party by counsel is reasonably necessary to avoid a conflict of interest, in which case such representation shall be at the expense of the Indemnifying Party. If the Indemnifying Party assumes the defense of any such Third Party Claim but fails to diligently prosecute such Third Party Claim, or if the Indemnifying Party does not assume the defense of any such Third Party Claim, the Indemnified Party may assume control of such defense and in the event the Third Party Claim is determined to be a matter for which the Indemnifying Party is required to provide indemnification under the

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terms of this Article VII, the Indemnifying Party will bear the reasonable costs and expenses of such defense (including fees and expenses of counsel).

(c)                                  Notwithstanding anything to the contrary in this Agreement, the Indemnifying Party will not be permitted to settle, compromise, take any corrective or remedial action or enter into an agreed judgment or consent decree or permit a default without the Indemnified Party’s prior written consent, in each case, that (i) does not include as an unconditional term thereof the delivery by the claimant or plaintiff to the Indemnified Party of a binding, irrevocable, written release of any Indemnified Party from all Liability, (ii) provides for any admission of Liability on the part of any Indemnified Party, (iii) requires an admission of guilt or wrongdoing on the part of any Indemnified Party or (iv) imposes any Liability or continuing obligation on or requires any payment from any Indemnified Party.

Section 7.5                                    Calculation of Losses. In calculating amounts payable to an Indemnified Party, the amount of any indemnified Losses shall be computed net of (a) payments actually recovered by any Indemnified Party under any insurance policy with respect to such Losses net of expenses and (b) any actual recovery by any Indemnified Party from any Person with respect to such Losses net of expenses. Each Indemnified Party shall use commercially reasonable efforts to pursue reimbursement for Losses, including under insurance policies and indemnity arrangements.

Section 7.6                                    No Duplication. In no event shall any Indemnified Party be entitled to recover any Losses under one Section or provision of this Agreement to the extent of the full amount of such Losses already recovered by such Indemnified Party, nor shall its insurer or indemnitor be entitled to any kind of subrogation or substitution which would give it the right to make a claim against the Indemnifying Party.

Section 7.7                                    Tax Treatment of Indemnity Payments. The Contributor Parties and Acquiror agree to treat any indemnity payment made pursuant to this Article VII as an adjustment to the Consideration for all Tax purposes, unless otherwise required by Law.

Section 7.8                                    Release.

(a)                                 Except for the obligations of the Contributor Parties under this Agreement or any other Transaction Document, for and in consideration of the Subject Interests, effective as of the Closing, Acquiror shall, and shall cause its Affiliates (including Acquiror GP), to absolutely and unconditionally release, acquit and forever discharge the Contributor Parties and their Affiliates, each of the present and former partners, members, equityholders, officers, directors, managers, employees, agents and representatives of any of the foregoing, and each of their respective heirs, executors, administrators, successors and assigns, from any and all costs, expenses, damages, debts, or any other obligations, liabilities and claims whatsoever, whether known or unknown, both in law and in equity, in each case to the extent arising out of or resulting from the ownership and/or operation of the Compression Group Entities, or the assets, business, operations, conduct, services, products and/or employees (including former employees) of the Compression Group Entities (and any predecessors), related to any period of time before the Closing Date, except to the extent of fraud or willful or wanton misconduct.

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(b)                                 Except for the obligations of Acquiror under this Agreement or any other Transaction Document, for and in consideration of the Consideration, effective as of the Closing, the Contributor Parties shall, and shall cause their respective Affiliates, to absolutely and unconditionally release, acquit and forever discharge Acquiror and its Affiliates (including the Compression Group Entities), each of the present and former partners, members, equityholders, officers, directors, managers, employees, agents and representatives of any of the foregoing, and each of their respective heirs, executors, administrators, successors and assigns, from any and all costs, expenses, damages, debts, or any other obligations, liabilities and claims whatsoever, whether known or unknown, both in law and in equity, in each case to the extent arising out of or resulting from the ownership and/or operation of the Compression Group Entities, or the assets, business, operations, conduct, services, products and/or employees (including former employees) of the Compression Group Entities (and any predecessors) prior to the Closing Date.

Section 7.9                                    Exclusive Remedy. Except (i) as otherwise provided in this Agreement or (ii) for the assertion of any claim based on fraud, the remedies provided in this Article VII shall be the sole and exclusive legal remedies of the Parties, from and after the Closing, with respect to this Agreement and the transactions contemplated hereby. Notwithstanding the foregoing, this Section 7.9 shall not prevent any Party from seeking and obtaining injunctive relief against the other Party’s activities in breach of this Agreement.

Section 7.10                             No Reliance. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES MADE IN THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT OR IN ANY CERTIFICATE OR DOCUMENT DELIVERED PURSUANT HERETO OR THERETO, EACH PARTY HEREBY ACKNOWLEDGES AND AGREES THAT NO OTHER PARTY OR ANY OTHER PERSON, INCLUDING ANY AFFILIATE OF ANY PARTY, HAS MADE ANY OTHER REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO SUCH PARTIES OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, AND EACH PARTY EXPRESSLY DISCLAIMS ANY RELIANCE ON ANY SUCH OTHER REPRESENTATIONS OR WARRANTIES, WHETHER MADE BY SUCH PARTIES OR ANY OF THEIR AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT OR IN ANY CERTIFICATE OR DOCUMENT DELIVERED PURSUANT HERETO OR THERETO, EACH PARTY HEREBY ACKNOWLEDGES AND AGREES THAT NO OTHER PARTY HAS MADE AND EXPRESSLY DISCLAIMS RELIANCE ON ANY REPRESENTATION OR WARRANTY WITH RESPECT TO ANY PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO ANY OTHER PARTY OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES (INCLUDING OPINION, INFORMATION, PROJECTION, OR ADVICE THAT MAY HAVE BEEN OR MAY BE PROVIDED TO ANY PARTY OR ANY DIRECTOR, OFFICER, EMPLOYEE, AGENT, CONSULTANT OR REPRESENTATIVE OF SUCH PARTY OR ANY OF ITS AFFILIATES) WITH RESPECT TO SUCH PARTY OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.

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ARTICLE VIII

TERMINATION

Section 8.1                                    Termination of Agreement. This Agreement may be terminated prior to the Closing as follows:

(a)                                 by the mutual written consent of ETP, on behalf of the Contributor Parties, and Acquiror;

(b)                                 by ETP, on behalf of the Contributor Parties, or Acquiror if there shall be in effect a final nonappealable order of a Governmental Authority of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby; provided that the right to terminate this Agreement under this Section 8.1(b) shall not be available to the Contributor Parties, on the one hand, or Acquiror, on the other hand, if such order was primarily due to the failure of the Contributor Parties, on the one hand, or Acquiror, on the other hand, to perform any of their obligations under this Agreement;

(c)                                  by Acquiror if the Contributor Parties shall have breached or failed to perform any of their representations, warranties, covenants or agreements set forth in this Agreement, or if any representation or warranty of the Contributor Parties shall have become untrue, in either case such that the conditions set forth in Section 6.2(a) or (b) would not be satisfied and such breach is incapable of being cured or, if capable of being cured, shall not have been cured by the date that is the earlier of (i) 30 days after ETP’s receipt of written notice of such breach from Acquiror and (ii) the Outside Date;

(d)                                 by ETP, on behalf of the Contributor Parties, if Acquiror shall have breached or failed to perform any of its representations, warranties, covenants or agreements set forth in this Agreement, or if any representation or warranty of Acquiror shall have become untrue, in either case such that the conditions set forth in Section 6.3(a) or (b) would not be satisfied and such breach is incapable of being cured or, if capable of being cured, shall not have been cured by the date that is the earlier of (i) 30 days after Acquiror’s receipt of written notice of such breach from ETP and (ii) the Outside Date;

(e)                                  by ETP, on behalf of the Contributor Parties, or Acquiror in the event that the Closing does not occur on or before June 30, 2018 (such date, as may be extended pursuant to this Section 8.1(e), the “Outside Date”); provided, that if by June 30, 2018, (i) the Closing has not occurred and (ii) the conditions set forth in Sections 6.1(a) or 6.1(b) have not been satisfied, the Outside Date shall be extended to a date no later than September 30, 2018, upon the election of ETP, on behalf of the Contributor Parties, or upon the election of Acquiror, in its sole discretion; provided further, that such failure of the Closing to occur is not due to the failure of such Party to perform and comply in all material respects with the covenants and agreements to be performed or complied with by such Party prior to the Closing; or

(f)                                   by ETP, on behalf of the Contributor Parties, or Acquiror in the event that the GP Purchase Agreement is terminated in accordance with the terms thereof.

