EX-4.1


 Exhibit 4.1 

Execution Version 

REGISTRATION RIGHTS AGREEMENT 

BY AND AMONG 
 SUNOCO LP

 AND 
 THE
PURCHASERS NAMED ON SCHEDULE A HERETO 






 TABLE OF CONTENTS 

 

							
	 ARTICLE I DEFINITIONS
	  	 	1	  
			
	 Section 1.01
	 	 Definitions
	  	 	1	  
	 Section 1.02
	 	 Registrable Securities
	  	 	3	  
		
	 ARTICLE II REGISTRATION RIGHTS
	  	 	3	  
			
	 Section 2.01
	 	 Registration
	  	 	3	  
	 Section 2.02
	 	 Piggyback Rights
	  	 	5	  
	 Section 2.03
	 	 Delay Rights
	  	 	6	  
	 Section 2.04
	 	 Underwritten Offerings
	  	 	8	  
	 Section 2.05
	 	 Sale Procedures
	  	 	8	  
	 Section 2.06
	 	 Cooperation by Holders
	  	 	12	  
	 Section 2.07
	 	 Restrictions on Public Sale by Holders of Registrable Securities
	  	 	12	  
	 Section 2.08
	 	 Expenses
	  	 	12	  
	 Section 2.09
	 	 Indemnification
	  	 	13	  
	 Section 2.10
	 	 Rule 144 Reporting
	  	 	15	  
	 Section 2.11
	 	 Transfer or Assignment of Registration Rights
	  	 	15	  
	 Section 2.12
	 	 Limitation on Subsequent Registration Rights
	  	 	16	  
		
	 ARTICLE III MISCELLANEOUS
	  	 	16	  
			
	 Section 3.01
	 	 Communications
	  	 	16	  
	 Section 3.02
	 	 Successor and Assigns
	  	 	17	  
	 Section 3.03
	 	 Assignment of Rights
	  	 	17	  
	 Section 3.04
	 	 Recapitalization, Exchanges, Etc. Affecting the Units
	  	 	17	  
	 Section 3.05
	 	 Aggregation of Registrable Securities
	  	 	17	  
	 Section 3.06
	 	 Specific Performance
	  	 	17	  
	 Section 3.07
	 	 Counterparts
	  	 	17	  
	 Section 3.08
	 	 Headings
	  	 	18	  
	 Section 3.09
	 	 Governing Law
	  	 	18	  
	 Section 3.10
	 	 Severability of Provisions
	  	 	18	  
	 Section 3.11
	 	 Entire Agreement
	  	 	18	  
	 Section 3.12
	 	 Amendment
	  	 	18	  
	 Section 3.13
	 	 No Presumption
	  	 	18	  
	 Section 3.14
	 	 Obligations Limited to Parties to Agreement
	  	 	19	  
	 Section 3.15
	 	 Independent Nature of Purchaser’s Obligations
	  	 	19	  
	 Section 3.16
	 	 Interpretation
	  	 	19	  
		
	 Schedule A – Purchaser List; Notice and Contact Information; Opt-Out
	  			







 REGISTRATION RIGHTS AGREEMENT 

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of December 3, 2015, by and among
Sunoco LP, a Delaware limited partnership (the “Partnership”), and each of the Persons set forth on Schedule A to this Agreement (each, a “Purchaser” and collectively, the “Purchasers”). 

WHEREAS, this Agreement is made and entered into in connection with the Closing of the issuance and sale of the Purchased Units pursuant to
the Common Unit Purchase Agreement, dated as of November 15, 2015, by and among the Partnership and the Purchasers (the “Common Unit Purchase Agreement”); and 

WHEREAS, the Partnership has agreed to provide the registration and other rights set forth in this Agreement for the benefit of the Purchasers
pursuant to the Common Unit Purchase Agreement. 
 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 by each party hereto, the parties hereby agree as follows: 

ARTICLE I 
 DEFINITIONS

 Section 1.01 Definitions. Capitalized terms used herein without definition shall have the meanings given to them in the
Common Unit Purchase Agreement. The terms set forth below are used herein as so defined: 
 “Affiliate” means, with respect
to any Person, any other Person that directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with, the Person in question. As used herein, the term “control” means the possession,
direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise. 

“Agreement” has the meaning specified therefor in the introductory paragraph of this Agreement. 

“Commission” means the U.S. Securities and Exchange Commission. 

“Common Unit Purchase Agreement” has the meaning specified therefor in the recitals of this Agreement. 

“Effectiveness Period” has the meaning specified therefor in Section 2.01(a) of this Agreement. 

“General Partner” means Sunoco GP LLC, a Delaware limited liability company. 

  
 1 







 “Holder” means the record holder of any Registrable Securities. 

“Included Registrable Securities” has the meaning specified therefor in Section 2.02(a) of this Agreement. 

“Liquidated Damages” has the meaning specified therefor in Section 2.01(b) of this Agreement. 

“Liquidated Damages Multiplier” means, with respect to a particular Purchaser, the product of the Common Unit Price times the
number of Purchased Units purchased by such Purchaser that may not be disposed of without restriction and without the need for current public information pursuant to any section of Rule 144 (or any similar provision then in effect) under the
Securities Act. 
 “Losses” has the meaning specified therefor in Section 2.09(a) of this Agreement. 

“Managing Underwriter” means, with respect to any Underwritten Offering, the book-running lead manager or managers of such
Underwritten Offering. 
 “Opt-Out Notice” has the meaning specified therefor in Section 2.02(a) of this
Agreement. 
 “Parity Securities” has the meaning specified therefor in Section 2.02(b) of this Agreement. 

“Partnership” has the meaning specified therefor in the introductory paragraph of this Agreement. 

“Person” means an individual or a corporation, limited liability company, partnership, firm, joint venture, trust,
unincorporated organization, association, government agency or political subdivision thereof or other entity. 

“Purchaser” and “Purchasers” have the meanings specified therefor in the introductory paragraph of this
Agreement. 
 “Registrable Securities” means (i) the Common Units to be acquired by the Purchasers pursuant to the
Common Unit Purchase Agreement and (ii) any Common Units issued as Liquidated Damages pursuant to Section 2.01(b) of this Agreement, and also includes any type of interest issued to the Holders pursuant to Section 3.04.

 “Registration Expenses” has the meaning specified therefor in Section 2.08(b) of this Agreement. 

“Registration Statement” has the meaning specified therefor in Section 2.01(a) of this Agreement. 

“Selling Expenses” has the meaning specified therefor in Section 2.08(b) of this Agreement. 

  
 2 







 “Selling Holder” means a Holder who is selling Registrable Securities pursuant
to a registration statement. 
 “Selling Holder Indemnified Persons” has the meaning specified therefor in
Section 2.09(a) of this Agreement. 
 “Underwritten Offering” means an offering (including an offering pursuant
to a Registration Statement) in which Common Units are sold to an underwriter on a firm commitment basis for reoffering to the public or an offering that is a “bought deal” with one or more investment banks. 

Section 1.02 Registrable Securities. Any Registrable Security will cease to be a Registrable Security (a) when a registration
statement covering such Registrable Security becomes or has been declared effective by the Commission and such Registrable Security has been sold or disposed of pursuant to such effective registration statement; (b) when such Registrable
Security has been disposed of pursuant to any section of Rule 144 (or any similar provision then in effect) under the Securities Act; (c) when such Registrable Security is held by the Partnership or one of its subsidiaries or Affiliates;
(d) when such Registrable Security has been sold or disposed of in a private transaction in which the transferor’s rights under this Agreement are not assigned to the transferee of such securities pursuant to Section 2.11
hereof or (e) when such Registrable Security becomes eligible for resale without restriction and without the need for current public information pursuant to any section of Rule 144 (or any similar provision then in effect) under the Securities
Act. 
 ARTICLE II 

REGISTRATION RIGHTS 

Section 2.01 Registration. 

