_________, 20__ ---|--- For Value Received, the undersigned, Turning Point Brands, Inc. , a Delaware corporation (Turning Point), and North Atlantic Trading Company, Inc. , a Delaware corporation (NATC and together with Turning Point, the Borrowers), hereby unconditionally promise to pay to Fifth Third Bank , an Ohio banking corporation (the Lender) or its registered assigns, on the Revolving Credit Termination Date of the hereinafter defined Credit Agreement, at the principal office of Fifth Third Bank , an Ohio banking corporation, as Administrative Agent, in Cincinnati, Ohio (or such other location as the Administrative Agent may designate to the Borrowers), in immediately available funds, the principal sum of ________________ Dollars ($____________) or, if less, the aggregate unpaid principal amount of all Swing Loans made by the Lender to the Borrowers pursuant to the Credit Agreement, together with interest on the principal amount of each Swing Loan from time to time outstanding hereunder at the rates, and payable in the manner and on the dates, specified in the Credit Agreement.

_________ , 20__ - - - | - - - For Value Received , the undersigned , Turning Point Brands , Inc . , a Delaware corporation ( Turning Point ) , and North Atlantic Trading Company , Inc . , a Delaware corporation ( NATC and together with Turning Point , the Borrowers ) , hereby unconditionally promise to pay to Fifth Third Bank , an Ohio banking corporation ( the Lender ) or its registered assigns , on the Revolving Credit Termination Date of the hereinafter defined Credit Agreement , at the principal office of Fifth Third Bank , an Ohio banking corporation , as Administrative Agent , in Cincinnati , Ohio ( or such other location as the Administrative Agent may designate to the Borrowers ) , in immediately available funds , the principal sum of ________________ Dollars ( $ ____________ ) or , if less , the aggregate unpaid principal amount of all Swing Loans made by the Lender to the Borrowers pursuant to the Credit Agreement , together with interest on the principal amount of each Swing Loan from time to time outstanding hereunder at the rates , and payable in the manner and on the dates , specified in the Credit Agreement .


The terms and provisions of Sections 11.4 (Amendments, Waivers and Consents) , 11.11 (Successors and Assigns; Participations), 11.18 (Severability of Provisions), 11.19 (Counterparts; Integration; Effectiveness; Electronic Execution), 11.26 (Construction), of the Credit Agreement are hereby incorporated herein by reference, and shall apply to this Note mutatis mutandis as if fully set forth herein.

The terms and provisions of Sections 11 . 4 ( Amendments , Waivers and Consents ) , 11 . 11 ( Successors and Assigns ; Participations ) , 11 . 18 ( Severability of Provisions ) , 11 . 19 ( Counterparts ; Integration ; Effectiveness ; Electronic Execution ) , 11 . 26 ( Construction ) , of the Credit Agreement are hereby incorporated herein by reference , and shall apply to this Note mutatis mutandis as if fully set forth herein .


THE TERMS AND PROVISIONS OF SECTIONS 11.7 (GOVERNING LAW, JURISDICTION, ETC.) AND 11.8 (WAIVER OF JURY TRIAL) OF THE CREDIT AGREEMENT ARE HEREBY INCORPORATED HEREIN BY REFERENCE, AND SHALL APPLY TO THIS NOTE MUTATIS MUTANDIS AS IF FULLY SET FORTH HEREIN.

THE TERMS AND PROVISIONS OF SECTIONS 11 . 7 ( GOVERNING LAW , JURISDICTION , ETC . ) AND 11 . 8 ( WAIVER OF JURY TRIAL ) OF THE CREDIT AGREEMENT ARE HEREBY INCORPORATED HEREIN BY REFERENCE , AND SHALL APPLY TO THIS NOTE MUTATIS MUTANDIS AS IF FULLY SET FORTH HEREIN .


This Incremental Second Out Term Note (this Note) is one of the Incremental Second Out Term Notes referred to in the First Lien Credit Agreement dated as of February 17, 2017 , among the Borrowers, the Guarantors party thereto, the Lenders party thereto, and Fifth Third Bank , an Ohio banking corporation, as Administrative Agent and L/C Issuer (as amended, restated, modified or supplemented from time to time, the Credit Agreement), and this Note and the holder hereof are entitled to all the benefits and security provided for thereby or referred to therein, to which Credit Agreement reference is hereby made for a statement thereof. All defined terms used in this Note, except terms otherwise defined herein, shall have the same meaning as in the Credit Agreement.

This Incremental Second Out Term Note ( this Note ) is one of the Incremental Second Out Term Notes referred to in the First Lien Credit Agreement dated as of February 17 , 2017 , among the Borrowers , the Guarantors party thereto , the Lenders party thereto , and Fifth Third Bank , an Ohio banking corporation , as Administrative Agent and L / C Issuer ( as amended , restated , modified or supplemented from time to time , the Credit Agreement ) , and this Note and the holder hereof are entitled to all the benefits and security provided for thereby or referred to therein , to which Credit Agreement reference is hereby made for a statement thereof . All defined terms used in this Note , except terms otherwise defined herein , shall have the same meaning as in the Credit Agreement .


1. This certificate is delivered to you pursuant to Section 6.2 of the First Lien Credit Agreement dated as of February 17, 2017 , by and among the Borrowers, the Guarantors party thereto, the Lenders party thereto and Fifth Third Bank , as Administrative Agent and L/C Issuer (as amended, restated, modified or supplemented from time to time, the Credit Agreement). Capitalized terms used herein and not defined herein shall have the meanings assigned thereto in the Credit Agreement.

1 . This certificate is delivered to you pursuant to Section 6 . 2 of the First Lien Credit Agreement dated as of February 17 , 2017 , by and among the Borrowers , the Guarantors party thereto , the Lenders party thereto and Fifth Third Bank , as Administrative Agent and L / C Issuer ( as amended , restated , modified or supplemented from time to time , the Credit Agreement ) . Capitalized terms used herein and not defined herein shall have the meanings assigned thereto in the Credit Agreement .


This Assignment and Assumption (this Assignment and Assumption) is dated as of the Effective Date set forth below and is entered into by and between [Insert Name of Assignor] (the Assignor), and the parties identified on the Schedules hereto and [the] [each]1 Assignee identified on the Schedules hereto as Assignee or as Assignees (collectively, the Assignees and each, an Assignee). [It is understood and agreed that the rights and obligations of the [Assignees] [Assignors]2 hereunder are several and not joint.]3 Capitalized terms used but not defined herein shall have the meanings given to them in the First Lien Credit Agreement identified below (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the Credit Agreement), receipt of a copy of which is hereby acknowledged by [the] [each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full.

This Assignment and Assumption ( this Assignment and Assumption ) is dated as of the Effective Date set forth below and is entered into by and between [ Insert Name of Assignor ] ( the Assignor ) , and the parties identified on the Schedules hereto and [ the ] [ each ] 1 Assignee identified on the Schedules hereto as Assignee or as Assignees ( collectively , the Assignees and each , an Assignee ) . [ It is understood and agreed that the rights and obligations of the [ Assignees ] [ Assignors ] 2 hereunder are several and not joint . ] 3 Capitalized terms used but not defined herein shall have the meanings given to them in the First Lien Credit Agreement identified below ( as amended , restated , amended and restated , supplemented or otherwise modified from time to time , the Credit Agreement ) , receipt of a copy of which is hereby acknowledged by [ the ] [ each ] Assignee . The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full .


Turning Point Brands, Inc. , a Delaware corporation, and North Atlantic Trading Company, Inc. , a Delaware corporation | | 4.