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Section 8.2                                    Procedure Upon Termination. In the event of termination of this Agreement by Acquiror or ETP, on behalf of the Contributor Parties, or both, pursuant to Section 8.1, written notice thereof shall forthwith be given to the other Party or Parties, and this Agreement shall terminate, and the purchase of the Subject Interests hereunder shall be abandoned, without further action by Acquiror or the Contributor Parties.

Section 8.3                                    Effect of Termination. In the event that this Agreement is terminated as provided in Section 8.1, then each of the Parties shall be relieved of its duties and obligations arising under this Agreement after the date of such termination and such termination shall be without Liability to Acquiror or the Contributor Parties, except for the provisions of this Section 8.3, Section 5.16, Article IX, Section 10.3 and Section 10.5; provided, that nothing in this Section 8.3 shall relieve Acquiror or the Contributor Parties of any Liability for fraud or a willful breach of this Agreement.

ARTICLE IX

GOVERNING LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL

Section 9.1                                    Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Agreement and all questions relating to the interpretation or enforcement of this Agreement shall be governed by and construed in accordance with the Laws of the State of Delaware without regard to any Laws of the State of Delaware or any other jurisdiction that would call for the application of the substantive laws of any jurisdiction other than the State of Delaware. Each Party hereby agrees that service of summons, complaint or other process in connection with any Proceedings contemplated hereby may be made in accordance with Section 10.3 addressed to such Party at the address specified pursuant to Section 10.3. Each of the Parties irrevocably submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware, or in the event, but only in the event, that such court declines to accept jurisdiction over such Proceeding, to the exclusive jurisdiction of the Superior Court of the State of Delaware (Complex Commercial Division) or, if the subject matter jurisdiction over the matter that is the subject of any such Proceedings is vested exclusively in the federal courts of the United States of America, the United States District Court for the District of Delaware, and any appellate courts of any thereof (collectively, the “Courts”), for the purposes of any Proceeding arising out of or relating to this Agreement or any transaction contemplated hereby (and agrees not to commence any Proceeding relating hereto except in such Courts as provided herein). Each of the Parties further agrees that service of any process, summons, notice or document hand delivered or sent in accordance with Section 10.3 to such Party’s address set forth in Section 10.3 will be effective service of process for any Proceeding in Delaware with respect to any matters to which it has submitted to jurisdiction as set forth in the immediately preceding sentence. Each of the Parties irrevocably and unconditionally waives any objection to the laying of venue of any Proceeding arising out of or relating to this Agreement, the other Transaction Documents or the transactions contemplated hereby or thereby in the Courts, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such Proceeding brought in any such court has been brought in an inconvenient forum. Notwithstanding the foregoing, each Party agrees that a final judgment in any Proceeding properly brought in accordance with the terms of this Agreement shall be conclusive and may be enforced by suit on the judgment in any jurisdiction or in any other manner provided at law or in equity. EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE

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FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND ANY OTHER TRANSACTION DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A PROCEEDING, (B) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.1.

ARTICLE X

MISCELLANEOUS

Section 10.1                             Amendments and Modifications. This Agreement may be amended, modified or supplemented only by written agreement of the Parties hereto; provided, however, that this Section 10.1, Section 10.2, Section 10.10 and Section 10.12 (and any other provision of this Agreement to the extent an amendment, supplement, waiver or other modification of such provision would modify the substance of such Sections) may not be amended, supplemented, waived or otherwise modified in any manner that impacts or is otherwise adverse in any respect to the Finance Related Parties without the prior written consent of the Financing Sources.

Section 10.2                             Waiver of Compliance. Except as otherwise provided in this Agreement, any failure of any of the Parties to comply with any obligation, covenant, agreement or condition herein may be waived by the Party entitled to the benefits thereof only by a written instrument signed by the Party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

Section 10.3                             Notices. All notices and other communications hereunder shall be in writing and shall be deemed given if delivered personally or by email transmission, or mailed by a nationally recognized overnight courier, postage prepaid, to the Parties at the following addresses (or at such other address for a Party as shall be specified by like notice; provided, that notices of a change of address shall be effective only upon receipt thereof):

If to Acquiror:

USA Compression Partners, LP
100 Congress Avenue, Suite 450
Austin, Texas 78701
Attention: Christopher Porter
E-Mail: cporter@usacompression.com

with a copy to:

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Vinson & Elkins L.L.P.
2801 Vía Fortuna, Suite 100
Austin, Texas 78746
Attention: Milam Newby

Ramey Layne

E-Mail: mnewby@velaw.com

rlayne@velaw.com

If to any Contributor Party:

Energy Transfer Partners, L.P.
8111 Westchester Drive, Suite 600
Dallas, Texas 75225
Attention: General Counsel
E-Mail: jim.wright@energytransfer.com

with a copy to:

Latham & Watkins LLP
811 Main Street, Suite 3700
Houston, Texas 77002
Attention: William N. Finnegan

Debbie Yee

E-Mail: bill.finnegan@lw.com

debbie.yee@lw.com

Section 10.4                             Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties and their successors and permitted assigns. No Party may assign this Agreement or any rights or obligations hereunder without the prior written consent of the other Parties; provided, however, that Acquiror shall be permitted to assign all of its rights, benefits and obligations under this Agreement to (i) any of its wholly owned Subsidiaries or (ii) for collateral security purposes, to the Financing Sources; provided that no such assignment shall relieve Acquiror of its obligations hereunder. Any attempted assignment or transfer in violation of this Agreement shall be null, void and ineffective.

Section 10.5                             Expenses. Except as otherwise set forth in this Agreement, each Party shall pay its own costs and expenses (including legal, accounting, financial advisory and consulting fees and expenses) incurred by such Party in connection with the negotiation and consummation of the transactions contemplated by this Agreement and the other Transaction Documents, except that each of Acquiror and the Contributor Parties shall pay one-half of all filing fees required to be paid in respect of the HSR Act in connection with the transactions contemplated by this Agreement (other than attorneys’ fees, accountants’ fees and related expenses). Without limiting the foregoing, in the event that the Transactions are not consummated, the Contributor Parties and ETE shall reimburse Acquiror for one-half of all fees, costs and expenses related to the “Up-Front Fee” as defined in the Preferred Purchase Agreement; provided, however, that the Contributor Parties and ETE shall not be obligated to reimburse Acquiror if the Transactions are not consummated due to any breach or failure by Acquiror or USAC Holdings to perform any of its

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representations, warranties, covenants or agreements set forth in this Agreement, the GP Purchase Agreement, the Restructuring Agreement or the Preferred Purchase Agreement.