(a) Effectiveness Deadline. Following the date hereof, but no later than 120 days following the Closing Date, the Partnership shall
prepare and file a registration statement under the Securities Act to permit the public resale of Registrable Securities then outstanding from time to time as permitted by Rule 415 (or any similar provision then in effect) of the Securities Act with
respect to all of the Registrable Securities (the “Registration Statement”). The Registration Statement filed pursuant to this Section 2.01(a) shall be on such appropriate registration form or forms of the Commission as
shall be selected by the Partnership so long as it permits the continuous offering of the Registrable Securities pursuant to Rule 415 (or any similar provision then in effect) under the Securities Act at then-prevailing market prices. The
Partnership shall use its commercially reasonable efforts to cause the Registration Statement to become effective on or as soon as practicable after filing. Any Registration Statement shall provide for the resale pursuant to any method or
combination of methods legally available to, and requested by, the Holders of any and all Registrable Securities covered by such Registration Statement. The Partnership shall use its commercially reasonable efforts to cause the Registration
Statement filed pursuant to this Section 2.01(a) to be effective, supplemented and amended to the extent 

  
 3 







 
necessary to ensure that it is available for the resale of all Registrable Securities by the Holders until all Registrable Securities covered by such Registration Statement have ceased to be
Registrable Securities (the “Effectiveness Period”). The Registration Statement when effective (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable
requirements of the Securities Act and the Exchange Act and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (in the
case of any prospectus contained in such Registration Statement or documents incorporated therein by reference, in the light of the circumstances under which a statement is made). As soon as practicable following the date that the Registration
Statement becomes effective, but in any event within two (2) Business Days of such date, the Partnership shall provide the Holders with written notice of the effectiveness of the Registration Statement. 

(b) Failure to Go Effective. If the Registration Statement required by Section 2.01(a) is not declared effective within 180
days of the Closing Date, then each Holder shall be entitled to a payment (with respect to the Purchased Units of each such Holder), as liquidated damages and not as a penalty, of 0.25% of the Liquidated Damages Multiplier per 30-day period, that
shall accrue daily, for the first 30 days following the 180th day, increasing by an additional 0.25% of the Liquidated Damages Multiplier per 30-day period, that shall accrue daily, for each
subsequent 30 days, up to a maximum of 1.00% of the Liquidated Damages Multiplier per 30-day period (the “Liquidated Damages”). The Liquidated Damages payable pursuant to the immediately
preceding sentence shall be payable within ten (10) Business Days after the end of each such 30-day period. Any Liquidated Damages shall be paid to each Holder in immediately available funds; provided, however, if the Partnership
certifies that it is unable to pay Liquidated Damages in cash because such payment would result in a breach under a credit facility or other debt instrument, then the Partnership shall pay such Liquidated Damages using as much cash as is permitted
without causing a breach of or default under such credit facility or other debt instrument and may pay the balance of any such Liquidated Damages in kind in the form of the issuance of additional Common Units. Upon any issuance of Common Units as
Liquidated Damages, the Partnership shall promptly (i) prepare and file an amendment to the Registration Statement prior to its effectiveness adding such Common Units to such Registration Statement as additional Registrable Securities and
(ii) prepare and file a supplemental listing application with the NYSE (or such other national securities exchange on which the Common Units are then listed and traded) to list such additional Common Units. The determination of the number of
Common Units to be issued as Liquidated Damages shall be equal to the amount of Liquidated Damages divided by the volume-weighted average closing price of the Common Units on the NYSE, or any other national securities exchange on which the Common
Units are then traded, for the ten (10) trading days immediately preceding the date on which the Liquidated Damages payment is due. The payment of Liquidated Damages to a Holder shall cease at the earlier of (i) the Registration Statement
becoming effective or (ii) when such Holder no longer holds Registrable Securities, assuming that each Holder is not an Affiliate of the Partnership, and any payment of Liquidated Damages shall be prorated for any period of less than 30 days in
which the payment of Liquidated Damages ceases. If the Partnership is unable to cause a Registration Statement to go effective within 180 days after the Closing Date as a result of an acquisition, merger, reorganization, disposition or other similar
transaction, then the Partnership may request a waiver of the Liquidated Damages, and each Holder may individually grant or withhold its consent to such request in its discretion. 

  
 4 







 Section 2.02 Piggyback Rights. 

(a) Participation. If the Partnership proposes to file (i) a shelf registration statement other than the Registration Statement
contemplated by Section 2.01(a), (ii) a prospectus supplement to an effective shelf registration statement, other than the Registration Statement contemplated by Section 2.01(a) of this Agreement, and Holders may be
included without the filing of a post-effective amendment thereto, or (iii) a registration statement, other than a shelf registration statement, in each case, for the sale of Common Units in an Underwritten Offering for its own account and/or
another Person, then as soon as practicable following the engagement of counsel by the Partnership to prepare the documents to be used in connection with an Underwritten Offering, the Partnership shall give notice (including, but not limited to,
notification by electronic mail) of such proposed Underwritten Offering to each Holder (together with its Affiliates) holding at least $25 million of the then-outstanding Registrable Securities (based on the Common Unit Price) and such notice shall
offer such Holders the opportunity to include in such Underwritten Offering such number of Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing; provided, however, that if
the Partnership has been advised by the Managing Underwriter that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing or distribution of the Common Units in the
Underwritten Offering, then (A) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter, the Partnership shall not be required to offer such opportunity to the Holders or (B) if
any Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter, then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of
Section 2.02(b). Any notice required to be provided in this Section 2.02(a) to Holders shall be provided on a Business Day pursuant to Section 3.01 hereof and receipt of such notice shall be confirmed and kept
confidential by the Holder until such proposed Underwritten Offering is (i) publicly announced or (ii) such Holder receives notice that such proposed Underwritten Offering has been abandoned, which such notice shall be provided promptly by
the Partnership to each Holder. Each such Holder shall then have two (2) Business Days (or one (1) Business Day in connection with any overnight or bought deal Underwritten Offering) after notice has been delivered to request in writing
the inclusion of Registrable Securities in the Underwritten Offering. If no written request for inclusion from a Holder is received within the specified time, each such Holder shall have no further right to participate in such Underwritten Offering.
If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, the Partnership shall determine for any reason not to undertake or to delay such Underwritten
Offering, the Partnership may, at its election, give written notice of such determination to the Selling Holders and, (x) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell
any Included Registrable Securities in connection with such terminated Underwritten Offering, and (y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities
for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in such Underwritten Offering by
giving written notice to the Partnership of such withdrawal at or prior to the time of pricing of such 

  
 5 







 
Underwritten Offering. Any Holder may deliver written notice (an “Opt-Out Notice”) to the Partnership requesting that such Holder not receive notice from the Partnership of any
proposed Underwritten Offering; provided, however, that such Holder may later revoke any such Opt-Out Notice in writing. Following receipt of an Opt-Out Notice from a Holder (unless subsequently revoked), the Partnership shall not be required
to deliver any notice to such Holder pursuant to this Section 2.02(a) and such Holder shall no longer be entitled to participate in Underwritten Offerings by the Partnership pursuant to this Section 2.02(a). The Holders
indicated on Schedule A hereto as having opted out shall each be deemed to have delivered an Opt-Out Notice as of the date hereof. 

(b) Priority. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering advises the Partnership that the total
amount of Registrable Securities that the Selling Holders and any other Persons intend to include in such offering exceeds the number that can be sold in such offering without being likely to have an adverse effect on the price, timing or
distribution of the Common Units offered or the market for the Common Units, then the Common Units to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advises
the Partnership can be sold without having such adverse effect, with such number to be allocated (i) first, to the Partnership and (ii) second, pro rata among the Selling Holders who have requested participation in such Underwritten
Offering and, except as provided in clauses (i) and (ii), any other holder of securities of the Partnership having rights of registration that are neither expressly senior nor subordinated to the Registrable Securities (the “Parity
Securities”). The pro rata allocations for each Selling Holder who has requested participation in such Underwritten Offering shall be the product of (a) the aggregate number of Registrable Securities proposed to be sold in such
Underwritten Offering multiplied by (b) the fraction derived by dividing (x) the number of Registrable Securities owned on the Closing Date by such Selling Holder by (y) the aggregate number of Registrable Securities owned on the
Closing Date by all Selling Holders plus the aggregate number of Parity Securities owned on the Closing Date by all holders of Parity Securities that are participating in the Underwritten Offering. 