Turning Point Brands , Inc . , a Delaware corporation , and North Atlantic Trading Company , Inc . , a Delaware corporation | | 4 .


Fifth Third Bank , an Ohio banking corporation, as administrative agent under the Credit Agreement | | 5.

Fifth Third Bank , an Ohio banking corporation , as administrative agent under the Credit Agreement | | 5 .


First Lien Credit Agreement dated as of February 17, 2017 , by and among Turning Point Brands, Inc. , a Delaware corporation, North Atlantic Trading Company, Inc. , a Delaware corporation, the Guarantors party thereto, the Lenders party thereto, and Fifth Third Bank , as Administrative Agent and L/C Issuer | | 6.

First Lien Credit Agreement dated as of February 17 , 2017 , by and among Turning Point Brands , Inc . , a Delaware corporation , North Atlantic Trading Company , Inc . , a Delaware corporation , the Guarantors party thereto , the Lenders party thereto , and Fifth Third Bank , as Administrative Agent and L / C Issuer | | 6 .


Regions Bank , as an Arranger6


This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York for contracts made and to be performed wholly within the State of New York , without regard to principles of conflicts of laws requiring application of the law of any other jurisdiction.

This Assignment and Assumption shall be binding upon , and inure to the benefit of , the parties hereto and their respective successors and assigns . This Assignment and Assumption may be executed in any number of counterparts , which together shall constitute one instrument . Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption . This Assignment and Assumption shall be governed by , and construed in accordance with , the law of the State of New York for contracts made and to be performed wholly within the State of New York , without regard to principles of conflicts of laws requiring application of the law of any other jurisdiction .


This instrument or agreement (and the indebtedness evidenced hereby) is subject to the terms and conditions of that certain Debt Subordination Agreement dated as of [_____________], 20[__], by and between [_____________], and Fifth Third Bank , as Administrative Agent, which agreement (as amended or otherwise modified) is incorporated herein by reference.

This instrument or agreement ( and the indebtedness evidenced hereby ) is subject to the terms and conditions of that certain Debt Subordination Agreement dated as of [ _____________ ] , 20 [ __ ] , by and between [ _____________ ] , and Fifth Third Bank , as Administrative Agent , which agreement ( as amended or otherwise modified ) is incorporated herein by reference .


17. This Subordination Agreement and any claim, controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon, arising out of or relating to this Subordination Agreement and the transactions contemplated hereby shall be governed by, and construed in accordance with, the law of the State of New York for contracts made and to be performed wholly within the State of New York , without regard to principles of conflicts of laws requiring application of the law of any other jurisdiction.

17 . This Subordination Agreement and any claim , controversy , dispute or cause of action ( whether in contract or tort or otherwise ) based upon , arising out of or relating to this Subordination Agreement and the transactions contemplated hereby shall be governed by , and construed in accordance with , the law of the State of New York for contracts made and to be performed wholly within the State of New York , without regard to principles of conflicts of laws requiring application of the law of any other jurisdiction .


| ---|---|---|---|---|---|---|---|---|--- Fifth Third Bank


| Capital One ,


North Atlantic Trading Company, Inc.


100% * * *


777 Boston Post Road ,< br/>

777 Boston Post Road , & lt ; br / & gt ;


76 Maple Tree Ave .


Stamford, CT 06906 | | | | | |


Louisville, KY 40229 | | | | | |


Unit 21, Harpur Hill Business Park


198 West Liberty Street


3050 Biscayne Blvd # 801


Miami, FL 33137 | | | | | |


Within ten (10) Business Days following the Closing Date (which date may be extended by the Administrative Agent in its sole discretion), the Administrative Agent shall have received certificates of insurance required to be obtained under this Agreement in form and substance satisfactory to the Administrative Agent, naming Fifth Third Bank , as Administrative Agent, as additional insured and/or lender loss payable, as applicable. ---|---|---

Within ten ( 10 ) Business Days following the Closing Date ( which date may be extended by the Administrative Agent in its sole discretion ) , the Administrative Agent shall have received certificates of insurance required to be obtained under this Agreement in form and substance satisfactory to the Administrative Agent , naming Fifth Third Bank , as Administrative Agent , as additional insured and / or lender loss payable , as applicable . - - - | - - - | - - -


Within thirty (30) days after the Closing Date (which date may be extended by the Administrative Agent in its sole discretion), the Administrative Agent shall have received a copy of each endorsement for each insurance policy required to be maintained under this Agreement in form and substance satisfactory to the Administrative Agent, naming Fifth Third Bank , as Administrative Agent, as additional insured and/or lender loss payable, as applicable. ---|---|--- * * *

Within thirty ( 30 ) days after the Closing Date ( which date may be extended by the Administrative Agent in its sole discretion ) , the Administrative Agent shall have received a copy of each endorsement for each insurance policy required to be maintained under this Agreement in form and substance satisfactory to the Administrative Agent , naming Fifth Third Bank , as Administrative Agent , as additional insured and / or lender loss payable , as applicable . - - - | - - - | - - - * * *


NEC Financial Services, LLC


EEA Member Country: any of the member states of the European Union, Iceland, Liechtenstein , and Norway.

EEA Member Country : any of the member states of the European Union , Iceland , Liechtenstein , and Norway .


Title: Vice President, Secretary , and General Counsel

Title : Vice President , Secretary , and General Counsel


FLASH TECHNOLOGY, LLC , a Delaware limited liability company

FLASH TECHNOLOGY , LLC , a Delaware limited liability company


GENFARE HOLDINGS, LLC,< br/>

GENFARE HOLDINGS , LLC , & lt ; br / & gt ;


MARLEY ENGINEERED PRODUCTS LLC,< br/>

MARLEY ENGINEERED PRODUCTS LLC , & lt ; br / & gt ;


SPX COOLING TECHNOLOGIES, INC.,< br/>

SPX COOLING TECHNOLOGIES , INC . , & lt ; br / & gt ;


ADMINISTRATIVE AGENT: BANK OF AMERICA, N.A.,< br/>

ADMINISTRATIVE AGENT : BANK OF AMERICA , N . A . , & lt ; br / & gt ;


DEUTSCHE BANK AG DEUTSCHLANDGESCHFT BRANCH ,


COMMERZBANK AG, NEW YORK BRANCH,< br/>

COMMERZBANK AG , NEW YORK BRANCH , & lt ; br / & gt ;


COMMERZBANK AG, FRANKFURT BRANCH,< br/>

COMMERZBANK AG , FRANKFURT BRANCH , & lt ; br / & gt ;


THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.,< br/>

THE BANK OF TOKYO-MITSUBISHI UFJ , LTD . , & lt ; br / & gt ;


JPMORGAN CHASE BANK, N.A.,< br/>

JPMORGAN CHASE BANK , N . A . , & lt ; br / & gt ;


HSBC BANK USA, NATIONAL ASSOCIATION,< br/>

HSBC BANK USA , NATIONAL ASSOCIATION , & lt ; br / & gt ;


WELLS FARGO BANK, NATIONAL ASSOCIATION,< br/>

WELLS FARGO BANK , NATIONAL ASSOCIATION , & lt ; br / & gt ;


This Common Stock and Warrant Purchase Agreement, dated as of [], 201[] (this Agreement), is entered into by and among RespireRx Pharmaceuticals Inc. (the Company), a corporation incorporated in the state of Delaware, and the undersigned persons and entities listed on the schedule of investors attached hereto as Schedule I (the Investors). This Agreement is expected to be one of several like agreements, collectively the Common Stock and Warrant Purchase Agreements.

