EX-4.1



 Exhibit 4.1 

REGISTRATION RIGHTS AGREEMENT 

BY AND AMONG 
 ARC
LOGISTICS PARTNERS 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
		 	4	  
	 Section 2.03
		 Delay Rights
		 	6	  
	 Section 2.04
		 Underwritten Offerings
		 	7	  
	 Section 2.05
		 Sale Procedures
		 	8	  
	 Section 2.06
		 Cooperation by Holders
		 	11	  
	 Section 2.07
		 Restrictions on Public Sale by Holders of Registrable Securities
		 	11	  
	 Section 2.08
		 Expenses
		 	12	  
	 Section 2.09
		 Indemnification
		 	12	  
	 Section 2.10
		 Rule 144 Reporting
		 	14	  
	 Section 2.11
		 Transfer or Assignment of Registration Rights
		 	14	  
	 Section 2.12
		 Limitation on Subsequent Registration Rights
		 	15	  
		
	ARTICLE III MISCELLANEOUS		 	15	  
			
	 Section 3.01
		 Communications
		 	15	  
	 Section 3.02
		 Successor and Assigns
		 	16	  
	 Section 3.03
		 Transfers and Assignment of Rights
		 	16	  
	 Section 3.04
		 Recapitalization, Exchanges, Etc. Affecting the Registrable Securities
		 	16	  
	 Section 3.05
		 Aggregation of Registrable Securities
		 	16	  
	 Section 3.06
		 Specific Performance
		 	16	  
	 Section 3.07
		 Counterparts
		 	16	  
	 Section 3.08
		 Headings
		 	17	  
	 Section 3.09
		 Governing Law
		 	17	  
	 Section 3.10
		 Severability of Provisions
		 	17	  
	 Section 3.11
		 Entire Agreement
		 	17	  
	 Section 3.12
		 Amendment
		 	17	  
	 Section 3.13
		 No Presumption
		 	17	  
	 Section 3.14
		 Obligations Limited to Parties to Agreement
		 	17	  
	 Section 3.15
		 Independent Nature of Purchaser’s Obligations
		 	18	  
	 Section 3.16
		 Interpretation
		 	18	  

 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 May 14, 2015, by and among Arc
Logistics Partners 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 in connection with the Closing of the issuance and sale of the Purchased
Units pursuant to the Unit Purchase Agreement, dated as of February 19, 2015, by and among the Partnership and the Purchasers (the “Unit Purchase Agreement”); 

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 Unit Purchase Agreement; and 
 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 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. 

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

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

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

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

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

  
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 “Liquidated Damages Multiplier” means the product of the Common Unit Price times
the number of Purchased Units of such Holder 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). 

“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). 

“Parity Securities” has the meaning specified therefor in Section 2.02(b). 

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

“Person” means any individual or a corporation, firm, limited liability company, partnership, 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 (a) the Common Units acquired by the Purchasers pursuant to the Unit
Purchase Agreement and (b) any Common Units issued as Liquidated Damages pursuant to Section 2.01(b) of this Agreement and includes any type of interest issued to the Holder as a result of Section 3.04. 

“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, 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. 
 “Registration Statement”
has the meaning specified therefor in Section 2.01(a). 
 “Selling Expenses” means all underwriting discounts
and selling commissions or similar fees or arrangements allocable to the sale of the Registrable Securities. 
 “Selling
Holder” means a Holder who is selling Registrable Securities pursuant to a registration statement. 

  
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 “Selling Holder Indemnified Persons” has the meaning specified therefor in
Section 2.09(a). 
 “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. 