(c) Termination of Piggyback Registration Rights. Each Holder’s rights under Section 2.02 shall terminate upon such
Holder (together with its Affiliates) ceasing to hold at least $25 million of Registrable Securities (based on the Common Unit Price). Each Holder shall notify the Partnership in writing when such Holder holds less than $25 million of Registrable
Securities (based on the Common Unit Price). 
 Section 2.03 Delay Rights. 

Notwithstanding anything to the contrary contained herein, the Partnership may, upon written notice to any Selling Holder whose Registrable
Securities are included in the Registration Statement or other registration statement contemplated by this Agreement, suspend such Selling Holder’s use of any prospectus which is a part of the Registration Statement or other registration
statement (in which event the Selling Holder shall discontinue sales of the Registrable Securities pursuant to the Registration Statement or other registration statement contemplated by this Agreement but may settle any previously made sales of
Registrable Securities) if, in the General 

  
 6 







 
Partner’s good faith determination, such use would (a) materially interfere with a significant acquisition, reorganization, financing or other similar transaction involving the
Partnership, (b) require premature disclosure of material information that the Partnership has a bona fide business purpose for preserving as confidential or (c) render the Partnership unable to comply with applicable securities laws;
provided, however, in no event shall the Selling Holders be suspended from selling Registrable Securities pursuant to the Registration Statement or other registration statement for a period that exceeds an aggregate of 60 days in any 180-day
period or 105 days in any 365-day period, in each case, exclusive of days covered by any lock-up agreement executed by a Selling Holder in connection with any Underwritten Offering. Upon disclosure of such information or the termination of the
condition described above, the Partnership shall provide prompt notice to the Selling Holders whose Registrable Securities are included in the Registration Statement or other registration statement contemplated by this Agreement, and shall promptly
terminate any suspension of sales it has put into effect and shall take such other reasonable actions to permit registered sales of Registrable Securities as contemplated in this Agreement. 

If (i) the Selling Holders shall be prohibited from selling their Registrable Securities under the Registration Statement or other
registration statement contemplated by this Agreement as a result of a suspension pursuant to the immediately preceding paragraph in excess of the periods permitted therein or (ii) the Registration Statement or other registration statement
contemplated by this Agreement is filed and declared effective but, during the Effectiveness Period, shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded within 30 Business Days by a
post-effective amendment thereto, a supplement to the prospectus or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or l5(d) of the Exchange Act, then, until the suspension is lifted or a post-effective amendment,
supplement or report is filed with the Commission, but not including any day on which a suspension is lifted or such amendment, supplement or report is filed and declared effective, if applicable, the Partnership shall pay the Selling Holders an
amount equal to the Liquidated Damages, following the earlier of (x) the date on which the suspension period exceeded the permitted period and (y) the thirty-first (31st) Business
Day after the Registration Statement or other registration statement contemplated by this Agreement ceased to be effective or failed to be useable for its intended purposes, as liquidated damages and not as a penalty (for purposes of calculating
Liquidated Damages, the date in (x) or (y) above shall be deemed the “180th day,” as used in the definition of Liquidated Damages). For purposes of this paragraph, a suspension
shall be deemed lifted on the date that notice that the suspension has been terminated is delivered to the Selling Holders. Liquidated Damages pursuant to this paragraph shall cease to accrue upon the Purchased Units of such Holder becoming eligible
for resale without restriction and without the need for current public information under any section of Rule 144 (or any similar provision then in effect) under the Securities Act, assuming that each Holder is not an Affiliate of the Partnership,
and any payment of Liquidated Damages shall be prorated for any period of less than 30 days in which the payment of Liquidated Damages ceases. 

  
 7 







 Section 2.04 Underwritten Offerings. 

(a) General Procedures. In connection with any Underwritten Offering under this Agreement, the Partnership shall be entitled to select
the Managing Underwriter or Underwriters. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participates, each Selling Holder and the Partnership shall be obligated to enter into an underwriting
agreement that contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder may participate in such Underwritten
Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required
under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership to and for the benefit of such
underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No
Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such
underwriting agreement and to sell, and its ownership of, the securities being registered on its behalf, its intended method of distribution and any other representation required by Law. If any Selling Holder disapproves of the terms of an
underwriting, such Selling Holder may elect to withdraw therefrom by notice to the Partnership and the Managing Underwriter; provided, however, that such withdrawal must be made up to and including the time of pricing of such Underwritten
Offering. No such withdrawal or abandonment shall affect the Partnership’s obligation to pay Registration Expenses. The Partnership’s management may but shall not be required to participate in a roadshow or similar marketing effort in
connection with any Underwritten Offering. 
 (b) No Demand Rights. Notwithstanding any other provision of this Agreement, no Holder
shall be entitled to any “demand” rights or similar rights that would require the Partnership to effect an Underwritten Offering solely on behalf of the Holders. 

Section 2.05 Sale Procedures. In connection with its obligations under this Article II, the Partnership will, as
expeditiously as possible: 
 (a) prepare and file with the Commission such amendments and supplements to the Registration Statement and the
prospectus or prospectus supplement used in connection therewith as may be necessary to keep the Registration Statement effective for the Effectiveness Period and as may be necessary to comply with the provisions of the Securities Act with respect
to the disposition of all Registrable Securities covered by the Registration Statement; 
 (b) if a prospectus or prospectus supplement will
be used in connection with the marketing of an Underwritten Offering from the Registration Statement and the Managing Underwriter at any time shall notify the Partnership in writing that, in the sole judgment of such Managing Underwriter, inclusion
of detailed information to be used in such prospectus or prospectus supplement is of material importance to the success of the Underwritten Offering of such Registrable Securities, the Partnership shall use its commercially reasonable efforts to
include such information in such prospectus or prospectus supplement; 

  
 8 







 (c) furnish to each Selling Holder (i) as far in advance as reasonably practicable before
filing the Registration Statement or any other registration statement contemplated by this Agreement or any supplement or amendment thereto, upon request, copies of reasonably complete drafts of all such documents proposed to be filed (including
exhibits and each document incorporated by reference therein to the extent then required by the rules and regulations of the Commission), and provide each such Selling Holder the opportunity to object to any information pertaining to such Selling
Holder and its plan of distribution that is contained therein and make the corrections reasonably requested by such Selling Holder with respect to such information prior to filing the Registration Statement or such other registration statement or
supplement or amendment thereto, and (ii) such number of copies of the Registration Statement or such other registration statement and the prospectus or prospectus supplement included therein and any supplements and amendments thereto as such
Selling Holder may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities covered by such Registration Statement or other registration statement; 

(d) if applicable, use its commercially reasonable efforts to register or qualify the Registrable Securities covered by the Registration
Statement or any other registration statement contemplated by this Agreement under the securities or blue sky laws of such jurisdictions as the Selling Holders or, in the case of an Underwritten Offering, the Managing Underwriter, shall reasonably
request; provided, however, that the Partnership will not be required to qualify generally to transact business in any jurisdiction where it is not then required to so qualify or to take any action that would subject it to general service of
process in any such jurisdiction where it is not then so subject; 
 (e) promptly notify each Selling Holder, at any time when a prospectus
relating thereto is required to be delivered by any of them under the Securities Act, of (i) the filing of the Registration Statement or any other registration statement contemplated by this Agreement or any prospectus or prospectus supplement
to be used in connection therewith, or any amendment or supplement thereto, and, with respect to such Registration Statement or any other registration statement or any post-effective amendment thereto, when the same has become effective; and
(ii) the receipt of any written comments from the Commission with respect to any filing referred to in clause (i) and any written request by the Commission for amendments or supplements to the Registration Statement or any other
registration statement or any prospectus or prospectus supplement thereto; 
 (f) promptly notify each Selling Holder of (i) the
happening of any event as a result of which the prospectus or prospectus supplement contained in the Registration Statement or any other registration statement contemplated by this Agreement, as then in effect, includes an untrue statement of a
material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any prospectus or prospectus supplement contained therein, in the light of the circumstances
under which a statement is made); (ii) the issuance or express threat of issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any other registration statement contemplated by this Agreement,
or the initiation of any proceedings for that purpose; 