This Common Stock and Warrant Purchase Agreement , dated as of [ ] , 201 [ ] ( this Agreement ) , is entered into by and among RespireRx Pharmaceuticals Inc . ( the Company ) , a corporation incorporated in the state of Delaware , and the undersigned persons and entities listed on the schedule of investors attached hereto as Schedule I ( the Investors ) . This Agreement is expected to be one of several like agreements , collectively the Common Stock and Warrant Purchase Agreements .


(a) Authorization of the Issuance of the Common Stock and Warrants. The Company has authorized the issuance and sale of up to $1,500,000 of Common Stock and Warrants in units comprised of (i) one share of the Companys Common Stock, par value $0.001 (Common Stock), and (ii) one warrant to purchase one additional share of the Companys Common Stock (as amended, restated or otherwise modified from time to time pursuant to Section 7,Warrant), which are being sold together. The Warrants shall be in substantially the form set out in Exhibit A hereto and represent the right to purchase one share of Common Stock during the Warrant exercise period at the Warrant exercise price per share of Common Stock. References to an Exhibit or Schedule are references to an Exhibit or Schedule attached to this Agreement unless otherwise specified. References to a Section are references to a Section of this Agreement unless otherwise specified.

( a ) Authorization of the Issuance of the Common Stock and Warrants . The Company has authorized the issuance and sale of up to $ 1 , 500 , 000 of Common Stock and Warrants in units comprised of ( i ) one share of the Companys Common Stock , par value $ 0 . 001 ( Common Stock ) , and ( ii ) one warrant to purchase one additional share of the Companys Common Stock ( as amended , restated or otherwise modified from time to time pursuant to Section 7 , Warrant ) , which are being sold together . The Warrants shall be in substantially the form set out in Exhibit A hereto and represent the right to purchase one share of Common Stock during the Warrant exercise period at the Warrant exercise price per share of Common Stock . References to an Exhibit or Schedule are references to an Exhibit or Schedule attached to this Agreement unless otherwise specified . References to a Section are references to a Section of this Agreement unless otherwise specified .


(b) Issuance of Common Stock and Warrants. At each Closing provided for in Section 1(c) in respect of a particular Investor, on the terms and subject to the conditions hereof, the Company agrees to issue and sell to such Investor, and such Investor agrees to purchase from the Company, shares of Common Stock and Warrants equal in number to the investment amount (Investment Amount) set forth opposite the respective Investors name on Schedule I divided by the aggregate purchase price for (i) one share of Common Stock and (ii) one Warrant to purchase one additional share of Common Stock (Unit Purchase Price). The Unit Purchase Price shall be $2.50 per unit and shall be the same Unit Purchase Price for all Closings (as defined below). The Warrants shall have a cash and a cashless exercise provision and shall be exercisable at 110% percent of the Unit Purchase Price which exercise price is $2.75 per share. The obligations of the Investors to purchase the Common Stock and Warrants are several and not joint obligations and no Investor shall have any liability to any Person for the performance or non-performance of any obligation by any other Investor hereunder. The aggregate Investment Amounts for the purchase of Common Stock and Warrants hereunder shall not exceed $1,500,000 .

( b ) Issuance of Common Stock and Warrants . At each Closing provided for in Section 1 ( c ) in respect of a particular Investor , on the terms and subject to the conditions hereof , the Company agrees to issue and sell to such Investor , and such Investor agrees to purchase from the Company , shares of Common Stock and Warrants equal in number to the investment amount ( Investment Amount ) set forth opposite the respective Investors name on Schedule I divided by the aggregate purchase price for ( i ) one share of Common Stock and ( ii ) one Warrant to purchase one additional share of Common Stock ( Unit Purchase Price ) . The Unit Purchase Price shall be $ 2 . 50 per unit and shall be the same Unit Purchase Price for all Closings ( as defined below ) . The Warrants shall have a cash and a cashless exercise provision and shall be exercisable at 110 % percent of the Unit Purchase Price which exercise price is $ 2 . 75 per share . The obligations of the Investors to purchase the Common Stock and Warrants are several and not joint obligations and no Investor shall have any liability to any Person for the performance or non-performance of any obligation by any other Investor hereunder . The aggregate Investment Amounts for the purchase of Common Stock and Warrants hereunder shall not exceed $ 1 , 500 , 000 .


(h) The Company and the Companys subsidiaries hereby represent, warranty and covenant that they have not, and so long as the Investor continues to have the exchange right provided by Section 1(b) of this Agreement, neither the Company, nor its subsidiaries, shall enter into a financing transaction pursuant to Sections 3(a)(9) or 3(a)(10) of the Securities Act of 1933 , as amended, or enter into any equity, debt, convertible or equity-linked securities financing arrangement having full-ratchet anti-dilution provisions without a floor or that have an indeterminant number (and potentially infinite number) of shares issuable pursuant to such provisions.

( h ) The Company and the Companys subsidiaries hereby represent , warranty and covenant that they have not , and so long as the Investor continues to have the exchange right provided by Section 1 ( b ) of this Agreement , neither the Company , nor its subsidiaries , shall enter into a financing transaction pursuant to Sections 3 ( a ) ( 9 ) or 3 ( a ) ( 10 ) of the Securities Act of 1933 , as amended , or enter into any equity , debt , convertible or equity-linked securities financing arrangement having full-ratchet anti-dilution provisions without a floor or that have an indeterminant number ( and potentially infinite number ) of shares issuable pursuant to such provisions .


(c) Source of Funds. Each Investor severally represents that, as to each source of funds (each a Source) to be used by such Investor to pay the purchase price of the Common Stock and Warrants to be purchased by such Investor hereunder, the Source does not include assets of any employee benefit plan, other than a plan exempt from the coverage of the Employee Retirement Income Security Act of 1974 , as amended from time to time, and the rules and regulations promulgated thereunder from time to time in effect.

( c ) Source of Funds . Each Investor severally represents that , as to each source of funds ( each a Source ) to be used by such Investor to pay the purchase price of the Common Stock and Warrants to be purchased by such Investor hereunder , the Source does not include assets of any employee benefit plan , other than a plan exempt from the coverage of the Employee Retirement Income Security Act of 1974 , as amended from time to time , and the rules and regulations promulgated thereunder from time to time in effect .


(a) Brokers and Finders Fees. At the Companys sole discretion, the Company may pay (i) a cash placement agent fee, brokerage commission, finders fee or similar payment of up to 10% of the aggregate of all Unit Purchase Prices to any qualified referral source, which may be an affiliate of the Company, to which it can legally make such payment, in the form of cash, as well as (ii) a warrant fee in the form of a warrant or warrants (Placement Agent Warrants), exercisable into up to 10% of that number of shares of Common Stock issued (but not the Warrants or shares of Common Stock underlying the Warrants). Such Placement Agent Warrants shall be exercisable at 110% of the Unit Purchase Price (which is the same exercise price as the Warrants purchased by the Investors) for each share for which the Placement Agent Warrant is exercised and shall expire on the same expiration date as the Warrants purchased by the Investors. The Placement Agent Warrants shall have a cashless exercise provision. Placement Agent Warrants may be issued to designees of the qualified referral source upon request by the qualified referral source, as may be agreed by the Company in its sole discretion, subject to applicable securities laws. Officers, directors, managers, employees, affiliates and associated persons of the Company, and affiliates of any of the foregoing qualified referral sources, are eligible to invest as Investors in the Common Stock and Warrants, and are eligible to, and may, receive fees, directly or indirectly (including, without limitation, fees in respect of such person or persons investments in the Common Stock and Warrants).