Section 10.6                             Specific Performance. The Parties acknowledge and agree that a breach of this Agreement would cause irreparable damage to Acquiror and the Contributor Parties and Acquiror and the Contributor Parties would not have an adequate remedy at Law. Therefore, the obligations of Acquiror and the Contributor Parties under this Agreement, including Contributor’s obligation to contribute the Subject Interests to Acquiror and Acquiror’s obligation to acquire the Subject Interests from Contributor, shall be enforceable by a decree of specific performance issued by any court of competent jurisdiction, and appropriate injunctive relief may be applied for and granted in connection therewith. Such remedies shall, however, be cumulative and not exclusive and shall be in addition to any other remedies which any Party may have under this Agreement or otherwise.

Section 10.7                             Entire Agreement. This Agreement (including the Schedules and Exhibits hereto), together with each of the other Transaction Documents, constitute the entire understanding and agreement among the Parties with respect to the subject matter hereof and supersede any and all prior or contemporaneous discussions, agreements and understandings, whether written or oral.

Section 10.8                             Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable Law, but if any provision or portion of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable Law in any jurisdiction by any applicable Governmental Authority, (a) such invalidity, illegality or unenforceability shall not affect the validity, legality or enforceability of any other provision of this Agreement in such jurisdiction or affect the validity, legality or enforceability of any provision in any other jurisdiction, (b) such provision shall be invalid, illegal or unenforceable only to the extent strictly required by such Governmental Authority, (c) to the extent any such provision is deemed to be invalid, illegal or unenforceable, each of the Contributor Parties and Acquiror agree that they shall use their reasonable best efforts to cause such Governmental Authority to modify such provision so that such provision shall be valid, legal and enforceable as originally intended to the greatest extent possible and (d) to the extent that the Governmental Authority does not modify such provision, each of the Contributor Parties and Acquiror agree that they shall endeavor in good faith to exercise or modify such provision so that such provision shall be valid, legal and enforceable as originally intended to the greatest extent possible.

Section 10.9                             Disclosure Schedules. The inclusion of any information (including dollar amounts) in any section of any schedule required by this Agreement (the “Disclosure Schedules”) shall not be deemed to be an admission or acknowledgment by the disclosing party or any other Party that such information is required to be listed on such section of the relevant Disclosure Schedule (except to the extent required to be listed on such section of the relevant Disclosure Schedule pursuant to this Agreement) or is material to or outside the ordinary course of the business of the applicable Person to which such disclosure relates. Each disclosure item set forth in the Disclosure Schedules shall relate only to the specific Section of the Agreement that corresponds to the number of such Schedule and to any other Section of this Agreement to which it is reasonably apparent on the face of such disclosure that such disclosure relates. The information contained in this Agreement, the Exhibits hereto and the Disclosure Schedules is

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disclosed solely for purposes of this Agreement, and no information contained herein or therein shall be deemed to be an admission by any Party hereto to any Third Party of any matter whatsoever (including any violation of Law or breach of contract).

Section 10.10                      Third-Party Beneficiaries. This Agreement shall be binding upon and, except as provided below, inure solely to the benefit of the Parties hereto and their respective successors and permitted assigns. (i) None of the provisions of this Agreement shall be for the benefit of or enforceable by any Person other than the Parties, including any creditor of any Party or any of their Affiliates and (ii) no Person other than the Parties shall obtain any right under any provision of this Agreement or shall by reason of any such provision make any claim in respect of any Liability (or otherwise) against any other Parties hereto, provided that the Financing Sources shall be express third-party beneficiaries of, and shall be entitled to rely upon, , Section 10.1, Section 10.2, this Section 10.10 and Section 10.12.

Section 10.11                      Facsimiles; Electronic Transmission; Counterparts. This Agreement may be executed by facsimile or other electronic transmission (including scanned documents delivered by email) by any Party and such execution shall be deemed binding for all purposes hereof, without delivery of an original signature being thereafter required. This Agreement may be executed in one or more counterparts, each of which, when executed, shall be deemed to be an original and all of which together shall constitute one and the same document.

Section 10.12                      No Recourse to Financing Sources.

(a)                                 Notwithstanding anything herein to the contrary, each Contributor Party agrees that neither it, nor any of its former, current or future officers, directors, managers, employees, members, partners, agents or other representatives and Affiliates (collectively, the “Contributor Related Parties”), shall have any claim against any Financing Source, any lender participating in the Acquisition Financing or any of their respective former, current or future direct or indirect equityholders, general or limited partners, stockholders, managers, members, directors, officers, employees, attorneys, agents, representatives, Affiliates, successors or assigns (collectively, the “Finance Related Parties”), nor shall any Finance Related Party have any liability whatsoever to any Contributor Related Party, in connection with the Acquisition Financing or in any way relating to this Agreement or the transactions contemplated hereby, whether at law, in equity, in contract, in tort or otherwise, in each case, whether arising, in whole or in part, out of comparative, contributory or sole negligence by any Finance Related Party or otherwise.

(b)                                 Notwithstanding anything to the contrary in this Agreement, (i) no amendment or modification to this Section 10.12 (or amendment or modification with respect to any related definitions as they affect this Section 10.12) shall be effective without the prior written consent of each Finance Related Party and (ii) each Finance Related Party shall be an express third party beneficiary of, and shall have the right to enforce, this Section 10.12.

(c)                                  Each of the Parties hereto agrees that, Section 9.1 notwithstanding, this provision shall be interpreted, and any action relating to this provision, shall be governed by the Laws of the State of New York without regard to the conflict of Laws provisions thereof that would cause the laws of another state to apply.

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(d)                                 Notwithstanding anything to the contrary contained elsewhere herein (including Section 9.1), the Parties hereby further agree that no Party will bring any legal action or proceeding against any Financing Source in any way relating to this Agreement, the Acquisition Financings, or any of the transactions contemplated hereby or thereby, including any dispute arising out of or relating in any way to the Commitment Letter or any other letter or agreement related to any of the Acquisition Financings, the Commitment Letter or the performance thereof, in any forum other than any New York State court sitting in the borough of Manhattan, or, if, under applicable law, exclusive jurisdiction is vested in the federal courts, the United States District Court for the Southern District of New York (and appellate courts thereof) and each of the Parties hereto consents to the exclusive jurisdiction of such courts (and of the appropriate appellate courts) in any such action or proceeding and waives any objection to venue laid therein.

(e)                                  This Section 10.12 is intended to benefit and may be enforced by the Finance Related Parties.

Section 10.13                      Time of Essence. Time is of the essence in the performance of this Agreement.

* * * * *

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IN WITNESS WHEREOF, the Parties execute and deliver this Agreement, effective as of the date first above written.

SIGNATURE PAGE TO
CONTRIBUTION AGREEMENT

SIGNATURE PAGE TO
CONTRIBUTION AGREEMENT

SIGNATURE PAGE TO
CONTRIBUTION AGREEMENT

EXHIBIT A

DEFINITIONS

“Acquiror” shall have the meaning specified in the preamble.

“Acquiror 401(k) Plan” shall have the meaning specified in Section 5.18(h).

“Acquiror Accounting Firm” means the independent accounting firm regularly engaged by Acquiror to review its quarterly financial statements and provide an audit report with respect to its annual financial statements.

“Acquiror Adjustment Payment” shall have the meaning specified in Section 2.4(c).

“Acquiror Amended Partnership Agreement” shall have the meaning specified in Section 2.1.

“Acquiror Benefit Plans” shall have the meaning specified in Section 4.14(g).

“Acquiror Budget” means the fiscal year 2018 budget and capital expenditure plan of Acquiror.

“Acquiror Class B Conversion Units” means the Acquiror Common Units issuable upon conversion of the Acquiror Class B Units.

“Acquiror Class B Units” shall have the meaning specified in Section 2.1.