  
 9 







 
or (iii) the receipt by the Partnership of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the applicable securities or blue
sky laws of any jurisdiction. Following the provision of such notice, the Partnership agrees to as promptly as practicable amend or supplement the prospectus or prospectus supplement or take other appropriate action so that the prospectus or
prospectus supplement does not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing
and to take such other commercially reasonable action as is necessary to remove a stop order, suspension, threat thereof or proceedings related thereto; 

(g) upon request and subject to appropriate confidentiality obligations, furnish to each Selling Holder copies of any and all transmittal
letters or other correspondence with the Commission or any other governmental agency or self-regulatory body or other body having jurisdiction (including any domestic or foreign securities exchange) relating to such offering of Registrable
Securities; 
 (h) in the case of an Underwritten Offering, furnish upon request, (i) an opinion of counsel for the Partnership dated
the date of the closing under the underwriting agreement and (ii) a “comfort” letter, dated the pricing date of such Underwritten Offering and a letter of like kind dated the date of the closing under the underwriting agreement, in
each case, signed by the independent public accountants who have certified the Partnership’s financial statements included or incorporated by reference into the applicable registration statement, and each of the opinion and the
“comfort” letter shall be in customary form and covering substantially the same matters with respect to such registration statement (and the prospectus and any prospectus supplement included therein) as have been customarily covered in
opinions of issuer’s counsel and in accountants’ letters delivered to the underwriters in Underwritten Offerings of securities by the Partnership and such other matters as such underwriters and Selling Holders may reasonably request; 

(i) otherwise use its commercially reasonable efforts to comply with all applicable rules and regulations of the Commission, and make
available to its security holders, as soon as reasonably practicable, an earnings statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 promulgated thereunder; 

(j) make available to the appropriate representatives of the Managing Underwriter and Selling Holders access to such information and
Partnership personnel as is reasonable and customary to enable such parties to establish a due diligence defense under the Securities Act; provided, that the Partnership need not disclose any non-public information to any such representative
unless and until such representative has entered into a confidentiality agreement with the Partnership; 
 (k) cause all such Registrable
Securities registered pursuant to this Agreement to be listed on each securities exchange or nationally recognized quotation system on which similar securities issued by the Partnership are then listed; 

(l) use its commercially reasonable efforts to cause the Registrable Securities to be registered with or approved by such other governmental
agencies or authorities as may be necessary by virtue of the business and operations of the Partnership to enable the Selling Holders to consummate the disposition of such Registrable Securities; 

  
 10 







 (m) provide a transfer agent and registrar for all Registrable Securities covered by such
registration statement not later than the effective date of such registration statement; 
 (n) enter into customary agreements and take
such other actions as are reasonably requested by the Selling Holders or the underwriters, if any, in order to expedite or facilitate the disposition of such Registrable Securities; and 

(o) if requested by a Selling Holder, (i) incorporate in a prospectus or prospectus supplement or post-effective amendment to the
Registration Statement or any other registration statement contemplated by this Agreement such information as such Selling Holder reasonably requests to be included therein relating to the sale and distribution of Registrable Securities, including
information with respect to the number of Registrable Securities being offered or sold, the purchase price being paid therefor and any other terms of the offering of the Registrable Securities to be sold in such offering and (ii) make all
required filings of such prospectus or prospectus supplement or post-effective amendment after being notified of the matters to be incorporated in such prospectus or prospectus supplement or post-effective amendment. 

The Partnership shall not name a Holder as an underwriter as defined in Section 2(a)(11) of the Securities Act in any registration
statement without such Holder’s consent. If the staff of the Commission requires the Partnership to name any Holder as an underwriter as defined in Section 2(a)(11) of the Securities Act, and such Holder does not consent thereto, then such
Holder’s Registrable Securities shall not be included on the Registration Statement (or any other registration statement contemplated by this Agreement), such Holder shall no longer be entitled to receive Liquidated Damages under this Agreement
with respect thereto, the Partnership shall have no further obligations hereunder with respect to Registrable Securities held by such Holder and such Holder shall have been deemed to have terminated this Agreement with respect to such Holder. 

Each Selling Holder, upon receipt of notice from the Partnership of the happening of any event of the kind described in subsection
(f) of this Section 2.05, shall forthwith discontinue offers and sales of the Registrable Securities by means of a prospectus or prospectus supplement until such Selling Holder’s receipt of the copies of the supplemented or
amended prospectus or prospectus supplement contemplated by subsection (f) of this Section 2.05 or until it is advised in writing by the Partnership that the use of the prospectus or prospectus supplement may be resumed and
has received copies of any additional or supplemental filings incorporated by reference in the prospectus or prospectus supplement, and, if so directed by the Partnership, such Selling Holder will, or will request the Managing Underwriter or
Underwriters, if any, to deliver to the Partnership (at the Partnership’s expense) all copies in their possession or control, other than permanent file copies then in such Selling Holder’s possession, of the prospectus or prospectus
supplement covering such Registrable Securities current at the time of receipt of such notice. 

  
 11 







 Section 2.06 Cooperation by Holders. The Partnership shall have no obligation to
include Registrable Securities of a Holder in the Registration Statement or in an Underwritten Offering pursuant to Section 2.02(a) who has failed to timely furnish such information that the Partnership determines, after consultation
with its counsel, is reasonably required in order for the registration statement or prospectus or prospectus supplement, as applicable, to comply with the Securities Act. 

Section 2.07 Restrictions on Public Sale by Holders of Registrable Securities. Each Holder of Registrable Securities agrees, if
requested by the underwriters of an Underwritten Offering, to enter into a customary letter agreement with such underwriters providing such Holder will not effect any public sale or distribution of Registrable Securities during the 60 calendar day
period beginning on the date of a prospectus or prospectus supplement filed with the Commission with respect to the pricing of any Underwritten Offering, provided that (i) the duration of the foregoing restrictions shall be no longer
than the duration of the shortest restriction generally imposed by the underwriters on the Partnership or the officers, directors or any other Affiliate of the Partnership on whom a restriction is imposed and (ii) the restrictions set forth in
this Section 2.07 shall not apply to any Registrable Securities that are included in such Underwritten Offering by such Holder. In addition, this Section 2.07 shall not apply to any Holder that is not entitled to participate
in such Underwritten Offering, whether because such Holder delivered an Opt-Out Notice prior to receiving notice of the Underwritten Offering or because such Holder holds less than $25 million of the then-outstanding Registrable Securities. 

Section 2.08 Expenses. 

(a) Expenses. The Partnership will pay all reasonable Registration Expenses as determined in good faith, including, in the case of an
Underwritten Offering, whether or not any sale is made pursuant to such Underwritten Offering. Each Selling Holder shall pay its pro rata share of all Selling Expenses in connection with any sale of its Registrable Securities hereunder. In addition,
except as otherwise provided in Section 2.09 hereof, the Partnership shall not be responsible for professional fees incurred by Holders in connection with the exercise of such Holders’ rights hereunder. 

(b) Certain Definitions. “Registration Expenses” means all expenses incident to the Partnership’s performance
under or compliance with this Agreement to effect the registration of Registrable Securities on the Registration Statement pursuant to Section 2.01(a) or an Underwritten Offering covered under this Agreement, and the disposition of such
Registrable Securities, including, without limitation, all registration, filing, securities exchange listing and NYSE fees, all registration, filing, qualification and other fees and expenses of complying with securities or blue sky laws, fees of
the Financial Industry Regulatory Authority, fees of transfer agents and registrars, all word processing, duplicating and printing expenses, any transfer taxes and the fees and disbursements of counsel and independent public accountants for the
Partnership, including the expenses of any special audits or “comfort” letters required by or incident to such performance and compliance. “Selling Expenses” means all underwriting fees, discounts and selling commissions
or similar fees or arrangements allocable to the sale of the Registrable Securities. 