( a ) Brokers and Finders Fees . At the Companys sole discretion , the Company may pay ( i ) a cash placement agent fee , brokerage commission , finders fee or similar payment of up to 10 % of the aggregate of all Unit Purchase Prices to any qualified referral source , which may be an affiliate of the Company , to which it can legally make such payment , in the form of cash , as well as ( ii ) a warrant fee in the form of a warrant or warrants ( Placement Agent Warrants ) , exercisable into up to 10 % of that number of shares of Common Stock issued ( but not the Warrants or shares of Common Stock underlying the Warrants ) . Such Placement Agent Warrants shall be exercisable at 110 % of the Unit Purchase Price ( which is the same exercise price as the Warrants purchased by the Investors ) for each share for which the Placement Agent Warrant is exercised and shall expire on the same expiration date as the Warrants purchased by the Investors . The Placement Agent Warrants shall have a cashless exercise provision . Placement Agent Warrants may be issued to designees of the qualified referral source upon request by the qualified referral source , as may be agreed by the Company in its sole discretion , subject to applicable securities laws . Officers , directors , managers , employees , affiliates and associated persons of the Company , and affiliates of any of the foregoing qualified referral sources , are eligible to invest as Investors in the Common Stock and Warrants , and are eligible to , and may , receive fees , directly or indirectly ( including , without limitation , fees in respect of such person or persons investments in the Common Stock and Warrants ) .


Vice President, Treasurer and Secretary

Vice President , Treasurer and Secretary


Glen Rock, NJ 07452


Investor Name, Contact Name, Address, Phone, Fax| |

Investor Name , Contact Name , Address , Phone , Fax | |


a) Exercise of Warrant. Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on any Business Day (as defined below) on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly completed and executed facsimile or electronic mail copy of the Notice of Exercise form annexed hereto (the Notice of Exercise). The Company shall use reasonable best efforts to not affect the exercise of any portion of this Warrant, and the Holder shall not have the right to exercise any portion of this Warrant, pursuant to the terms and conditions of this Warrant and any such exercise shall be null and void and treated as if never made, to the extent that after giving effect to such exercise, the Holder together with any parties with whom or with which the Holders ownership interest must be aggregated (Attribution Parties), collectively would beneficially own in excess of 4.99% (the Maximum Percentage) of the shares of Common Stock outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by the Holder and the other Attribution Parties shall include the number of shares of Common Stock held by the Holder and all other Attribution Parties plus the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which the determination of such sentence is being made, but shall exclude shares of Common Stock which would be issuable upon (A) exercise of the remaining, unexercised portion of this Warrant beneficially owned by the Holder or any of the other Attribution Parties and (B) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company (including, without limitation, any convertible notes or convertible preferred stock or warrants) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 2(a). For purposes of this Section 2(a), beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934 (the 1934 Act) and the rules promulgated thereunder. For purposes of determining the number of outstanding shares of Common Stock the Holder may acquire upon the exercise of this Warrant without exceeding the Maximum Percentage, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (x) the Companys most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or other public filing with the SEC, as the case may be, (y) a more recent public announcement by the Company or (z) any other more recent written notice by the Company or the Transfer Agent, if any, setting forth the number of shares of Common Stock outstanding (the Reported Outstanding Share Number). If the Company receives a Notice of Exercise from the Holder at a time when the actual number of outstanding shares of Common Stock is less than the Reported Outstanding Share Number, the Company shall (i) notify the Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Notice of Exercise would otherwise cause the Holders beneficial ownership, as determined pursuant to this Section 2(a), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Warrant Shares to be acquired pursuant to such Notice of Exercise (the number of shares by which such purchase is reduced, the Reduction Shares) and (ii) as soon as reasonably practicable, the Company shall return to the Holder any exercise price paid by the Holder for the Reduction Shares. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one (1) Business Day confirm orally and in writing or by electronic mail to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder and any other Attribution Party since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of shares of Common Stock to the Holder upon exercise of this Warrant results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding shares of Common Stock (as determined under Section 13(d) of the 1934 Act and the rules promulgated thereunder), the number of shares so issued by which the Holders and the other Attribution Parties aggregate beneficial ownership exceeds the Maximum Percentage (the Excess Shares) shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power to vote or to transfer the Excess Shares. As soon as reasonably practicable after the issuance of the Excess Shares has been deemed null and void, (i) the Company shall return to the Holder the exercise price paid by the Holder for the Excess Shares, and (ii) the Holder shall provide any documentation reasonably requested by the Company to effect such cancellation on the records of the Company and its transfer agent. Upon delivery of a written notice to the Company, the Holder may from time to time increase or decrease the Maximum Percentage to any other percentage as specified in such notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the sixty-first (61st) day after such notice is delivered to the Company, and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder of Warrants issued in connection with the Purchase Agreement that is not an Attribution Party of the Holder. For purposes of clarity, the shares of Common Stock issuable pursuant to the terms of this Warrant in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. No prior inability to exercise this Warrant pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of exercisability. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(a) to the extent necessary to correct this paragraph or any portion of this paragraph which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 2(a) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this paragraph may not be waived and shall apply to a successor holder of this Warrant. Within three (3) Business Days (as defined below) following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price (as defined below) for the shares specified in the applicable Notice of Exercise by wire transfer in immediately available funds or cashiers check drawn on a United States bank in immediately available funds. A Business Day means any day other than a Saturday or Sunday or any day that national commercial banks in New York City, New York are authorized or required to close or any day that the NADSAQ stock markets or any other nationally recognized stock markets are closed. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Business Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Company, either directly or through its representative, shall maintain, or cause to be maintained, records showing the number of Warrant Shares purchased and the date of such purchases, which records shall be deemed to be accurate absent manifest error. The Company shall deliver any objection to any Notice of Exercise within two (2) Business Days of actual receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