“Acquiror Common Units” shall have the meaning specified in the recitals.

“Acquiror Credit Agreement” means the Fifth Amended and Restated Credit Agreement dated as of December 13, 2013, by and among USA Compression Partners, LP, USAC OpCo 2, LLC and USAC Leasing 2, LLC, as guarantors, USA Compression Partners, LLC and USAC Leasing, LLC, as borrowers, the lenders party thereto from time to time, JPMorgan Chase Bank, N.A., as agent and LC issuer, J.P. Morgan Securities LLC, as lead arranger and sole book runner, Wells Fargo Bank, N.A., as documentation agent, and Regions Bank, as syndication agent, as amended by the Letter Agreement by and among USA Compression Partners, LLC, USAC Leasing, LLC, USA Compression Partners, LP, USAC Leasing 2, LLC, USAC OpCo 2, LLC, the Lenders party thereto and JPMorgan Chase Bank, N.A., in its capacity as administrative agent for the Lenders, dated as of June 30, 2014, as amended by the Second Amendment to the Fifth Amended and Restated Credit Agreement, dated as of January 6, 2015, by and among USA Compression Partners, LP, as guarantor, USA Compression Partners, LLC, USAC Leasing, LLC, USAC OpCo 2, LLC and USAC Leasing 2, LLC, as borrowers, the lenders party thereto and JPMorgan Chase Bank, N.A., as agent and LC issuer, as amended by the Third Amendment to the Fifth Amended and Restated Credit Agreement, dated as of March 18, 2016, by and among USA Compression Partners, LP, as guarantor, USA Compression Partners, LLC, USAC Leasing, LLC, USAC OpCo2, LLC and USAC Leasing 2, LLC, as borrowers, the lenders party thereto and JP Morgan Chase Bank, N.A., as agent and LC issuer.

A-1

“Acquiror DRIP” means the Dividend Reinvestment Program of Acquiror, as in effect as of the Execution Date.

“Acquiror Employee Benefit Plan” means any Employee Benefit Plan maintained, sponsored by, or contributed to (or required to be contributed to) by any of the Acquiror Entities for the benefit of the employees of the Acquired Entities (or their respective beneficiaries or dependents).

“Acquiror Entities” means Acquiror and its Subsidiaries.

“Acquiror GP” shall have the meaning specified in the recitals.

“Acquiror GP Interests” means the general partner interests in Acquiror.

“Acquiror IDR/GP Restructuring” shall have the meaning specified in the recitals.

“Acquiror IDRs” means the Incentive Distribution Rights as defined in the Acquiror Partnership Agreement.

“Acquiror Indemnified Parties” shall have the meaning specified in Section 7.1.

“Acquiror Interests” means the Acquiror GP Interests and the Acquiror IDRs.

“Acquiror LTIP” means the Long-Term Incentive Plan of USA Compression Partners, LP.

“Acquiror Management” means USA Compression Management Services, LLC, a Delaware limited liability company and wholly owned Subsidiary of Acquiror GP.

“Acquiror Material Adverse Effect” means any event, change, fact, development, circumstance, condition, matter or occurrence that, individually or in the aggregate with one or more other events, changes, facts, developments, circumstances, conditions, matters or occurrences, is or would be reasonably likely to be materially adverse to, or has had or would be reasonably likely to have a material adverse effect on or change in, on or to the business, condition (financial or otherwise) or operations of the Acquiror Entities, taken as a whole (including, their respective assets, properties or businesses, taken as a whole); provided, however, that, none of the following events, changes, facts, developments, circumstances, conditions, matters or occurrences (either alone or in combination) shall be taken into account for purposes of determining whether or not an Acquiror Material Adverse Effect has occurred: (a) changes in general local, domestic, foreign, or international economic conditions, (b) changes affecting generally the industries or markets in which the Acquiror Entities operate, (c) acts of war, sabotage or terrorism, military actions or the escalation thereof, (d) the announcement (in accordance with the terms of this Agreement), performance or consummation of this Agreement or the transactions contemplated hereby, including any disruption of customer or supplier relationships or loss of any employees or independent contractors of any Acquiror Entity; or (e) any changes in the applicable laws or accounting rules or principles, including changes required by GAAP or interpretations thereof; except, in the case of clauses (a) through (c) and clause (e), to the extent disproportionately affecting the Acquiror Entities as compared with other Persons in the same industry and then only such disproportionate impact shall be considered.

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“Acquiror Material Contracts” means each Contract filed or required to be filed as an exhibit to the Acquiror SEC Reports filed with or furnished since December 31, 2016 or incorporated by reference therein to which any of the Acquiror Entities is a party.

“Acquiror Partnership Agreement” means the First Amended and Restated Agreement of Limited Partnership of USA Compression Partners, LP, dated as of January 18, 2013.

“Acquiror SEC Reports” means all periodic reports, current reports and registration statements, including exhibits and other information incorporated therein, required to be filed by Acquiror with the SEC under the Exchange Act or the Securities Act.

“Acquiror Subject Employees” shall have the meaning specified in Section 4.14(a).

“Acquisition Financing” shall have the meaning specified in Section 5.15(a).

“Acquisition Transaction” shall have the meaning specified in Section 5.11(a).

“Affiliate” means, with respect to a specified Person, any other Person, whether now in existence or hereafter created, directly or indirectly controlling, controlled by or under direct or indirect common control with such specified Person. For purposes of this definition and the definition of Subsidiary, “control” (including, with correlative meanings, “controlling,” “controlled by” and “under common control with”) means, with respect to a Person, the power to direct or cause the direction of the management and policies of such Person, directly or indirectly, whether through the ownership of equity interests, including but not limited to voting securities, by contract or agency or otherwise; provided, however, that this definition shall not include Riverstone Holdings, LLC, a Delaware limited liability company, or any Person whose equity interests are owned, directly or indirectly, by Riverstone Holdings, LLC, or any successor to Riverstone Holdings, LLC (other than Acquiror GP and the Acquiror Entities) or any Person that is controlled by the current principals, partners, directors or managers of Riverstone Holdings, LLC (other than Acquiror GP and the Acquiror Entities); provided, further, that the foregoing proviso shall not apply to Article VII herein.

“Aggregate Cap” shall have the meaning set forth in Section 7.3(c)(i).

“Agreement” shall have the meaning specified in the preamble.

“Assignment of Interests” shall have the meaning specified in Section 2.3(a)(i).

“Award Value” shall have the meaning set forth in Section 5.18(k).

“Audited Financial Statements” shall have the meaning specified in Section 5.15(b).

“Base Cash Consideration” shall have the meaning specified in Section 2.1.

“Business Day” means any day other than a Saturday, a Sunday or a legal holiday for commercial banks in New York, New York.

“Cap” shall have the meaning specified in Section 7.3(c)(i).

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“Cash” means all cash and cash equivalents of the Compression Group Entities as determined in accordance with GAAP, but excluding any cash and cash equivalents that (i) are held in escrow or as a deposit, (ii) resulted from the proceeds of any casualty loss with respect to any asset reflected on the combined balance sheet of the Compression Group Entities dated as of September 30, 2017 or (iii) are restricted balances.

“CDM Environmental” shall have the meaning specified in the recitals.

“CDM Resource” shall have the meaning specified in the recitals.

“Claim” shall have the meaning specified in Section 7.4(a).

“Claim Notice” shall have the meaning specified in Section 7.4(a).

“Closing” shall have the meaning specified in Section 2.2.

“Closing Cash Consideration” means an amount equal to (a) the Base Cash Consideration plus (b) the Estimated Purchase Price Adjustment Amount (which amount will decrease the Closing Cash Consideration if a negative number).

“Closing Date” shall have the meaning specified in Section 2.2.