  
 12 







 Section 2.09 Indemnification. 

(a) By the Partnership. In the event of a registration of any Registrable Securities under the Securities Act pursuant to this
Agreement, the Partnership will indemnify and hold harmless each Selling Holder thereunder, its directors, officers, employees and agents and each Person, if any, who controls such Selling Holder within the meaning of the Securities Act and the
Exchange Act, and its directors, officers, employees or agents (collectively, the “Selling Holder Indemnified Persons”), against any losses, claims, damages, expenses or liabilities (including reasonable attorneys’ fees and
expenses) (collectively, “Losses”), joint or several, to which such Selling Holder Indemnified Person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such Losses (or actions or proceedings,
whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact (in the case of any prospectus or prospectus supplement, in the light of the circumstances
under which such statement is made) contained in the Registration Statement or any other registration statement contemplated by this Agreement, any preliminary prospectus, preliminary prospectus supplement, free writing prospectus or final
prospectus or prospectus supplement contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the
statements therein (in the case of a prospectus or prospectus supplement, in the light of the circumstances under which they were made) not misleading, and will reimburse each such Selling Holder Indemnified Person for any legal or other expenses
reasonably incurred by them in connection with investigating or defending any such Loss or actions or proceedings; provided, however, that the Partnership will not be liable in any such case if and to the extent that any such Loss arises out
of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by such Selling Holder Indemnified Person in writing specifically for use in the Registration
Statement or such other registration statement contemplated by this Agreement, preliminary prospectus, preliminary prospectus supplement, free writing prospectus, or final prospectus or prospectus supplement contained therein, or any amendment or
supplement thereof. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Selling Holder Indemnified Person, and shall survive the transfer of such securities by such Selling Holder. 

(b) By Each Selling Holder. Each Selling Holder agrees severally and not jointly to indemnify and hold harmless the Partnership, the
General Partner, its directors, officers, employees and agents and each Person, if any, who controls the Partnership within the meaning of the Securities Act or of the Exchange Act, and its directors, officers, employees and agents, to the same
extent as the foregoing indemnity from the Partnership to the Selling Holders, but only with respect to information regarding such Selling Holder furnished in writing by or on behalf of such Selling Holder expressly for inclusion in the Registration
Statement or any other registration statement contemplated by this Agreement, any preliminary prospectus, preliminary prospectus supplement, free writing prospectus or final prospectus or prospectus supplement


  
 13 







 
contained therein, or any amendment or supplement thereof; provided, however, that the liability of each Selling Holder shall not be greater in amount than the dollar amount of the
proceeds (net of any Selling Expenses) received by such Selling Holder from the sale of the Registrable Securities giving rise to such indemnification. 

(c) Notice. Promptly after receipt by an indemnified party hereunder of notice of the commencement of any action, such indemnified
party shall, if a claim in respect thereof is to be made against the indemnifying party hereunder, notify the indemnifying party in writing thereof, but the omission so to notify the indemnifying party shall not relieve it from any liability that it
may have to any indemnified party other than under this Section 2.09. In any action brought against any indemnified party, it shall notify the indemnifying party of the commencement thereof. The indemnifying party shall be entitled to
participate in and, to the extent it shall wish, to assume and undertake the defense thereof with counsel reasonably satisfactory to such indemnified party and, after notice from the indemnifying party to such indemnified party of its election so to
assume and undertake the defense thereof, the indemnifying party shall not be liable to such indemnified party under this Section 2.09 for any legal expenses subsequently incurred by such indemnified party in connection with the defense
thereof other than reasonable costs of investigation and of liaison with counsel so selected; provided, however, that, (i) if the indemnifying party has failed to assume the defense or employ counsel reasonably acceptable to the
indemnified party or (ii) if the defendants in any such action include both the indemnified party and the indemnifying party and counsel to the indemnified party shall have concluded that there may be reasonable defenses available to the
indemnified party that are different from or additional to those available to the indemnifying party, or if the interests of the indemnified party reasonably may be deemed to conflict with the interests of the indemnifying party, then the
indemnified party shall have the right to select a separate counsel and to assume such legal defense and otherwise to participate in the defense of such action, with the reasonable expenses and fees of such separate counsel and other reasonable
expenses related to such participation to be reimbursed by the indemnifying party as incurred. Notwithstanding any other provision of this Agreement, no indemnifying party shall settle any action brought against any indemnified party with respect to
which such indemnified party is entitled to indemnification hereunder without the consent of the indemnified party, unless the settlement thereof imposes no liability or obligation on, and includes a complete and unconditional release from all
liability of, the indemnified party. 
 (d) Contribution. If the indemnification provided for in this Section 2.09 is
held by a court or government agency of competent jurisdiction to be unavailable to any indemnified party or is insufficient to hold them harmless in respect of any Losses, then each such indemnifying party, in lieu of indemnifying such indemnified
party, shall contribute to the amount paid or payable by such indemnified party as a result of such Loss in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of such indemnified party on
the other in connection with the statements or omissions that resulted in such Losses, as well as any other relevant equitable considerations; provided, however, that in no event shall such Selling Holder be required to contribute an
aggregate amount in excess of the dollar amount of proceeds (net of Selling Expenses) received by such Selling Holder from the sale of Registrable Securities giving rise to such indemnification. The relative fault of the indemnifying party on the
one hand and the indemnified party on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or 

  
 14 







 
alleged omission to state a material fact has been made by, or relates to, information supplied by such party, and the parties’ relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be just and equitable if contributions pursuant to this paragraph were to be determined by pro rata allocation or by any other method of
allocation that does not take account of the equitable considerations referred to herein. The amount paid by an indemnified party as a result of the Losses referred to in the first sentence of this paragraph shall be deemed to include any legal and
other expenses reasonably incurred by such indemnified party in connection with investigating or defending any Loss that is the subject of this paragraph. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) shall be entitled to contribution from any Person who is not guilty of such fraudulent misrepresentation. 
 (e)
Other Indemnification. The provisions of this Section 2.09 shall be in addition to any other rights to indemnification or contribution that an indemnified party may have pursuant to law, equity, contract or otherwise. 

Section 2.10 Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the Commission
that may permit the sale of the Registrable Securities to the public without registration, the Partnership agrees to: 
 (a) use
commercially reasonable efforts to make and keep public information regarding the Partnership available, as those terms are understood and defined in Rule 144 under the Securities Act, at all times from and after the date hereof; 

(b) use commercially reasonable efforts to file with the Commission in a timely manner all reports and other documents required of the
Partnership under the Securities Act and the Exchange Act at all times from and after the date hereof; and 
 (c) so long as a Holder owns
any Registrable Securities, furnish, (i) to the extent accurate, forthwith upon request, a written statement of the Partnership that it has complied with the reporting requirements of Rule 144 under the Securities Act, and (ii) unless
otherwise available via EDGAR, to such Holder forthwith upon request a copy of the most recent annual or quarterly report of the Partnership, and such other reports and documents so filed as such Holder may reasonably request in availing itself of
any rule or regulation of the Commission allowing such Holder to sell any such securities without registration. 
 Solely for purposes of
this Section 2.10, the term “Registrable Securities” shall be read without regard to the limitation set forth in Section 1.02(e). 