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

Section 1.02 Registrable Securities. Any Registrable Security will cease to be a Registrable Security (a) when a registration
statement covering such Registrable Security has been declared effective by the Commission, or otherwise has become effective, and such Registrable Security has been sold or disposed of pursuant to such 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;
(d) when such Registrable Security has been transferred 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; 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. No later than 30 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) under 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 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 the 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 the Closing Date. 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 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 

  
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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, 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 90 days after 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 60 days following the 90th day, increasing by an additional 0.25% of the Liquidated Damages Multiplier per 30-day period, that shall
accrue daily, for each subsequent 60 days (i.e., 0.5% for 61-120 days, 0.75% for 121-180 days and 1.0% thereafter), 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 may pay the
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 market on which the Registrable Securities
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 price of
the Common Units on the NYSE (or such other market on which the Registrable Securities are then listed and traded) over the consecutive ten (10) trading day period ending on the close of trading on the trading day immediately preceding the date
on which the Liquidated Damages payment is due. The accrual 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,
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 90 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 must individually consent to such request. 

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 

  
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contemplated by Section 2.01(a) 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 $5.0 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 by the Holder. Each such Holder shall then have two (2) Business Days (or one (1) Business Day in connection with any
overnight or bought 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 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 (which Opt-Out Notice shall be effective as to an Underwritten Offering provided the Partnership received such Opt-Out Notice at least ten (10) Business Days prior to the day of pricing of such Underwritten
Offering (or two (2) Business Days prior to the day of pricing in the case of an overnight or bought Underwritten Offering). 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 

  
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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 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 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 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 $5.0 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 (i) the Partnership is pursuing an acquisition, merger, reorganization, disposition, financing or other similar transaction or other corporate transaction and the Partnership determines in good faith that the
Partnership’s ability to pursue or consummate such a transaction would be materially adversely affected by any required disclosure of such transaction in the Registration Statement or other registration statement or (ii) the Partnership
has experienced some other material non-public event the disclosure of which at such time, in the good faith judgment of the Partnership, would materially adversely affect the Partnership; 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 

  
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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 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 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) 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 “90th 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 shall cease to accrue pursuant to this paragraph 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 such 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. 
 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. 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 and warranties, 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 

  
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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. 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 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 promptly as
reasonably practicable: 
 (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 notifies the Partnership in writing that, in the sole judgment of such Managing Underwriter, inclusion of detailed
information 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; 
 (c) furnish to each applicable 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 amendment or supplement 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 Holder the opportunity to object to any information pertaining to such Holder
and its plan of distribution that is contained therein and make the corrections reasonably requested by such Holder with respect to such information prior to filing the Registration Statement or such other registration statement or amendment or
supplement 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 amendments and supplements thereto as such 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 

  
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contemplated by this Agreement under the securities or blue sky laws of such jurisdictions as the applicable 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 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) immediately 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; 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) comfort letter(s) dated the pricing date of such Underwritten Offering and letter(s) of like kind dated the date of the closing under the underwriting agreement, in each case,
signed by the 

  
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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 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 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; 

(m) provide a transfer agent 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
applicable 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 to the Registration Statement
or any other registration statement contemplated by this Agreement after being notified of the matters to be incorporated in such prospectus or prospectus supplement or post-effective amendment. 

  
 10 








 The Partnership will 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, such Holder shall no longer be entitled to receive Liquidated Damages under this Agreement with respect thereto and
the Partnership shall have no further obligations hereunder with respect to Registrable Securities held by such Holder. 
 Each applicable
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 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 Holder will, or will request the Managing Underwriter, if any, to deliver to the Partnership all copies in their possession or control of the prospectus or prospectus supplement covering such Registrable
Securities current at the time of receipt of such notice. 
 Section 2.06 Cooperation by Holders. The Partnership shall have no
obligation to include Registrable Securities of a Holder in the Registration Statement or any other registration statement contemplated by this Agreement 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 counsel, is reasonably required in order for such 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 agrees with the Partnership, if requested by
the underwriters, to enter into a customary lock up agreement with underwriters of an Underwritten Offering providing such Holder will not effect any public sale or distribution of Registrable Securities during the 90 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 (a) 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 (b) 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 $5.0 million of the then-outstanding Registrable Securities. 