“Closing Date Cash” means the amount of Cash of the Compression Group Entities as of the Closing Date.

“Closing Date Debt” means the amount of Debt of the Compression Group Entities as of the Closing Date.

“Closing Date Net Working Capital” means the amount of Net Working Capital of the Compression Group Entities as of the Closing Date.

“Code” means the Internal Revenue Code of 1986, as amended from time to time.

“Commitment Letter” shall have the meaning specified in Section 4.24.

“Common Units Consideration” shall have the meaning specified in Section 2.1.

“Compression Business” means the business conducted by the Compression Group Entities of (i) providing treating/processing services (or otherwise providing compression services), (ii) leasing or renting compression units, (iii) providing maintenance services for customer-owned equipment, and (iv) emissions compliance testing and reporting, in each case to third parties engaged in the exploration, production, gathering, processing, transportation or distribution of oil and gas.

“Compression Business Insurance Policies” shall have the meaning specified in Section 3.13.

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“Compression Group Budget” means the Compression Group Entities’ 2017 budget and, with respect to 2018, its 2018 budget, in each case, as in effect as of the Execution Date, a true and correct copy of which has been provided to Acquiror as of the Execution Date.

“Compression Group Entities” shall have the meaning specified in the recitals.

“Compression Group Material Adverse Effect” means any event, change, fact, development, circumstance, condition, matter or occurrence that, individually or in the aggregate with one or more other events, changes, facts, developments, circumstances, conditions, matters or occurrences, is or would be reasonably likely to be materially adverse to, or has had or would be reasonably likely to have a material adverse effect on or change in, on or to the business, condition (financial or otherwise) or operations of the Compression Group Entities, taken as a whole (including, their respective assets, properties or businesses, taken as a whole); provided, however, that, none of the following events, changes, facts, developments, circumstances, conditions, matters or occurrences (either alone or in combination) shall be taken into account for purposes of determining whether or not a Compression Group Material Adverse Effect has occurred: (a) changes in general local, domestic, foreign, or international economic conditions, (b) changes affecting generally the industries or markets in which the Compression Group Entities operate, (c) acts of war, sabotage or terrorism, military actions or the escalation thereof, (d) the announcement (in accordance with the terms of this Agreement), performance or consummation of this Agreement or the transactions contemplated hereby, including any disruption of customer or supplier relationships or loss of any employees or independent contractors of any Compression Group Entity, or (e) any changes in the applicable laws or accounting rules or principles, including changes required by GAAP or interpretations thereof; except, in the case of clauses (a) through (c) and clause (e), to the extent disproportionately affecting the Compression Group Entities as compared with other Persons in the same industry and then only such disproportionate impact shall be considered.

“Confidentiality Agreement” means that certain Confidential Information Agreement, dated as of November 28, 2017, by and among ETE, ETP, Acquiror and Acquiror GP.

“Consideration” shall have the meaning specified in Section 2.1.

“Contract” means any written contract, agreement, indenture, note, bond, mortgage, loan, instrument, evidence of indebtedness, security agreement, lease, easement, right of way agreement, sublease, license, commitment, subcontract, or other arrangement, understanding, undertaking, commitment, or obligation.

“Contribution” shall have the meaning specified in the recitals.

“Contributor” shall have the meaning specified in the preamble.

“Contributor 401(k) Plan” shall have the meaning specified in Section 5.18(h).

“Contributor Adjustment Payment” shall have the meaning specified in Section 2.4(c).

“Contributor Employee Benefit Plan” means any Employee Benefit Plan maintained, sponsored by, or contributed to (or required to be contributed to) by any of the Contributor Parties

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for the benefit of any Subject Employee (or for the respective beneficiaries or dependents of the Subject Employee).

“Contributor Indemnified Parties” shall have the meaning specified in Section 7.2.

“Contributor Parties” shall have the meaning specified in the preamble.

“Contributor Party” shall have the meaning specified in the preamble.

“Contributor Related Parties” shall have the meaning specified in Section 10.12(a).

“Controlled Group Liability” means any and all Liabilities (v) under Title IV of ERISA, (w) under sections 206(g), 302 or 303 of ERISA, (x) under Sections 412, 430, 431, 436 or 4971 of the Code and (y) as a result of the failure to comply with the continuation of coverage requirements of the Consolidated Omnibus Budget Reconciliation Act as set forth in Section 601 et seq. of ERISA and Section 4980B of the Code.

“Courts” shall have the meaning specified in Section 9.1.

“Current Assets” means “current assets” as defined in accordance with GAAP, as applied consistently with the Compression Group Entities’ past practices (including its preparation of the Unaudited Financial Statements); provided that Current Assets shall not include (i) Cash, (ii) in whole or in part, any Tax assets or (iii) any Defaulted Receivables.

“Current Liabilities” means “current liabilities” as defined in accordance with GAAP, as applied consistently with the Compression Group Entities’ past practices (including its preparation of the Unaudited Financial Statements); provided that Current Liabilities shall not include, in whole or in part, (i) any deferred Tax liabilities and (ii) any Debt.

“Debt” means, for a particular Person without duplication: (i) indebtedness of such Person for borrowed money, including the face amount of any letter of credit, any financing break-fees, pre-pay penalty fees, early termination fees or similar fees and any other obligations under letters of credit and agreements relating to the issuance of letters of credit or acceptance financing and including indebtedness of such Person to an Affiliate of such Person; (ii) obligations of such Person evidenced by bonds, debentures, notes or other similar instruments; (iii) obligations of such Person to pay the deferred purchase price of property or services (including obligations that are non-recourse to the credit of such Person but are secured by the assets of such Person, but excluding trade accounts payable); (iv) obligations of such Person as lessee under capital leases and obligations of such Person in respect of synthetic leases; (v) obligations of such Person under any hedging arrangement, including the mark-to-market value of any obligations arising as a result of or under any hedging arrangements outstanding as of the Closing; (vi) obligations of such Person under any severance or termination payments owed to employees of the Compression Group Entities; (vii) obligations of such Person under direct or indirect guaranties in respect of, and obligations (contingent or otherwise) of such Person to purchase or otherwise acquire, or otherwise to assure a creditor against loss in respect of, indebtedness or obligations of others of the kinds referred to in clauses (i) through (vi) above; and (viii) indebtedness or obligations of others of the kinds referred to in clauses (i) through (vii) secured by any Lien on or in respect of any property of such Person.

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“Deductible” shall have the meaning specified in Section 7.3(b)(i).

“Defaulted Receivables” shall mean any Receivables that, as of a date no more than five (5) Business Days prior to the Closing Date, (i) have been outstanding for more than 90 days after the relevant invoice date as of the Closing Date; provided, that any such Receivables that have been re-issued or re-dated shall be deemed to have been outstanding since the original issuance of such Receivable, or (ii) are outstanding and owed by a Person that has suffered an event of insolvency.

“Director or Above Transferred Employee” shall have the meaning set forth in Section 5.18(k).

“Disclosure Schedules” shall have the meaning specified in Section 10.9.

“DRULPA” shall have the meaning specified in Section 4.2(c).

“Employee Benefit Plan” means any “employee benefit plan,” as defined under Section 3(3) of ERISA (whether or not subject to ERISA), and each other employment, consulting, compensation, bonus, retention, change of control, pension, stock/unit option, restricted unit, performance unit, unit appreciation, phantom equity, stock/unit purchase, benefit, equity-based, welfare, profit-sharing, retirement, post-employment, disability or sick leave, vacation/paid time-off, termination, severance, hospitalization, welfare benefit insurance, incentive, deferred compensation, and other similar fringe or employee benefit plans, contracts, policies, funds, programs or arrangements (including broad-based and individual agreements or arrangements), whether written or oral.