Section 2.11 Transfer or Assignment of Registration Rights. The rights to cause the Partnership to register Registrable Securities
granted to the Purchasers by the Partnership under this Article II may be transferred or assigned by any Purchaser to one or more transferees or assignees of Registrable Securities; provided, however, that (a) unless the
transferee or assignee is an Affiliate of, and after such transfer or assignment continues to be an Affiliate of, such Purchaser, the amount of Registrable Securities transferred 

  
 15 







 
or assigned to such transferee or assignee shall represent at least $25 million of Registrable Securities (based on the Common Unit Price), (b) the Partnership is given written notice prior
to any said transfer or assignment, stating the name and address of each such transferee or assignee and identifying the securities with respect to which such registration rights are being transferred or assigned, (c) each such transferee or
assignee assumes in writing responsibility for its portion of the obligations of such Purchaser under this Agreement and (d) the transferor or assignor is not relieved of any obligations or liabilities hereunder arising out of events occurring
prior to such transfer. 
 Section 2.12 Limitation on Subsequent Registration Rights. From and after the date hereof, the
Partnership shall not, without the prior written consent of the Holders of a majority of the Registrable Securities, enter into any agreement with any current or future holder of any securities of the Partnership that would allow such current or
future holder to require the Partnership to include securities in any registration statement filed by the Partnership on a basis other than pari passu with, or expressly subordinate to the rights of, the Holders of Registrable Securities
hereunder. 
 ARTICLE III 

MISCELLANEOUS 

Section 3.01 Communications. All notices and other communications provided for or permitted hereunder shall be made in writing by
facsimile, electronic mail, courier service or personal delivery: 
 (a) if to a Purchaser, to the respective address listed on Schedule
A hereof; 
 (b) if to a transferee of a Purchaser, to such Holder at the address provided pursuant to Section 2.11 above;
and 
 (c) if to the Partnership: 

Sunoco LP 
 c/o Sunoco GP LLC

 3801 West Chester Pike 

Newtown Square, PA 19073 

Attention: Associate General Counsel 

Electronic Mail: Marci.Donnelly@energytransfer.com 

with a copy to: 

Latham & Watkins LLP 

811 Main Street, 37th Floor 

Houston, Texas 77002 
 Attention:
Debbie P. Yee 
 Facsimile: 713.546.5401 

Electronic Mail: Debbie.Yee@lw.com 

  
 16 







 All such notices and communications shall be deemed to have been received at the time delivered
by hand, if personally delivered; when receipt acknowledged, if sent via facsimile or sent via Internet electronic mail; and when actually received, if sent by courier service or any other means. 

Section 3.02 Successor and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and permitted
assigns of each of the parties, including subsequent Holders of Registrable Securities to the extent permitted herein. 
 Section 3.03
Assignment of Rights. All or any portion of the rights and obligations of any Purchaser under this Agreement may be transferred or assigned by such Purchaser only in accordance with Section 2.11 hereof. 

Section 3.04 Recapitalization, Exchanges, Etc. Affecting the Common Units. The provisions of this Agreement shall apply to the
full extent set forth herein with respect to any and all units of the Partnership or any successor or assign of the Partnership (whether by merger, consolidation, sale of assets or otherwise) that may be issued in respect of, in exchange for or in
substitution of, the Registrable Securities, and shall be appropriately adjusted for combinations, unit splits, recapitalizations, pro rata distributions of units and the like occurring after the date of this Agreement. 

Section 3.05 Aggregation of Registrable Securities. All Registrable Securities held or acquired by Persons who are Affiliates of
one another shall be aggregated together for the purpose of determining the availability of any rights and applicability of any obligations under this Agreement. 

Section 3.06 Specific Performance. Damages in the event of breach of this Agreement by a party hereto may be difficult, if not
impossible, to ascertain, and it is therefore agreed that each such Person, in addition to and without limiting any other remedy or right it may have, will have the right to an injunction or other equitable relief in any court of competent
jurisdiction, enjoining any such breach, and enforcing specifically the terms and provisions hereof, and each of the parties hereto hereby waives any and all defenses it may have on the ground of lack of jurisdiction or competence of the court to
grant such an injunction or other equitable relief. The existence of this right will not preclude any such Person from pursuing any other rights and remedies at law or in equity that such Person may have. 

Section 3.07 Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which counterparts, when so executed and 

  
 17 







 
delivered, shall be deemed to be an original and all of which counterparts, taken together, shall constitute but one and the same Agreement. In the event that any signature is delivered by
facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as
if such facsimile or “.pdf” signature page were an original thereof. 
 Section 3.08 Headings. The headings in this
Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof. 
 Section 3.09
Governing Law. THIS AGREEMENT WILL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK. 

Section 3.10 Severability of Provisions. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction
shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting or impairing the validity or enforceability of such provision in any other
jurisdiction. 
 Section 3.11 Entire Agreement. This Agreement, the Common Unit Purchase Agreement and the other agreements and
documents referred to herein are intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter
contained herein. There are no restrictions, promises, warranties, representations or undertakings, other than those set forth or referred to herein with respect to the rights granted by the Partnership set forth herein. This Agreement and the
Common Unit Purchase Agreement supersede all prior agreements and understandings between the parties with respect to such subject matter. 

Section 3.12 Amendment. This Agreement may be amended only by means of a written amendment signed by the Partnership and the
Holders of a majority of the then outstanding Registrable Securities; provided, however, that no such amendment shall materially and adversely affect the rights of any Holder hereunder without the consent of such Holder. 

Section 3.13 No Presumption. If any claim is made by a party relating to any conflict, omission or ambiguity in this Agreement, no
presumption or burden of proof or persuasion shall be implied by virtue of the fact that this Agreement was prepared by or at the request of a particular party or its counsel. 

  
 18 







 Section 3.14 Obligations Limited to Parties to Agreement. Each of the parties hereto
covenants, agrees and acknowledges that no Person other than the Purchasers (and their permitted transferees and assignees) and the Partnership shall have any obligation hereunder and that, notwithstanding that one or more of the Purchasers may be a
corporation, partnership or limited liability company, no recourse under this Agreement or under any documents or instruments delivered in connection herewith or therewith shall be had against any former, current or future director, officer,
employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Purchasers or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or
Affiliate of any of the foregoing, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any applicable Law, it being expressly agreed and acknowledged that no personal liability whatsoever shall
attach to, be imposed on or otherwise be incurred by any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Purchasers or any former, current or future
director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, as such, for any obligations of the Purchasers under this Agreement or any documents or instruments delivered in
connection herewith or therewith or for any claim based on, in respect of or by reason of such obligation or its creation, except in each case for any transferee or assignee of a Purchaser hereunder. 

Section 3.15 Independent Nature of Purchaser’s Obligations. The obligations of each Purchaser (and their permitted
transferees and assignees) under this Agreement are several and not joint with the obligations of any other Purchaser, and no Purchaser shall be responsible in any way for the performance of the obligations of any other Purchaser under this
Agreement. Nothing contained herein, and no action taken by any Purchaser pursuant thereto, shall be deemed to constitute the Purchasers as a partnership, an association, a joint venture or any other kind of group or entity, or create a presumption
that the Purchasers are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by this Agreement. Each Purchaser shall be entitled to independently protect and enforce its rights, including
without limitation, the rights arising out of this Agreement, and it shall not be necessary for any other Purchaser to be joined as an additional party in any proceeding for such purpose. 

Section 3.16 Interpretation. Article and Section references to this Agreement, unless otherwise specified. All references to
instruments, documents, contracts and agreements are references to such instruments, documents, contracts and agreements as the same may be amended, supplemented and otherwise modified from time to time, unless otherwise specified. The word
“including” shall mean “including but not limited to.” Whenever any determination, consent or approval is to be made or given by a Purchaser under this Agreement, such action shall be in such Purchaser’s sole discretion
unless otherwise specified. 
 [Signature pages to follow] 

  
 19 







 IN WITNESS WHEREOF, the parties hereto execute this Agreement, effective as of the date first
above written. 
  