  
 11 








 Section 2.08 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 legal fees incurred by Holders in connection with the exercise of such
Holders’ rights hereunder. 
 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, managers, 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 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 or 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 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 or prospectus supplement, free writing prospectus, 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 

  
 12 








 
such Selling Holder expressly for inclusion in the Registration Statement or any other registration statement contemplated by this Agreement, any preliminary prospectus or prospectus supplement,
free writing prospectus or final prospectus or prospectus supplement 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 

  
 13 








 
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 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 use its commercially
reasonable efforts to: 
 (a) 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) file with the Commission in a timely
manner all reports and other documents required of the Partnership under the Exchange Act at all times from and after the date hereof; and 

(c) so long as a Holder owns any Registrable Securities, furnish, 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. 
 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 or assigned
to such transferee or assignee shall represent at least $5.0 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 

  
 14 








 
with respect to which such registration rights are being transferred or assigned and (c) each such transferee or assignee assumes in writing responsibility for its portion of the obligations
of such Purchaser under this Agreement. 
 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 
 with a copy to: 

Latham & Watkins LLP 

811 Main Street, Suite 3700 

Houston, TX 77002 
 Attention:
Ryan Maierson 
 Facsimile: 713.546.5401 

Email: ryan.maierson@lw.com 
 (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: 
 Arc Logistics Partners LP 

725 Fifth Avenue 
 19th Floor 
 New York, NY 10022 

Attention: Steven Schnitzer 

Facsimile: 212.993.1299 
 Email:
sschnitzer@arcxlp.com 

  
 15 








 with a copy to: 

Vinson & Elkins L.L.P. 

666 Fifth Avenue 
 26th Floor 
 New York, NY 10103 

Attention: Brenda Lenahan 

Facsimile: 917.849.5360 
 Email:
blenahan@velaw.com 
 All such notices and communications shall be deemed to have been received at the time delivered by hand, if personally
delivered; when sent by confirmed facsimile or electronic mail if sent during normal business hours, but if not, then on the next Business Day; 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
Transfers and 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 Registrable Securities. The provisions of this Agreement shall apply to
the full extent set forth herein with respect to any and all securities 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, splits, recapitalizations, pro rata distributions 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 delivered, shall be deemed to be an original and all of which counterparts, taken together, shall constitute but one and the same Agreement. 

  
 16 








 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 is 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 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 supersedes 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. 

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 

  
 17 








 
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. All references to “Articles” and “Sections” shall be deemed 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 Holder under this Agreement, such action shall
be in such Holder’s sole discretion unless otherwise specified. 
 [Signature pages to follow] 

  
 18 








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

			
	ARC LOGISTICS PARTNERS LP
		
	By:		ARC LOGISTICS GP LLC
			its General Partner
		
	By:		 /s/ Vincent T. Cubbage

	Name:		Vincent T. Cubbage
	Title:		Chief Executive Officer



  
 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 DEVELOPMENT COMPANY
		
	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 TOTAL

RETURN FUND, INC.

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



  

REGISTRATION RIGHTS AGREEMENT – SIGNATURE
PAGE 








 
			
	Goldman Sachs MLP and Energy Renaissance Fund
	
	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



  

REGISTRATION RIGHTS AGREEMENT – SIGNATURE
PAGE 









			
	 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



  

REGISTRATION RIGHTS AGREEMENT – SIGNATURE
PAGE 








 
			
	Oppenheimer SteelPath MLP Income Fund
	
	/s/ Stuart Cartner
	Name:  Stuart Cartner
	Title:    Vice President and Portfolio Manager of
	             Oppenheimer SteelPath MLP Income Fund


  

			
	By: /s/ Brian Watson
	Name:  Brian Watson
	Title:    Vice President and Portfolio Manager of
	             Oppenheimer SteelPath MLP Income Fund



  

REGISTRATION RIGHTS AGREEMENT – SIGNATURE
PAGE 








 
			
	 Nuveen All Cap Energy MLP Opportunities Fund

		
	By:		/s/ Quinn T. Kiley
			Name:  Quinn T. Kiley
			Title:    Senior Portfolio Manager



  

REGISTRATION RIGHTS AGREEMENT – SIGNATURE
PAGE 








 
			
	 COHEN & STEERS MLP INCOME AND

ENERGY OPPORTUNITY FUND, INC.