a ) Exercise of Warrant . Exercise of the purchase rights represented by this Warrant may be made , in whole or in part , at any time or times on any Business Day ( as defined below ) on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company ( or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company ) of a duly completed and executed facsimile or electronic mail copy of the Notice of Exercise form annexed hereto ( the Notice of Exercise ) . The Company shall use reasonable best efforts to not affect the exercise of any portion of this Warrant , and the Holder shall not have the right to exercise any portion of this Warrant , pursuant to the terms and conditions of this Warrant and any such exercise shall be null and void and treated as if never made , to the extent that after giving effect to such exercise , the Holder together with any parties with whom or with which the Holders ownership interest must be aggregated ( Attribution Parties ) , collectively would beneficially own in excess of 4 . 99 % ( the Maximum Percentage ) of the shares of Common Stock outstanding immediately after giving effect to such exercise . For purposes of the foregoing sentence , the aggregate number of shares of Common Stock beneficially owned by the Holder and the other Attribution Parties shall include the number of shares of Common Stock held by the Holder and all other Attribution Parties plus the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which the determination of such sentence is being made , but shall exclude shares of Common Stock which would be issuable upon ( A ) exercise of the remaining , unexercised portion of this Warrant beneficially owned by the Holder or any of the other Attribution Parties and ( B ) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company ( including , without limitation , any convertible notes or convertible preferred stock or warrants ) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 2 ( a ) . For purposes of this Section 2 ( a ) , beneficial ownership shall be calculated in accordance with Section 13 ( d ) of the Securities Exchange Act of 1934 ( the 1934 Act ) and the rules promulgated thereunder . For purposes of determining the number of outstanding shares of Common Stock the Holder may acquire upon the exercise of this Warrant without exceeding the Maximum Percentage , the Holder may rely on the number of outstanding shares of Common Stock as reflected in ( x ) the Companys most recent Annual Report on Form 10-K , Quarterly Report on Form 10-Q , Current Report on Form 8-K or other public filing with the SEC , as the case may be , ( y ) a more recent public announcement by the Company or ( z ) any other more recent written notice by the Company or the Transfer Agent , if any , setting forth the number of shares of Common Stock outstanding ( the Reported Outstanding Share Number ) . If the Company receives a Notice of Exercise from the Holder at a time when the actual number of outstanding shares of Common Stock is less than the Reported Outstanding Share Number , the Company shall ( i ) notify the Holder in writing of the number of shares of Common Stock then outstanding and , to the extent that such Notice of Exercise would otherwise cause the Holders beneficial ownership , as determined pursuant to this Section 2 ( a ) , to exceed the Maximum Percentage , the Holder must notify the Company of a reduced number of Warrant Shares to be acquired pursuant to such Notice of Exercise ( the number of shares by which such purchase is reduced , the Reduction Shares ) and ( ii ) as soon as reasonably practicable , the Company shall return to the Holder any exercise price paid by the Holder for the Reduction Shares . For any reason at any time , upon the written or oral request of the Holder , the Company shall within one ( 1 ) Business Day confirm orally and in writing or by electronic mail to the Holder the number of shares of Common Stock then outstanding . In any case , the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company , including this Warrant , by the Holder and any other Attribution Party since the date as of which the Reported Outstanding Share Number was reported . In the event that the issuance of shares of Common Stock to the Holder upon exercise of this Warrant results in the Holder and the other Attribution Parties being deemed to beneficially own , in the aggregate , more than the Maximum Percentage of the number of outstanding shares of Common Stock ( as determined under Section 13 ( d ) of the 1934 Act and the rules promulgated thereunder ) , the number of shares so issued by which the Holders and the other Attribution Parties aggregate beneficial ownership exceeds the Maximum Percentage ( the Excess Shares ) shall be deemed null and void and shall be cancelled ab initio , and the Holder shall not have the power to vote or to transfer the Excess Shares . As soon as reasonably practicable after the issuance of the Excess Shares has been deemed null and void , ( i ) the Company shall return to the Holder the exercise price paid by the Holder for the Excess Shares , and ( ii ) the Holder shall provide any documentation reasonably requested by the Company to effect such cancellation on the records of the Company and its transfer agent . Upon delivery of a written notice to the Company , the Holder may from time to time increase or decrease the Maximum Percentage to any other percentage as specified in such notice ; provided that ( i ) any such increase in the Maximum Percentage will not be effective until the sixty-first ( 61st ) day after such notice is delivered to the Company , and ( ii ) any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder of Warrants issued in connection with the Purchase Agreement that is not an Attribution Party of the Holder . For purposes of clarity , the shares of Common Stock issuable pursuant to the terms of this Warrant in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13 ( d ) or Rule 16a-1 ( a ) ( 1 ) of the 1934 Act . No prior inability to exercise this Warrant pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of exercisability . The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2 ( a ) to the extent necessary to correct this paragraph or any portion of this paragraph which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 2 ( a ) or to make changes or supplements necessary or desirable to properly give effect to such limitation . The limitation contained in this paragraph may not be waived and shall apply to a successor holder of this Warrant . Within three ( 3 ) Business Days ( as defined below ) following the date of exercise as aforesaid , the Holder shall deliver the aggregate Exercise Price ( as defined below ) for the shares specified in the applicable Notice of Exercise by wire transfer in immediately available funds or cashiers check drawn on a United States bank in immediately available funds . A Business Day means any day other than a Saturday or Sunday or any day that national commercial banks in New York City , New York are authorized or required to close or any day that the NADSAQ stock markets or any other nationally recognized stock markets are closed . Notwithstanding anything herein to the contrary , the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full , in which case , the Holder shall surrender this Warrant to the Company for cancellation within three ( 3 ) Business Days of the date the final Notice of Exercise is delivered to the Company . Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased . The Company , either directly or through its representative , shall maintain , or cause to be maintained , records showing the number of Warrant Shares purchased and the date of such purchases , which records shall be deemed to be accurate absent manifest error . The Company shall deliver any objection to any Notice of Exercise within two ( 2 ) Business Days of actual receipt of such notice . The Holder and any assignee , by acceptance of this Warrant , acknowledge and agree that , by reason of the provisions of this paragraph , following the purchase of a portion of the Warrant Shares hereunder , the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof .


b) Exercise Price. The exercise price per share of the Common Stock under this Warrant initially shall be $2.75 per share ( 110% of Unit Purchase Price as defined in the Purchase Agreement), subject to adjustment hereunder (including, without limitation, under Sections 2 and 3 hereof) (as adjusted, the Exercise Price).

b ) Exercise Price . The exercise price per share of the Common Stock under this Warrant initially shall be $ 2 . 75 per share ( 110 % of Unit Purchase Price as defined in the Purchase Agreement ) , subject to adjustment hereunder ( including , without limitation , under Sections 2 and 3 hereof ) ( as adjusted , the Exercise Price ) .


e. Call Provision. If at any time prior to the expiration of, or the exercise by the Holder of this Warrant the closing price of Companys common stock is 200% or more than the Unit Purchase Price for five (5) consecutive trading days (the Trading Price Condition), the Company shall have the right to call, redeem and cancel this Warrant on the tenth day after written notice by the Company to the Holder and payment to the Holder in cash of $0.001 per Warrant Share. To effectively exercise this call provision, such written notice of intent to exercise the call provision under this Section 2(e) must be provided by the Company by the close of business on the second trading day following satisfaction of the Trading Price Condition. The Holder may exercise this Warrant on a cash or cashless basis after written notice by the Company, but before the tenth day after such written notice, which exercise shall nullify the Companys right to call, redeem and cancel this Warrant. Failure by the Company to provide timely notice shall preclude the Company from exercising this call provision with respect to the satisfaction of the Trading Price Condition over that five (5) consecutive trading day period but shall not preclude the Company from exercising this call provision with respect to satisfaction of the Trading Price Condition over any other subsequent five (5) consecutive trading days. The Company may not call, redeem or cancel any portion of this Warrant that may not be exercised during the ten (10) day notification period pursuant to the restrictions on exercise in Section 2(a).

e . Call Provision . If at any time prior to the expiration of , or the exercise by the Holder of this Warrant the closing price of Companys common stock is 200 % or more than the Unit Purchase Price for five ( 5 ) consecutive trading days ( the Trading Price Condition ) , the Company shall have the right to call , redeem and cancel this Warrant on the tenth day after written notice by the Company to the Holder and payment to the Holder in cash of $ 0 . 001 per Warrant Share . To effectively exercise this call provision , such written notice of intent to exercise the call provision under this Section 2 ( e ) must be provided by the Company by the close of business on the second trading day following satisfaction of the Trading Price Condition . The Holder may exercise this Warrant on a cash or cashless basis after written notice by the Company , but before the tenth day after such written notice , which exercise shall nullify the Companys right to call , redeem and cancel this Warrant . Failure by the Company to provide timely notice shall preclude the Company from exercising this call provision with respect to the satisfaction of the Trading Price Condition over that five ( 5 ) consecutive trading day period but shall not preclude the Company from exercising this call provision with respect to satisfaction of the Trading Price Condition over any other subsequent five ( 5 ) consecutive trading days . The Company may not call , redeem or cancel any portion of this Warrant that may not be exercised during the ten ( 10 ) day notification period pursuant to the restrictions on exercise in Section 2 ( a ) .