			
	SUNOCO LP
		
	By:	 	SUNOCO GP LLC
		 	(its General Partner)
		
	By:	 	 /s/ Robert W. Owens

	Name:	 	Robert W. Owens
	Title:	 	President and Chief Executive Officer



  
 Signature Page to
Registration Rights Agreement 







 
			
	ADVISORY RESEARCH MLP & ENERGY INCOME FUND
		
	By:	 	 /s/ Quinn T. Kiley

	Name:	 	Quinn T. Kiley
	Title:	 	Senior Portfolio Manager
	
	ADVISORY RESEARCH MLP & ENERGY INFRASTRUCTURE FUND
		
	By:	 	 /s/ Quinn T. Kiley

	Name:	 	Quinn T. Kiley
	Title:	 	Senior Portfolio Manager
	
	FIDUCIARY/CLAYMORE MLP OPPORTUNITY FUND
		
	By:	 	 /s/ Quinn T. Kiley

	Name:	 	Quinn T. Kiley
	Title:	 	Senior Portfolio Manager
	
	NUVEEN ALL CAP ENERGY MLP OPPORTUNITIES FUND
		
	By:	 	 /s/ Quinn T. Kiley

	Name:	 	Quinn T. Kiley
	Title:	 	Senior Portfolio Manager
	
	NUVEEN ENERGY MLP TOTAL RETURN FUND
		
	By:	 	 /s/ Quinn T. Kiley

	Name:	 	Quinn T. Kiley
	Title:	 	Senior Portfolio Manager



  
 Signature Page to
Registration Rights Agreement 







 
			
	TEACHER’S RETIREMENT SYSTEM OF OKLAHOMA
		
	By:	 	 /s/ Quinn T. Kiley

	Name:	 	Quinn T. Kiley
	Title:	 	Senior Portfolio Manager



  
 Signature Page to
Registration Rights Agreement 







 
			
	OPPENHEIMER STEELPATH MLP SELECT 40 FUND
		
	By:	 	 /s/ Robert Coble

	Name:	 	Robert Coble
	Title:	 	Vice President



  
 Signature Page to
Registration Rights Agreement 







 
			
	OPPENHEIMER STEELPATH MLP INCOME FUND
		
	By:	 	 /s/ Robert Coble

	Name:	 	Robert Coble
	Title:	 	Vice President



  
 Signature Page to
Registration Rights Agreement 







 
			
	KAYNE ANDERSON MLP INVESTMENT COMPANY
	
	By: KA Fund Advisors, LLC, as Manager
		
	By:	 	 /s/ James C. Baker

	Name:	 	James C. Baker
	Title:	 	Managing Director
	
	KAYNE ANDERSON ENERGY TOTAL RETURN FUND, INC.
	
	By: KA Fund Advisors, LLC, as Manager
		
	By:	 	 /s/ James C. Baker

	Name:	 	James C. Baker
	Title:	 	Managing Director
	
	KAYNE ANDERSON MIDSTREAM/ENERGY FUND, INC.
	
	By: KA Fund Advisors, LLC, as Manager
		
	By:	 	 /s/ James C. Baker

	Name:	 	James C. Baker
	Title:	 	Managing Director
	
	KAYNE ANDERSON ENERGY DEVELOPMENT COMPANY
	
	By: KA Fund Advisors, LLC, as Manager
		
	By:	 	 /s/ James C. Baker

	Name:	 	James C. Baker
	Title:	 	Managing Director



  
 Signature Page to
Registration Rights Agreement 







 
			
	KAYNE ANDERSON MLP FUND, L.P.
	
	By: Kayne Anderson Capital Advisors, L.P.,
		 	as its General Partner
		
	By:	 	 /s/ Michael O’Neil

		 	Michael O’Neil
		 	Chief Compliance Officer
	
	KAYNE ANDERSON MIDSTREAM INSTITUTIONAL FUND, L.P.
	
	By: Kayne Anderson Capital Advisors, L.P.,
		 	as its General Partner
		
	By:	 	 /s/ Michael O’Neil

		 	Michael O’Neil
		 	Chief Compliance Officer



  
 Signature Page to
Registration Rights Agreement 







 
			
	NATIONWIDE MUTUAL INSURANCE COMPANY
	
	By: KA Fund Advisors, LLC, as Manager
		
	By:	 	 /s/ James C. Baker

	Name:	 	James C. Baker
	Title:	 	Managing Director
	
	MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
	
	By: KA Fund Advisors, LLC, as Manager
		
	By:	 	 /s/ James C. Baker

	Name:	 	James C. Baker
	Title:	 	Managing Director
	
	KA FIRST RESERVE, LLC
	
	By: KA Fund Advisors, LLC, as Manager
		
	By:	 	 /s/ James C. Baker

	Name:	 	James C. Baker
	Title:	 	Managing Director



  
 Signature Page to
Registration Rights Agreement 







 
			
	CITIBANK, N.A.
		
	By:	 	 /s/ Tim Collins

	Name:	 	Tim Collins
	Title:	 	Managing Director



  
 Signature Page to
Registration Rights Agreement 







 
			
	CITIGROUP GLOBAL MARKETS INC.
		
	By:	 	 /s/ Tim Collins

	Name:	 	Tim Collins
	Title:	 	Managing Director



  
 Signature Page to
Registration Rights Agreement 







 
			
	GOLDMAN SACHS MLP ENERGY INFRASTRUCTURE FUND
	
	By: Goldman Sachs Asset Management, L.P., its Investment Adviser
		
	By:	 	 /s/ Kyri Loupis

	Name:	 	Kyri Loupis
	Title:	 	Managing Director



  
 Signature Page to
Registration Rights Agreement 







 
			
	GOLDMAN SACHS MLP ENERGY RENAISSANCE FUND
	
	By: Goldman Sachs Asset Management, L.P., its Investment Adviser
		
	By:	 	 /s/ Kyri Loupis

	Name:	 	Kyri Loupis
	Title:	 	Managing Director



  
 Signature Page to
Registration Rights Agreement 







 
			
	GOLDMAN SACHS MLP INCOME OPPORTUNITIES FUND
	
	By: Goldman Sachs Asset Management, L.P., its Investment Adviser
		
	By:	 	 /s/ Kyri Loupis

	Name:	 	Kyri Loupis
	Title:	 	Managing Director



  
 Signature Page to
Registration Rights Agreement 







 
			
	ZP ENERGY FUND, L.P.
	
	By: ZP ENERGY GP, LLC, its general partner
		
	By:	 	 /s/ Stuart J. Zimmer

	Name:	 	Stuart J. Zimmer
	Title:	 	Managing Member



  
 Signature Page to
Registration Rights Agreement 







 
			
	KENDALL PARTNERS, LLC
		
	By:	 	 /s/ Lawrence M. Noe

	Name:	 	Lawrence M. Noe
	Title:	 	Vice President



  
 Signature Page to
Registration Rights Agreement 







 
			
	MTP ENERGY MASTER FUND LTD
	
	By: MTP Energy Management LLC
	Its: Investment Advisor
	
	By: Magnetar Financial LLC
	Its: Sole Member
		
	By:	 	 /s/ Michael Turro

	Name:	 	Michael Turro
	Title:	 	Chief Compliance Officer



  
 Signature Page to
Registration Rights Agreement 







 Schedule A – Purchaser Name; Notice and Contact Information 

 

							
	 Purchaser Name

[Please list each fund]
	  	 Notice and Contact Information

[Please provide address, phone

and email]
	  	 Tax I.D. Number

[Please provide for

each fund]
	  	 Opt-Out Election per
Section 2.02(a)

[Please indicate “Yes-

Opt Out” or “No-Not
Opting Out”]

	Kayne Anderson MLP Investment Company	  	 Attn: James C. Baker
 811 Main Street, 14th Floor
 Houston, TX 77002

Phone: 713-493-2020
 Email:
jbaker@kaynecapital.com
	  	56-2474626	  	Yes - Opt Out
				
	Kayne Anderson Energy Total Return Fund, Inc.	  	 Attn: James C. Baker
 811 Main Street, 14th Floor
 Houston, TX 77002

Phone: 713-493-2020
 Email:
jbaker@kaynecapital.com
	  	42-1665942	  	Yes - Opt Out
				
	Kayne Anderson Midstream/Energy Fund, Inc.	  	 Attn: James C. Baker
 811 Main Street, 14th Floor
 Houston, TX 77002

Phone: 713-493-2020
 Email:
jbaker@kaynecapital.com
	  	27-3335731	  	Yes - Opt Out
				
	Kayne Anderson Energy Development Company	  	 Attn: James C. Baker
 811 Main Street, 14th Floor
 Houston, TX 77002