		
	By:		/s/ Robert Becker
			Name:  Robert Becker
			Title:    Vice President



  

REGISTRATION RIGHTS AGREEMENT – SIGNATURE
PAGE 








 
			
	[UNITHOLDER]
	Salient MLP Fund, L.P.
		
			 By: Salient Capital Advisors, LLC
 Its
Investment Manager

		
	By:		 /s/ Greg Reid

			Name:  Greg Reid
			Title:    Managing Director



  

REGISTRATION RIGHTS AGREEMENT – SIGNATURE
PAGE 








 
			
	BOWOOD MLP RETURN FUND, LP
	
		
	By:		 BOWOOD CAPITAL ADVISORS, LLC,
 its General
Partner

		
	By:		/s/ Andrew L. Atterbury
			Name:  Andrew L. Atterbury
			Title:    President



  

REGISTRATION RIGHTS AGREEMENT – SIGNATURE
PAGE 








 
			
	TRIANGLE PEAK PARTNERS PRIVATE EQUITY, LP
	
	[UNITHOLDER]
			By:  Triangle Peak Partners Private
			         Equity GP, LLC, its General Partner
		
	By:		/s/ Michael C. Morgan
			Name:  Michael C. Morgan
			Title:    Managing Member



  

REGISTRATION RIGHTS AGREEMENT – SIGNATURE
PAGE 








 Schedule A – Purchaser List; Notice and Contact Information; Opt-Out 

 

					
	 Purchaser

Name
	 	 Notice and Contact

Information
	 	 Opt-Out Election

(Section 2.02(a))

			
	 Kayne Anderson

MLP Investment

Company
	 	 Kayne Anderson MLP Investment Company
 811
Main Street, 14th Floor
 Houston, TX 77002

Attn: James C. Baker
 Phone: 713-493-2020

jbaker@kaynecapital.com
	 	Yes – Opt out
			
	 Kayne Anderson

Energy

Development

Company
	 	 Kayne Anderson Energy Development Company

811 Main Street, 14th Floor

Houston, TX 77002
 Attn: James C. Baker

Phone: 713-493-2020
 jbaker@kaynecapital.com
	 	Yes – Opt out
			
	 Kayne Anderson

Midstream/Energy

Fund, Inc.
	 	 Kayne Anderson Midstream/Energy Fund, Inc.

811 Main Street, 14th Floor

Houston, TX 77002
 Attn: James C. Baker

Phone: 713-493-2020
 jbaker@kaynecapital.com
	 	Yes – Opt out
			
	 Kayne Anderson

Energy Total

Return Fund, Inc.
	 	 Kayne Anderson Energy Total Return Fund, Inc.

811 Main Street, 14th Floor

Houston, TX 77002
 Attn: James C. Baker

Phone: 713-493-2020
 jbaker@kaynecapital.com
	 	Yes – Opt out


  
 Schedule A to
Registration Rights Agreement 









					
	 Purchaser

Name
	 	 Notice and Contact

Information
	 	 Opt-Out Election

(Section 2.02(a))

			
	 Goldman Sachs MLP

and Energy Renaissance

Fund
	 	 Goldman Sachs MLP and Energy Renaissance Fund

c/o Goldman Sachs Asset Management, L.P.