e) Representation by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to or for distributing or reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities law, except pursuant to sales registered or exempted under the Securities Act. The Holder acknowledges that the Warrant Shares will not be registered under the Securities Act of 1933 , as amended, or any applicable statute or foreign securities law, and will therefore not be freely transferable.

e ) Representation by the Holder . The Holder , by the acceptance hereof , represents and warrants that it is acquiring this Warrant and , upon any exercise hereof , will acquire the Warrant Shares issuable upon such exercise , for its own account and not with a view to or for distributing or reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities law , except pursuant to sales registered or exempted under the Securities Act . The Holder acknowledges that the Warrant Shares will not be registered under the Securities Act of 1933 , as amended , or any applicable statute or foreign securities law , and will therefore not be freely transferable .


e) Jurisdiction. This Warrant is a contract between the Company and the Holder and its terms shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed in the State of New York , without giving effect to any choice or conflict of law provision or rule of that or any other jurisdiction. The Company and each Holder irrevocably consent to the jurisdiction of the United States federal courts and the state courts located in New York City, in any suit or proceeding based on or arising under this Warrant and irrevocably agree that all claims in respect of such suit or proceeding may be determined in such courts. The Company and each Holder irrevocably waives the defense of an inconvenient forum to the maintenance of such suit or proceeding in such forum. The Company further agrees that service of process upon the Company mailed by first class mail shall be deemed in every respect effective service of process upon the Company in any such suit or proceeding. Nothing herein shall affect the right of any Holder to serve process in any other manner permitted by law. The Company agrees that a final non-appealable judgment in any such suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on such judgment or in any other lawful manner.

e ) Jurisdiction . This Warrant is a contract between the Company and the Holder and its terms shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed in the State of New York , without giving effect to any choice or conflict of law provision or rule of that or any other jurisdiction . The Company and each Holder irrevocably consent to the jurisdiction of the United States federal courts and the state courts located in New York City , in any suit or proceeding based on or arising under this Warrant and irrevocably agree that all claims in respect of such suit or proceeding may be determined in such courts . The Company and each Holder irrevocably waives the defense of an inconvenient forum to the maintenance of such suit or proceeding in such forum . The Company further agrees that service of process upon the Company mailed by first class mail shall be deemed in every respect effective service of process upon the Company in any such suit or proceeding . Nothing herein shall affect the right of any Holder to serve process in any other manner permitted by law . The Company agrees that a final non-appealable judgment in any such suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on such judgment or in any other lawful manner .


| RespireRx Pharmaceuticals Inc. ---|--- | | | By: | | Name: | Jeff Eliot Margolis | Title: | Vice President, Treasurer, Secretary and Interim CFO

| RespireRx Pharmaceuticals Inc . - - - | - - - | | | By : | | Name : | Jeff Eliot Margolis | Title : | Vice President , Treasurer , Secretary and Interim CFO


To: RespireRx Pharmaceuticals Inc.


ENERGY TRANSFER PARTNERS, L.P.


ENERGY TRANSFER EQUITY, L.P.


Exchange Act means the Securities Exchange Act of 1934 , as amended from time to time, and the rules and regulations of the Commission promulgated thereunder.

Exchange Act means the Securities Exchange Act of 1934 , as amended from time to time , and the rules and regulations of the Commission promulgated thereunder .


Partnership Securities means any class or series of equity interest in ETP (but excluding any options, rights, warrants and appreciation rights relating to an equity interest in ETP), including the Common Units, Class E Units, Class G Units, Class H Units, Class I Units, Class J Units, Class K Units, Series A Preferred Units and the Incentive Distribution Rights.

Partnership Securities means any class or series of equity interest in ETP ( but excluding any options , rights , warrants and appreciation rights relating to an equity interest in ETP ) , including the Common Units , Class E Units , Class G Units , Class H Units , Class I Units , Class J Units , Class K Units , Series A Preferred Units and the Incentive Distribution Rights .


Private Placement means the private placement of common units representing limited partner interests in Purchaser pursuant to the Common Unit Purchase Agreement dated as of January 6, 2017 by and among Purchaser and the purchasers party thereto.

Private Placement means the private placement of common units representing limited partner interests in Purchaser pursuant to the Common Unit Purchase Agreement dated as of January 6 , 2017 by and among Purchaser and the purchasers party thereto .


(a) As of the date of this Agreement, prior to the issuance and sale of the Purchased Units, as contemplated hereby, the issued and outstanding limited partner interests of ETP consist of 530,654,971 Common Units, 8,853,382 Class E Units, 90,706,000 Class G Units, 81,001,069 Class H Units, 100 Class I Units, 0 Class J Units, 101,525,429 Class K Units , 1,912,569 Series A Cumulative Convertible Preferred Units and the Incentive Distribution Rights. The only issued and outstanding general partner interests of ETP are the interests of the General Partner described in the Partnership Agreement. All outstanding Common Units, Class E Units, Class G Units, Class H Units, Class I Units, Class K Units, Series A Preferred Units and Incentive Distribution Rights and the limited partner interests represented thereby have been duly authorized and validly issued in accordance with the Partnership Agreement and are fully paid (to the extent required under the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by matters described in Sections 17-303, 17-607 and 17-804 of the Delaware Revised Uniform Limited Partnership Act ( the Delaware LP Act)).< br/>

( a ) As of the date of this Agreement , prior to the issuance and sale of the Purchased Units , as contemplated hereby , the issued and outstanding limited partner interests of ETP consist of 530 , 654 , 971 Common Units , 8 , 853 , 382 Class E Units , 90 , 706 , 000 Class G Units , 81 , 001 , 069 Class H Units , 100 Class I Units , 0 Class J Units , 101 , 525 , 429 Class K Units , 1 , 912 , 569 Series A Cumulative Convertible Preferred Units and the Incentive Distribution Rights . The only issued and outstanding general partner interests of ETP are the interests of the General Partner described in the Partnership Agreement . All outstanding Common Units , Class E Units , Class G Units , Class H Units , Class I Units , Class K Units , Series A Preferred Units and Incentive Distribution Rights and the limited partner interests represented thereby have been duly authorized and validly issued in accordance with the Partnership Agreement and are fully paid ( to the extent required under the Partnership Agreement ) and nonassessable ( except as such nonassessability may be affected by matters described in Sections 17-303 , 17-607 and 17-804 of the Delaware Revised Uniform Limited Partnership Act ( the Delaware LP Act ) ) . & lt ; br / & gt ;


Section 4.07 Restricted Securities. The Purchaser understands that the Purchased Units are characterized as restricted securities under the federal securities Laws inasmuch as they are being acquired from ETP in a transaction not involving a public offering and that under such Laws such securities may be resold without registration under the Securities Act only in certain limited circumstances. In this connection, the Purchaser represents that it is knowledgeable with respect to Rule 144 under the Securities Act.< br/>

Section 4 . 07 Restricted Securities . The Purchaser understands that the Purchased Units are characterized as restricted securities under the federal securities Laws inasmuch as they are being acquired from ETP in a transaction not involving a public offering and that under such Laws such securities may be resold without registration under the Securities Act only in certain limited circumstances . In this connection , the Purchaser represents that it is knowledgeable with respect to Rule 144 under the Securities Act . & lt ; br / & gt ;


THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND IS SUBJECT TO THE TERMS OF THE SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT, AS AMENDED, OF ENERGY TRANSFER PARTNERS, L.P. THE HOLDER OF THIS SECURITY ACKNOWLEDGES FOR THE BENEFIT OF ENERGY TRANSFER PARTNERS, L.P. THAT THIS SECURITY MAY NOT BE SOLD, OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED IF SUCH TRANSFER WOULD (A) VIOLATE THE THEN APPLICABLE FEDERAL OR STATE SECURITIES LAWS OR RULES AND REGULATIONS OF THE SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION OR ANY OTHER GOVERNMENTAL AUTHORITY WITH JURISDICTION OVER SUCH TRANSFER, (B) TERMINATE THE EXISTENCE OR QUALIFICATION OF ENERGY TRANSFER PARTNERS, L.P. UNDER THE LAWS OF THE STATE OF DELAWARE, OR (C) CAUSE ENERGY TRANSER PARTNERS, L.P. TO BE TREATED AS AN ASSOCIATION TAXABLE AS A CORPORATION OR OTHERWISE TO BE TAXED AS AN ENTITY FOR FEDERAL INCOME TAX

THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933 , AS AMENDED , AND IS SUBJECT TO THE TERMS OF THE SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT , AS AMENDED , OF ENERGY TRANSFER PARTNERS , L . P . THE HOLDER OF THIS SECURITY ACKNOWLEDGES FOR THE BENEFIT OF ENERGY TRANSFER PARTNERS , L . P . THAT THIS SECURITY MAY NOT BE SOLD , OFFERED , RESOLD , PLEDGED OR OTHERWISE TRANSFERRED IF SUCH TRANSFER WOULD ( A ) VIOLATE THE THEN APPLICABLE FEDERAL OR STATE SECURITIES LAWS OR RULES AND REGULATIONS OF THE SECURITIES AND EXCHANGE COMMISSION , ANY STATE SECURITIES COMMISSION OR ANY OTHER GOVERNMENTAL AUTHORITY WITH JURISDICTION OVER SUCH TRANSFER , ( B ) TERMINATE THE EXISTENCE OR QUALIFICATION OF ENERGY TRANSFER PARTNERS , L . P . UNDER THE LAWS OF THE STATE OF DELAWARE , OR ( C ) CAUSE ENERGY TRANSER PARTNERS , L . P . TO BE TREATED AS AN ASSOCIATION TAXABLE AS A CORPORATION OR OTHERWISE TO BE TAXED AS AN ENTITY FOR FEDERAL INCOME TAX


(a) Binding Effect. This Agreement shall be binding upon ETP, the Purchaser, and their respective successors and permitted assigns. Except as expressly provided in this Agreement (including, without limitation, Article V), this Agreement shall not be construed so as to confer any right or benefit upon any Person other than the Parties and their respective successors and permitted assigns.

( a ) Binding Effect . This Agreement shall be binding upon ETP , the Purchaser , and their respective successors and permitted assigns . Except as expressly provided in this Agreement ( including , without limitation , Article V ) , this Agreement shall not be construed so as to confer any right or benefit upon any Person other than the Parties and their respective successors and permitted assigns .


Energy Transfer Partners, L.P. 8111 Westchester Drive, Suite 600

Energy Transfer Partners , L . P . 8111 Westchester Drive , Suite 600


8111 Westchester Drive, Suite 600


Latham & Watkins LLP 811 Main Street, Suite 3700 Houston, Texas 77002 Facsimile: (713) 546-5401 Attention: William N. Finnegan

Latham & amp ; Watkins LLP 811 Main Street , Suite 3700 Houston , Texas 77002 Facsimile : ( 713 ) 546-5401 Attention : William N . Finnegan


By: Energy Transfer Partners GP, L.P.,< br/>

By : Energy Transfer Partners GP , L . P . , & lt ; br / & gt ;


THIS REGISTRATION RIGHTS AGREEMENT (this Agreement) is made and entered into as of January 12, 2017, by and between ENERGY TRANSFER PARTNERS, L.P. , a Delaware limited partnership (ETP) and ENERGY TRANSFER EQUITY, L.P. , a Delaware limited partnership (ETE).

THIS REGISTRATION RIGHTS AGREEMENT ( this Agreement ) is made and entered into as of January 12 , 2017 , by and between ENERGY TRANSFER PARTNERS , L . P . , a Delaware limited partnership ( ETP ) and ENERGY TRANSFER EQUITY , L . P . , a Delaware limited partnership ( ETE ) .


Section 2.02 Underwritten Offering. In the event that the Selling Holders holding a majority of the Common Units elect to dispose of Registrable Securities under the Shelf Registration Statement pursuant to an Underwritten Offering, ETP shall enter into an underwriting agreement in customary form with the Managing Underwriter and other underwriters, which shall include, among other provisions, indemnities to the effect and to the extent provided in Section 2.07, and shall take all such other reasonable actions as are requested by the Managing Underwriter in order to expedite or facilitate the registration and disposition of the Registrable Securities. In connection with any Underwritten Offering under this Agreement, ETP shall be entitled to select the Managing Underwriter or Underwriters, subject to the consent of ETE not to be unreasonably withheld. 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, ETP to and for the benefit of such underwriters also be made to and for such Selling Holders 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 ETP other than representations, warranties or agreements regarding such Selling Holder and its ownership of the securities being registered on its behalf and 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 ETP and the Managing Underwriter; provided, however, that such withdrawal must be made up to and including the time of pricing of such offering to be effective. No such withdrawal or abandonment shall affect ETPs obligation to pay Registration Expenses.

Section 2 . 02 Underwritten Offering . In the event that the Selling Holders holding a majority of the Common Units elect to dispose of Registrable Securities under the Shelf Registration Statement pursuant to an Underwritten Offering , ETP shall enter into an underwriting agreement in customary form with the Managing Underwriter and other underwriters , which shall include , among other provisions , indemnities to the effect and to the extent provided in Section 2 . 07 , and shall take all such other reasonable actions as are requested by the Managing Underwriter in order to expedite or facilitate the registration and disposition of the Registrable Securities . In connection with any Underwritten Offering under this Agreement , ETP shall be entitled to select the Managing Underwriter or Underwriters , subject to the consent of ETE not to be unreasonably withheld . 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 , ETP to and for the benefit of such underwriters also be made to and for such Selling Holders 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 ETP other than representations , warranties or agreements regarding such Selling Holder and its ownership of the securities being registered on its behalf and 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 ETP and the Managing Underwriter ; provided , however , that such withdrawal must be made up to and including the time of pricing of such offering to be effective . No such withdrawal or abandonment shall affect ETPs obligation to pay Registration Expenses .