Phone: 713-493-2020
 Email:
jbaker@kaynecapital.com
	  	20-4991752	  	Yes - Opt Out
				
	Nationwide Mutual Insurance Company	  	 Attn: James C. Baker
 811 Main Street, 14th Floor
 Houston, TX 77002

Phone: 713-493-2020
 Email:
jbaker@kaynecapital.com
	  	31-4177100	  	Yes - Opt Out
				
	Massachusetts Mutual Life Insurance Company	  	 Attn: James C. Baker
 811 Main Street, 14th Floor
 Houston, TX 77002

Phone: 713-493-2020
 Email:
jbaker@kaynecapital.com
	  	04-1590850	  	Yes - Opt Out
				
	Kayne Anderson MLP Fund, L.P.	  	 Attn: Mike O’Neil
 1800 Avenue of the
Stars
 Third Floor
 Los Angeles, CA 90067

Tel: 310.282.7905
 Email: moneil@kaynecapital.com
	  	61-1437017	  	Yes - Opt Out
				
	Kayne Anderson Midstream Institutional Fund, L.P.	  	 Attn: Mike O’Neil
 1800 Avenue of the
Stars
 Third Floor
 Los Angeles, CA 90067

Tel: 310.282.7905
 Email: moneil@kaynecapital.com
	  	26-3885960	  	Yes - Opt Out


  
 Schedule A to
Registration Rights Agreement 








							
	KA First Reserve, LLC	  	 Attn: James C. Baker
 811 Main Street, 14th
Floor
 Houston, TX 77002
 Phone: 713-493-2020

Email: jbaker@kaynecapital.com
	  	26-1744169	  	Yes - Opt Out
				
	Goldman Sachs MLP Energy Infrastructure Fund	  	 Address for notices:
  

Goldman Sachs MLP Energy
 Infrastructure Fund c/o Goldman

Sachs Asset Management, L.P.
 200 West Street

New York, New York 10282
 Phone: (212) 934-3061

Attn: Ganesh Jois
 Email: ganesh.jois@gs.com

 
 Address for delivery of certificates:

 
 M/S CCB0501

State Street Bank
 1 Iron Street

Boston, MA 02110
 Phone: (617) 662-7062

Fax: (617) 369-9843
 Attn: John Lewis

Email: jflewis@statestreet.com
	  	46-1975704	  	No - Not Opting Out
				
	Goldman Sachs MLP Energy Renaissance Fund	  	 Address for notices:
  

Goldman Sachs MLP Energy
 Renaissance Fund c/o Goldman

Sachs Asset Management, L.P.
 200 West Street

New York, New York 10282
 Phone: (212) 934-3061

Attn: Ganesh Jois
 Email: ganesh.jois@gs.com

 
 Address for delivery of certificates:

 
 M/S CCB0501

State Street Bank
 1 Iron Street

Boston, MA 02110
 Phone: (617) 662-7062

Fax: (617) 369-9843
 Attn: John Lewis

Email: jflewis@statestreet.com
	  	47-1497006	  	No - Not Opting Out
				
	Goldman Sachs MLP Income Opportunities Fund	  	 Address for notices:
  

Goldman Sachs MLP Income
 Opportunities Fund c/o Goldman

Sachs Asset Management, L.P.
 200 West Street

New York, New York 10282
 Phone: (212) 934-3061

Attn: Ganesh Jois
 Email: ganesh.jois@gs.com
	  	46-3405556	  	No - Not Opting Out


  
 Schedule A to
Registration Rights Agreement 








							
		  	 Address for delivery of certificates:
  

M/S CCB0501
 State Street Bank

1 Iron Street
 Boston, MA 02110

Phone: (617) 662-7062
 Fax: (617) 369-9843

Attn: John Lewis
 Email: jflewis@statestreet.com
	  		  	
				
	MTP Energy Master Fund Ltd	  	 MTP Energy Management LLC
 Attn: Craig Rohr

1603 Orrington Avenue, 13th Floor
 Evanston, IL 60201

notices@magnetar.com
	  	98-0590199	  	No - Not Opting Out
				
	Advisory Research MLP & Energy Income Fund	  	 Attn: Quinn T. Kiley
 8235 Forsyth Blvd., Suite
700
 St. Louis MO 63105
 314-446-6795

 
 qkiley@advisoryresearch.com
	  	27-3764048	  	Yes-Opt Out
				
	Advisory Research MLP & Energy Infrastructure Fund	  	 Attn: Quinn T. Kiley
 8235 Forsyth Blvd., Suite
700
 St. Louis MO 63105
 314-446-6795

 
 qkiley@advisoryresearch.com
	  	27-3202185	  	Yes-Opt Out
				
	Teachers’ Retirement System of Oklahoma	  	 Attn: Quinn T. Kiley
 8235 Forsyth Blvd., Suite
700
 St. Louis MO 63105
 314-446-6795

 
 qkiley@advisoryresearch.com
	  	73-6028563	  	Yes-Opt Out
				
	Fiduciary/Claymore MLP Opportunity Fund	  	 Attn: Quinn T. Kiley
 8235 Forsyth Blvd., Suite
700
 St. Louis, MO 63105
 314-446-6795

 
 qkiley@advisoryresearch.com
	  	20-1923642	  	Yes-Opt Out
				
	Nuveen Energy MLP Total Return Fund	  	 Attn: Quinn T. Kiley
 8235 Forsyth Blvd., Suite
700
 St. Louis, MO 63105
 314-446-6795

 
 qkiley@advisoryresearch.com
	  	27-4486669	  	Yes-Opt Out
				
	Nuveen All Cap Energy MLP Opportunities Fund	  	 Attn: Quinn T. Kiley
 8235 Forsyth Blvd., Suite
700
 St. Louis, MO 63105
 314-446-6795

 
 qkiley@advisoryresearch.com
	  	46-3829808	  	Yes-Opt Out


  
 Schedule A to
Registration Rights Agreement 








							
	Kendall Partners, LLC	  	 11 Times Square
 New York, NY 10036

212-782-7000
 investmentteam@moorecap.com
	  	13-4089530	  	No - Not Opting Out
				
	Oppenheimer Steelpath MLP Select 40 Fund	  	 Robert Coble
 214-740-6045

rcoble@ofiglobal.com
 2100 McKinney Ave

Suite 1401
 Dallas, TX 75201

 
 With copy to:

General Counsel
 investmentslegal@ofiglobal.com

Oppenheimer Funds, Inc.
 225 Liberty Street

15th Floor

New York, NY 10281
	  	27-1423380	  	No - Not Opting Out
				
	Oppenheimer Steelpath MLP Income Fund	  	 Robert Coble
 214-740-6045

rcoble@ofiglobal.com
 2100 McKinney Ave

Suite 1401
 Dallas, TX 75201

 
 With copy to:

General Counsel
 investmentslegal@ofiglobal.com

Oppenheimer Funds, Inc.
 225 Liberty Street

15th Floor

New York, NY 10281
	  	27-1575900	  	No - Not Opting Out
				
	ZP Energy Fund, L.P.	  	 Zimmer Partners, LP
 888 Seventh Ave, 23rd FL
 New York, NY 10106

Attn: Barbara Burger
 bburger@zimmerpartners.com

212.440.0749
	  	36-4788936	  	No - Not Opting Out
				
	Citibank, N.A.	  	 Citigroup
 390 Greenwich Street, 3rd Floor

New York, New York, 10013
 Attn: Tim Collins, Dan Breen

tim.collins@citi.com
 daniel.p.breen@citi.com

212-723-7137
	  	13-5266470	  	No - Not Opting Out
				
	Citigroup Global Markets Inc.	  	 Citigroup
 390 Greenwich Street, 3rd Floor

New York, New York, 10013
 Attn: Tim Collins, Dan Breen

tim.collins@citi.com
 daniel.p.breen@citi.com

212-723-7137
	  	11-2418191	  	No - Not Opting Out


  
 Schedule A to
Registration Rights Agreement