200 West Street
 New York, NY 10282

Fax: 212-934-3061
 Attn: Ganesh Jois

Ganesh.jois@gs.com
  

Address for delivery of certificates:
 M/S CCB0501

State Street Bank
 1 Iron St

Boston, MA 02110
 Fax: 617-369-9843

Attn: John Lewis
	 	No – Not opting out
			
	 Goldman Sachs MLP

Income Opportunities

Fund
	 	 Goldman Sachs MLP Income Opportunities Fund

c/o Goldman Sachs Asset Management, L.P.

200 West Street
 New York, NY 10282

Attn: Ganesh Jois
 Ganesh.jois@gs.com

 
 Address for delivery of certificates:

M/S CCB0501
 State Street Bank

1 Iron St
 Boston, MA 02110

Fax: 617-369-9843
 Attn: John Lewis
	 	No – Not opting out
			
	 MTP Energy

Master Fund Ltd.
	 	 Zoe Allen
 Head of Operations

c/o MTP Energy Management, LLC,
 1603 Orrington Avenue, 13th
Floor
 Evanston, IL 60201
 Attention: Zoe Allen

Phone: 847-905-4639
 zoe.allen@magnetar.com
	 	No – Not opting out


  
 Signature Page to
Registration Rights Agreement 









					
	 Purchaser

Name
	 	 Notice and Contact

Information
	 	 Opt-Out Election

(Section 2.02(a))

			
	 Oppenheimer SteelPath

MLP Income Fund
	 	 OFI SteelPath, Inc.
 2100 McKinney Avenue,
Suite 1401
 Dallas, TX 75201
  

c/o General Counsel
 OppenheimerFunds, Inc.

225 Liberty Street, 15th Floor

New York, NY 10281
 scartner@ofiglobal.com

bwatson@ofiglobal.com

allcomplianceportfolio@ofiglobal.com
	 	No – Not opting out
			
	 Nuveen All Cap Energy

MLP Opportunities

Fund
	 	 Nuveen All Cap Energy MLP Opportunities Fund

8235 Forsyth Blvd.
 Suite 700

St. Louis, MO 63105
 Attn: Quinn Kiley

Phone: 314-446-6795
 Fax: 314-446-6702

qkiley@advisoryresearch.com
	 	Yes – Opt out
			
	 Cohen & Steers MLP

Income and Energy

Opportunity Fund, Inc.
	 	 c/o Cohen & Steers Capital Management, Inc.

Attn: General Counsel
 280 Park Ave

New York, NY 10017
 Phone: 212-832-1600

Fax: 212-822-1600
 fpoli@cohenandsteers.com
	 	No – Not opting out
			
	 Morgan Stanley FBO:

Salient MLP Fund, L.P.
	 	 4265 San Felipe, 8th Floor

Houston, TX 77027
 Attn: Paula Canlas

Attn: Matt Hibbetts
 Phone: 713-548-2626

Phone: 713-548-2603
 DL-MLPOperations@salientpartners.com
	 	No – Not opting out


  
 Signature Page to
Registration Rights Agreement 









					
	 Purchaser

Name
	 	 Notice and Contact

Information
	 	 Opt-Out Election

(Section 2.02(a))

			
	 Bowood MLP Return

Fund, LP
	 	 Bowood Capital Advisors, LLC
 Attn: Kent
Blackford
 2001 Shawnee Mission Parkway
 Mission Woods, KS
66205
 Phone: 913-953-8331

kblackford@bowoodcapital.com
  

With copy to:
 McGregor Johnson

Stinson Leonard Street
 1201 Walnut Street, Suite 2900

Kansas City, MO 64106
 Phone: 816-691-2485

Fax: 816-412-1213

Mcgregor.johnson@stinsonleonard.com
	 	No – Not opting out
			
	 Triangle Peak Partners

Private Equity, LP
	 	 Triangle Peak Partners, LP
 Attn: Michael
Morgan
 PO Box 3788
 Carmel Plaza #305 (Ocean & Mission
Streets)
 Carmel, CA 93921
 Phone: 831-622-0428
	 	No – Not opting out


  
 Signature Page to
Registration Rights Agreement