“Encumbrances” means any mortgage, deed of trust, encumbrance, charge, claim, equitable or other interest, easement, right of way, building or use restriction, lease, license, lien, option, pledge, security interest, purchase rights, preemptive right, right of first refusal or similar right or adverse claim or restriction of any kind.

“Environment” means soil, surface water, groundwater, drinking water supplies, stream sediments, surface or subsurface strata, ambient air, plant and animal life, and land and natural resources, and the workplace.

“Environmental Laws” means collectively, all applicable federal, state and local laws (including common law), ordinances, rules and regulations relating to the prevention of pollution, remediation of contamination or restoration of environmental quality, protection of human health or the Environment, exposure to or any handling or disposal of Hazardous Materials, or workplace health and safety, including, without limitation, the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, 42 U.S.C. § 9601, et seq., the Resource Conservation and Recovery Act of 1976, 42 U.S.C. § 6901, et seq., the Clean Air Act, 42 U.S.C. § 7401, et seq., the Federal Water Pollution Control Act, 33 U.S.C. § 1251, et seq., the Oil Pollution Act of 1990, 33 U.S.C.§ 2701, et seq., the Toxic Substances Control Act, 15 U.S.C. §§ 2601 through 2629, the Emergency Planning and Community Right to Know Act, 42 U.S.C. § 11001 et seq., the Safe Drinking Water Act, 42 U.S.C. §§ 300f through 300j, and the Occupational Safety and Health Act, 29 U.S.C. § 651 et seq.; in each case, as amended and the regulations promulgated pursuant thereto.

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“Equity Consideration” shall have the meaning specified in Section 2.1.

“Equity Make Up Award” shall have the meaning set forth in Section 5.18(k).

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

“ERISA Affiliate” means any Person that, together with any Compression Group Entity or Acquiror Entity, as applicable, is (or at any relevant time was) treated as a single employer under Section 414(b), (c), (m) or (o) of the Code.

“Estimated Adjustment Statement” shall have the meaning specified in Section 2.4(a).

“Estimated Closing Date Balance Sheet” shall have the meaning specified in Section 2.4(a).

“Estimated Closing Date Cash Amount” shall have the meaning specified in Section 2.4(a).

“Estimated Closing Date Debt” shall have the meaning specified in Section 2.4(a).

“Estimated Net Working Capital” shall have the meaning specified in Section 2.4(a).

“Estimated Purchase Price Adjustment Amount” shall have the meaning specified in Section 2.4(a).

“ETE” shall have the meaning specified in the preamble.

“ETP” shall have the meaning specified in the preamble.

“ETP Accounting Firm” means the independent accounting firm regularly engaged by ETP to review the quarterly financial statements of the Compression Group Entities and provide an audit report with respect to the Compression Group Entities’ annual financial statements.

“ETP GP” shall have the meaning specified in the preamble.

“ETP LTIP Units” shall have the meaning set forth in Section 5.18(k).

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Execution Date” shall have the meaning specified in the preamble.

“Executive/Sales Employees” means those Subject Employees set forth on Schedule 5.18(a) as “Executive/Sales Employees,” together with any persons who become employed by an employing Affiliate of ETP as a Subject Employee prior to the Closing in accordance with Section 5.2, and whose job functions in connection with operating and managing the Compression Business consist primarily of executive functions or sales, as reasonably determined by ETP in consultation with Acquiror.

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“Expiration Date” shall have the meaning specified in Section 7.3(d)(i).

“Final Adjustment Statement” shall have the meaning specified in Section 2.4(b).

“Final Closing Date Balance Sheet” shall have the meaning specified in Section 2.4(b).

“Final Purchase Price Adjustment Amount” shall have the meaning specified in Section 2.4(b).

“Finance Related Parties” shall have the meaning specified in Section 10.12(a).

“Financing” shall have the meaning specified in Section 4.24.

“Financing Sources” shall have the meaning specified in Section 5.15(a).

“Fundamental Representations” means, with respect to the Contributor Parties, the representations and warranties contained in Section 3.1 (Organization), Section 3.2 (Validity of Agreement; Authorization), Section 3.5 (Ownership of the Subject Interests), Section 3.10 (Tax Matters) and Section 3.21 (Brokers), and with respect to Acquiror, the representations and warranties contained in Section 4.1 (Organization), Section 4.2 (Validity of Agreement; Authorization), Section 4.5 (Capitalization) and Section 4.12 (Tax Matters).

“GAAP” means generally accepted accounting principles in the United States of America in effect from time to time.

“Grant Agreement” shall have the meaning set forth in Section 5.18(k).

”Governmental Authority” means any (a) federal, state, local, municipal, foreign or multinational government, or any subsidiary body thereof or (b) governmental or quasi-governmental authority of any nature, including, (i) any governmental agency, branch, commission, department, official, or entity, (ii) any court, judicial authority, or other tribunal, and (iii) any arbitration body or tribunal.

“GP Acquisition” shall have the meaning specified in the recitals.

“GP Purchase Agreement” shall have the meaning specified in the recitals.

”Hazardous Material” shall mean any:  (a) chemical, product, material, substance or waste defined as or included in the definition of “hazardous substance,” “hazardous material,” “hazardous waste,” “restricted hazardous waste,” “extremely hazardous waste,” “solid waste,” “toxic waste,” “extremely hazardous substance,” “toxic substance,” or “toxic pollutant” or words of similar meaning or import, pursuant to any Environmental Law; (b) petroleum hydrocarbons, petroleum products, petroleum substances, natural gas, crude oil, or any components, fractions, or derivatives thereof; and (c) asbestos containing materials, polychlorinated biphenyls, or radioactive materials.

“High Net Working Capital Threshold” means $40,000,000.

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“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder.

“Indemnified Party” shall have the meaning set forth in Section 7.2.

“Indemnifying Party” shall have the meaning specified in Section 7.4(a).

“Independent Accounting Firm” has the meaning specified in Section 2.4(b).

”Intellectual Property” means any and all proprietary and intellectual property rights, under the law of any jurisdiction, both statutory and common law rights, including: (a) utility models, supplementary protection certificates, statutory invention registrations, patents and applications for same, and extensions, divisions, continuations, continuations-in-part, reexaminations, and reissues of the foregoing; (b) trademarks, service marks, trade names, slogans, domain names, logos, and trade dress (including all goodwill associated with the foregoing), and registrations and applications for registrations of the foregoing; (c) copyrights, moral rights, database rights, other rights in works of authorship and registrations and applications for registration of the foregoing; and (d) Trade Secrets.

”Interests” means (a) capital stock, common units, member or limited liability company interests, partnership interests, other equity interests, rights to profits or revenue and any other similar interest, (b) any security or other interest convertible into or exchangeable or exercisable for any of the foregoing and (c) any right (contingent or otherwise) to acquire any of the foregoing.

“Knowledge” means the actual knowledge after reasonable inquiry of, in the case of the Contributor Parties, Tom Long, Tom Mason, Paul Ludwick and Christopher Moring, and, in the case of Acquiror, Eric Long, Matthew Liuzzi and Christopher Porter.

“Law” means any applicable domestic or foreign federal, state, local, municipal, or other administrative order, constitution, law, Order, policy, ordinance, rule, code, principle of common law, case, decision, regulation, statute, tariff or treaty, or other requirements with similar effect of any Governmental Authority or any binding provisions or interpretations of the foregoing.

“Leased Real Property” shall have the meaning specified in Section 3.18(b).

“Liability” means, collectively, any direct or indirect indebtedness, commitment, guaranty, endorsement, claim, loss, damage, deficiency, cost, expense, obligation, contingency, responsibility or other liability, in each case, whether fixed or unfixed, asserted or unasserted, known or unknown, liquidated or unliquidated, due or to become due, accrued or unaccrued, absolute, contingent or otherwise.

“Losses” shall have the meaning specified in Section 7.1.

“Low Net Working Capital Threshold” means $20,000,000.

“Major Customer” shall have the meaning specified in Section 3.16(d).

“Major Supplier” shall have the meaning specified in Section 3.16(d).

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“Marketing Period” means the period beginning on the date on which Acquiror has the Required Information and ending 25 Business Days thereafter; provided, that (a) the Marketing Period shall not be deemed to have commenced if, prior to the completion of such 25 Business Day period (i) ETP Accounting Firm shall have withdrawn its audit opinion with respect to any of the financial statements included in the Required Information, in which case the Marketing Period shall not be deemed to commence unless and until a new unqualified audit opinion is delivered with respect to such financial statements by ETP Accounting Firm or another nationally recognized independent public accounting firm reasonably acceptable to the Acquiror and the Contributor Parties or (ii) any of the financial statements included in the Required Information shall have been restated or any of the Contributor Parties, any governing body thereof, any of the Compression Group Entities, any governing body thereof or ETP Accounting Firm shall have determined that a restatement of any such financial statements is required, in which case the Marketing Period shall be deemed not to commence until such restatement has been completed or such Contributor Party, Compression Group Entity or ETP Accounting Firm, as applicable, has determined and confirmed in writing to Acquiror that no restatement shall be required in accordance with GAAP and (b) (i) the Marketing Period will not commence until on or after January 8, 2018 and (ii) the Marketing Period shall exclude January 15, 2018 and February 19, 2018. If the Contributor Parties reasonably believe (in good faith) that the Marketing Period has commenced, the Contributor Parties may deliver to Acquiror a written notice to that effect (stating when the Contributor Parties believe such period commenced), in which case, the “Marketing Period” shall be deemed to have commenced on the date specified in such notice, unless Acquiror reasonably believes (in good faith) that the Marketing Period has not commenced and within five Business Days after the delivery of such notice by the Contributor Parties, Acquiror delivers a written notice to the Contributor Parties to that effect (stating why the Marketing Period has not commenced and, if applicable, which Required Information has not yet been delivered); provided, that it is understood that the delivery of such written notice from Acquiror shall not prejudice any right on the part of the Contributor Parties to assert that or any determination as to whether the Marketing Period has in fact commenced.

“Material Contracts” shall have the meaning specified in Section 3.16(b).

“Net Working Capital” means (a) total Current Assets minus (b) total Current Liabilities; provided, notwithstanding anything to the contrary in this Agreement, that Defaulted Receivables shall not be included in any calculation of Net Working Capital.

“Net Working Capital Deficiency” means the amount (if any) by which the Net Working Capital Threshold exceeds the Closing Date Net Working Capital.

“Net Working Capital Surplus” means the amount (if any) by which the Closing Date Net Working Capital exceeds the Net Working Capital Threshold.

“Net Working Capital Threshold” means $30,000,000.

“NYSE” shall have the meaning specified in Section 4.22.

“Objection Notice” has the meaning specified in Section 2.4(b).

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“Operational Employees” means those Subject Employees set forth on Schedule 5.18(a) as “Operational Employees,” together with any persons who become employed by an employing Affiliate of ETP as a Subject Employee prior to the Closing in accordance with Section 5.2, in each case other than Executive/Sales Employees or Operational Support Employees, as reasonably determined by ETP in consultation with Acquiror.

“Operational Support Employees” means those Subject Employees set forth on Schedule 5.18(a) as “Operational Support Employees,” together with any persons who become employed by an employing Affiliate of ETP as a Subject Employee prior to the Closing in accordance with Section 5.2, and whose job functions in connection with operating and managing the Compression Business consist primarily of operational support, as reasonably determined by ETP in consultation with Acquiror.

“Order” means any award, decision, injunction, judgment, order, ruling, writ, decree or verdict entered, issued, made or rendered by any Governmental Authority.

“Organizational Document” means (a) with respect to a corporation, the articles or certificate of incorporation and bylaws thereof together with any other governing agreements or instruments of such corporation or the shareholders thereof, each as amended, (b) with respect to a limited liability company, the certificate of formation and the operating or limited liability company agreement or regulations thereof, or any comparable governing instruments, each, as amended, (c) with respect to a partnership, the certificate of formation and the partnership agreement of the partnership and, if applicable, the Organizational Documents of such partnership’s general partner, or any comparable governing instruments, each as amended, and (d) with respect to any other Person, the organizational, constituent or governing documents or instruments of such Person, each as amended.

“Outside Date” shall have the meaning specified in Section 8.1(e).

“Owned Real Property” shall have the meaning specified in Section 3.18(a).

“Party” means, as applicable, Acquiror, each of the Contributor Parties and, solely for purposes of Section 5.18(b), Section 10.1 and Section 10.5, ETE.

“Permits” shall have the meaning specified in Section 3.9(b).

“Permitted Encumbrances” means, with respect to any Person, (a) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, landlord’s or other like Encumbrances arising in the ordinary course of business which are not overdue for a period of more than 60 days or which are being contested in good faith by appropriate Proceedings; (b) pledges or deposits in connection with workers’ compensation, unemployment insurance and other social security legislation and deposits securing liability to insurance carriers under insurance or self-insurance arrangements; (c) Encumbrances for Taxes not yet due or which are being contested in good faith by appropriate Proceedings; (d) deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations and surety and appeal bonds; (e) Encumbrances created pursuant to construction, operating and maintenance agreements, space lease agreements and other similar agreements, in each case having ordinary and customary terms and entered into in the ordinary course of business by such Person and its Subsidiaries, which do

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not materially impair the value or materially affect the continued use of the property for the purpose for which the property is currently being used by such Person or its Subsidiaries; and (f) with respect to any item of real property, title exceptions, defects in title, encumbrances, liens, charges, easements, rights-of-way, covenants, declarations, restrictions, restrictive covenants, revocable interests and other matters, whether or not of record, which do not materially impair the value or materially affect the continued use of the property for the purposes for which the property is currently being used by such Person or its Subsidiaries.

“Person” means any individual, partnership, limited partnership, limited liability company, corporation, joint venture, trust, cooperative, association, foreign trust, unincorporated organization, foreign business organization or Governmental Authority or any department or agency thereof, and the heirs, executors, administrators, legal representatives, successors, and assigns of such “Person” where the context so permits.

“Phantom Unit Award Agreement” shall have the meaning specified in Section 5.3(b)(vi).

“Phantom Units” means any phantom unit that entitles the holder to receive Acquiror Common Units (including corresponding distribution rights) and/or cash that was granted pursuant to the Acquiror LTIP.

“Pre-Closing Tax Period” means any Tax period ending on or before the Closing Date and that portion of any Straddle Period ending on the Closing Date.

“Preferred Purchase Agreement” means that certain Series A Preferred Unit and Warrant Purchase Agreement, dated as of the date hereof, by and among Acquiror GP and the Purchasers Party Thereto, relating to the purchase and sale of Acquiror’s Series A Preferred Units and Warrant Exercise Units.

“Proceedings” means any claim, action, arbitration, mediation, audit, hearing, investigation, proceeding, litigation, subpoena or suit (whether civil, criminal, administrative, investigative, or informal) commenced, brought, conducted, or heard by or before, or otherwise involving, any Governmental Authority, arbitrator, or mediator.

“Purchase Price Adjustment Amount” means an amount (which may be a negative number) equal to (a) the Closing Date Cash, minus (b) the Closing Date Debt, plus (c) any Net Working Capital Surplus and minus (d) any Net Working Capital Deficiency; provided, that there shall be no adjustment for any Net Working Capital Surplus unless the Closing Date Net Working Capital exceeds the High Net Working Capital Threshold, in which case the amount of such adjustment shall be limited to the amount by which the Closing Date Net Working Capital exceeds the High Net Working Capital Threshold; and provided, further, that there shall be no adjustment for any Net Working Capital Deficiency unless the Closing Date Net Working Capital is less than the Low Net Working Capital Threshold, in which case the amount of such adjustment shall be limited to the absolute amount by which the Closing Date Net Working Capital is less than the Low Net Working Capital Threshold.

“Purchasers” shall have the meaning specified in the recitals.

“Qualifying Offer” shall have the meaning specified in Section 5.18(a).

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“Qualifying Termination” shall have the meaning specified in Section 5.18(d).

“Real Property” means together, the Owned Real Property and the Leased Real Property.

“Receivables” means all accounts receivable, bills receivable, trade accounts, book debts and insurance claims of the Compression Group Entities, together with any unpaid interest accrued on such items and any security or collateral for such items, including recoverable deposits.

“Registration Rights Agreement” shall have the meaning specified in Section 2.3(a)(vii).

“Release” means any depositing, spilling, leaking, pumping, pouring, placing, emitting, discarding, abandoning, emptying, discharging, migrating, injecting, escaping, leaching, dispersion, migration, dumping, or disposing.

“Remedial Action” shall have the meaning specified in Section 5.1(b).

“Representatives” means a Party’s counsel, financial advisors, auditors and other authorized representatives.

“Required Employment Information” shall have the meaning set forth in Section 5.18(a).

“Required Information” shall have the meaning set forth in Section 5.15(b).

“Resigning Directors and Officers” shall have the meaning specified in Section 5.7.

“Restricted Party” means the Contributor Parties.

“Restructuring Agreement” shall have the meaning specified in the recitals.

“Retained Employment-Related Liabilities” shall mean all Liabilities and Losses that are attributable to, associated with or related to, or that arise out of or in connection with (a) any Contributor Employee Benefit Plan; (b) any Employee Benefit Plan sponsored, maintained or contributed to, or otherwise obligated to be contributed to, by any Compression Group Entity at any time on or prior to the Closing, or under which any Compression Group Entity has a Liability at any time on or prior to the Closing; (c) any Controlled Group Liability of the Compression Group Entities in existence as of immediately prior to the Closing that would otherwise be Acquiror’s Liability at any time following the Closing Date; and (d) the employment or engagement of any Subject Employee prior to the Closing Date.

“Retained Names and Marks” shall have the meaning specified in Section 5.9(a).

“Review Period” shall have the meaning specified in Section 2.4(b).

“Scheduled Leases” shall have the meaning specified in Section 3.18(b).

“SEC” means the United States Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended from time to time, and the rules and regulations of the SEC promulgated thereunder.

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“Severance Plan” shall have the meaning specified in Section 5.18(d).

“Severance Release” shall have the meaning specified in Section 5.18(e).

“Special Financial Statements” shall have the meaning specified in Section 5.14(a).

“Straddle Period” shall mean any Tax period beginning before or on and ending after the Closing Date.

“Subject Employees” mean all persons employed by an employing Affiliate of ETP that are primarily engaged in operating and managing the Compression Business.

“Subject Interests” shall have the meaning specified in the recitals.

“Subsidiary” means, with respect to any Person, any corporation, limited liability company, partnership, association, or business entity, whether incorporated or unincorporated, of which (a) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers, or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more Subsidiaries of that Person or a combination thereof, (b) if a partnership (whether general or limited), a general partner interest is at the time owned or controlled, directly or indirectly, by that Person or one or more Subsidiaries of that Person or a combination thereof or (c) if a limited liability company, partnership, association, or other business entity (other than a corporation), a majority of partnership or other similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more Subsidiaries of that Person or a combination thereof. For purposes hereof, a Person or Persons shall be deemed to have a majority ownership interest in a limited liability company, partnership, association, or other business entity (other than a corporation) if such Person or Persons shall be allocated a majority of limited liability company, partnership, association, or other business entity gains or losses.

“Tangible Personal Property” shall have the meaning specified in Section 3.18(d).

“Tax” means all taxes, charges, fees, levies, or other assessments, including all net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, withholding, payroll, employment, social security, unemployment, excise, estimated, severance, stamp, occupation, property, or other taxes, customs duties, fees, assessments, or charges of any kind whatsoever, or other tax of any kind whatsoever, including all interest and penalties thereon, and additions to tax or additional amounts, imposed by any Tax Authority.

“Tax Authority” means a Governmental Authority or political subdivision thereof responsible for the imposition, administration, assessment, or collection of any Tax (domestic or foreign) and the agency (if any) charged with the collection or administration of such Tax for such entity or subdivision.

“Tax Returns” means any return, declaration, report, claim for refund, estimate, information, rendition, statement or other document pertaining to any Taxes required to be filed with a Governmental Authority, and including any attachments or supplements or amendments thereto.

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“Third Party” means any Person other than (a) a Party, (b) an Affiliate of a Party or (c) the Compression Group Entities.

“Third Party Claim” shall have the meaning specified in Section 7.4(b).

“Trade Secrets” means trade secrets and rights in confidential information, including confidential technical or non-technical data, information or know how, customer information, lists of actual or potential customers or suppliers, financial data, financial plans, product plans, formulas, patterns, processes, techniques, methods, compilations, programs (including computer software and related source code) and or other information similar to any of the foregoing, whether or not patentable.

“Transaction Debt” shall have the meaning specified in Section 2.6(b).

“Transaction Documents” means, collectively, this Agreement, the Confidentiality Agreement, the Acquiror Amended Partnership Agreement, the Assignment of Interests, the Transition Services Agreement, the Registration Rights Agreement and any and all other agreements or instruments provided for in this Agreement to be executed and delivered by the Parties in connection with the transactions contemplated hereby.

“Transactions” means the transactions contemplated by this Agreement, the GP Purchase Agreement, the Restructuring Agreement and the Preferred Purchase Agreement

“Transfer Taxes” shall have the meaning specified in Section 5.12(a).

“Transferred Employee” shall have the meaning specified in Section 5.18(a).

“Transition Services Agreement” shall have the meaning specified in Section 2.3(a)(vi).

“Transition Service Period” shall mean the term of the Transition Services Agreement.

“Treasury Regulations” means the regulations (including temporary regulations) promulgated by the United States Department of the Treasury pursuant to and in respect of provisions of the Code.  All references herein to sections of the Treasury Regulations shall include any corresponding provision or provisions of succeeding, similar or substitute, temporary or final Treasury Regulations.

“Unaudited Financial Statements” means the Unaudited Yearly Financial Statements and the Unaudited Interim Financial Statements.

“Unaudited Interim Financial Statements” means the unaudited combined balance sheet of the Compression Group Entities as of September 30, 2017 and 2016 and the related unaudited combined statements of income, changes in owners’ equity and cash flows for the nine months ended September 30, 2017 and 2016.

“Unaudited Yearly Financial Statements” means an unaudited combined balance sheet of the Compression Group Entities as of December 31, 2016 and 2015 and the related unaudited combined statements of income, changes in owners’ equity and cash flows for the years ended December 31, 2016, 2015 and 2014.

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“USAC Holdings” shall have the meaning specified in the recitals.

“WARN” shall have the meaning specified in Section 4.14(f).

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EXHIBIT B

FORM OF
SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF USA COMPRESSION PARTNERS, LP

[See attached]

C-1

SECOND AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP

of

USA COMPRESSION PARTNERS, LP

A Delaware limited partnership

Dated as of [·], 2018

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