(i) make available to the appropriate representatives of the Managing Underwriter and Selling Holders access to such information and ETP personnel as is reasonable and customary to enable such parties to establish a due diligence defense under the Securities Act;< br/>

( i ) make available to the appropriate representatives of the Managing Underwriter and Selling Holders access to such information and ETP personnel as is reasonable and customary to enable such parties to establish a due diligence defense under the Securities Act ; & lt ; br / & gt ;


Section 2.04 Cooperation by Holders. ETP shall have no obligation to include in the Shelf Registration Statement Common Units of a Holder who has failed to timely furnish such information which, in the opinion of counsel to ETP, is reasonably required in order for the Shelf Registration Statement or any prospectus or prospectus supplement thereto, as applicable, to comply with the Securities Act.< br/>

Section 2 . 04 Cooperation by Holders . ETP shall have no obligation to include in the Shelf Registration Statement Common Units of a Holder who has failed to timely furnish such information which , in the opinion of counsel to ETP , is reasonably required in order for the Shelf Registration Statement or any prospectus or prospectus supplement thereto , as applicable , to comply with the Securities Act . & lt ; br / & gt ;


Energy Transfer Equity, L.P. 8111 Westchester Drive, Suite 600

Energy Transfer Equity , L . P . 8111 Westchester Drive , Suite 600


Section 3.08 Governing Law. This Agreement will be construed in accordance with and governed by the laws of the State of Delaware without regard to principles of conflicts of laws.

Section 3 . 08 Governing Law . This Agreement will be construed in accordance with and governed by the laws of the State of Delaware without regard to principles of conflicts of laws .


{W5670291.3} 2 1.3 Defined Terms Used in this Agreement. In addition to the terms defined above and throughout this Agreement, the following terms used in this Agreement shall be construed to have the meanings set forth or referenced below. (a) Affiliate means, with respect to a specified Person, any other Person, whether now in existence or hereafter created, directly or indirectly controlling, controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, control (including, with correlative meanings, controlling, controlled by and under common control with) means the power to direct or cause the direction of the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise. (b) Asset Purchase Agreement has the meaning set forth in the recitals to this Agreement. (c) Business Day means any day except Saturday, Sunday or any other day on which commercial banks located in the State of New York are authorized or required by Law to be closed for business. (d) Buyer has the meaning set forth in the recitals to this Agreement. (e) Closing has the meaning set forth in Section 1.2. (f) Commission means the United States Securities and Exchange Commission. (g) Common Units has the meaning set forth in the recitals to this Agreement. (h) Confidential Information means any confidential information provided to the Investor regarding the Parent and its Affiliates or any fact relating to discussions or negotiations with the Parent in connection with the Transaction Documents. (i) Credit Facility means that certain Credit Agreement dated December 9, 2014 among Sprague Operating Resources LLC, the several lenders parties thereto, and JPMorgan Chase Bank, N.A., as administrative agent, as amended, restated and/or supplemented from time to time. (j) Damages means any loss, damage, claim or liability (joint or several) to which a party hereto may become subject under the Securities Act, the Exchange Act, or other federal or state law, insofar as such loss, damage, claim or liability (or any action in respect thereof) arises out of or is based upon: (i) any untrue statement or alleged untrue statement of a material fact contained in any registration statement of the Parent, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto; (ii) an omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading; or (iii) any violation or

{ W5670291 . 3 } 2 1 . 3 Defined Terms Used in this Agreement . In addition to the terms defined above and throughout this Agreement , the following terms used in this Agreement shall be construed to have the meanings set forth or referenced below . ( a ) Affiliate means , with respect to a specified Person , any other Person , whether now in existence or hereafter created , directly or indirectly controlling , controlled by or under direct or indirect common control with such specified Person . For purposes of this definition , control ( including , with correlative meanings , controlling , controlled by and under common control with ) means the power to direct or cause the direction of the management and policies of such Person , directly or indirectly , whether through the ownership of voting securities , by contract or otherwise . ( b ) Asset Purchase Agreement has the meaning set forth in the recitals to this Agreement . ( c ) Business Day means any day except Saturday , Sunday or any other day on which commercial banks located in the State of New York are authorized or required by Law to be closed for business . ( d ) Buyer has the meaning set forth in the recitals to this Agreement . ( e ) Closing has the meaning set forth in Section 1 . 2 . ( f ) Commission means the United States Securities and Exchange Commission . ( g ) Common Units has the meaning set forth in the recitals to this Agreement . ( h ) Confidential Information means any confidential information provided to the Investor regarding the Parent and its Affiliates or any fact relating to discussions or negotiations with the Parent in connection with the Transaction Documents . ( i ) Credit Facility means that certain Credit Agreement dated December 9 , 2014 among Sprague Operating Resources LLC , the several lenders parties thereto , and JPMorgan Chase Bank , N . A . , as administrative agent , as amended , restated and / or supplemented from time to time . ( j ) Damages means any loss , damage , claim or liability ( joint or several ) to which a party hereto may become subject under the Securities Act , the Exchange Act , or other federal or state law , insofar as such loss , damage , claim or liability ( or any action in respect thereof ) arises out of or is based upon : ( i ) any untrue statement or alleged untrue statement of a material fact contained in any registration statement of the Parent , including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto ; ( ii ) an omission or alleged omission to state therein a material fact required to be stated therein , or necessary to make the statements therein not misleading ; or ( iii ) any violation or


{W5670291.3} 3 alleged violation by the indemnifying party (or any of its agents or Affiliates) of the Securities Act, the Exchange Act, any state securities law, or any rule or regulation promulgated under the Securities Act, the Exchange Act, or any state securities law. (k) Delaware LP Act means the Delaware Revised Uniform Limited Partnership Act. ( l) Exchange Act means the Securities Exchange Act of 1934 , as amended from time to time, and the rules and regulations of the Commission promulgated thereunder. (m) Excluded Registration means (i) a registration relating to the sale of securities to employees of the Parent or an Affiliate pursuant to an equity option, purchase, or similar plan; (ii) a registration relating to an SEC Rule 145 transaction; (iii) a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities; or (iv) a registration in which the only Common Units being registered are Common Units issuable upon conversion of debt securities that are also being registered. (n) GAAP has the meaning set forth in Section 2.8. (o) General Partner means Sprague Resources GP LLC, a Delaware limited liability company. (p) Governmental Authority means, with respect to a particular Person, any country, state, county, city and political subdivision in which such Person or such Persons Property is located or which exercises valid jurisdiction over any such Person or such Persons Property, and any court, agency, department, commission, board, bureau or instrumentality of any of them (including the Internal Revenue Service and any foreign, state or local tax authorities) and any monetary authority that exercises valid jurisdiction over any such Person or such Persons Property. (q) Investor has the meaning set forth in the introductory paragraph to this Agreement. (r) Knowledge, including the phrase to the knowledge of the Parent, or similar phrases, shall mean the actual knowledge of David Glendon and Gary Rinaldi. (s) Law means any applicable federal, state, local or foreign order, writ, injunction, judgment, settlement, award, decree, statute, law, rule, rule of common law or regulation promulgated by a Governmental Authority. (t) Lien means any interest in Property securing an obligation owed to, or a claim by, a Person other than the owner of the Property, whether such interest is based on the common law, statute or contract, and whether such obligation or claim is fixed or contingent, and including, the lien or security interest arising from a mortgage, encumbrance, pledge,

{ W5670291 . 3 } 3 alleged violation by the indemnifying party ( or any of its agents or Affiliates ) of the Securities Act , the Exchange Act , any state securities law , or any rule or regulation promulgated under the Securities Act , the Exchange Act , or any state securities law . ( k ) Delaware LP Act means the Delaware Revised Uniform Limited Partnership Act . ( l ) Exchange Act means the Securities Exchange Act of 1934 , as amended from time to time , and the rules and regulations of the Commission promulgated thereunder . ( m ) Excluded Registration means ( i ) a registration relating to the sale of securities to employees of the Parent or an Affiliate pursuant to an equity option , purchase , or similar plan ; ( ii ) a registration relating to an SEC Rule 145 transaction ; ( iii ) a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities ; or ( iv ) a registration in which the only Common Units being registered are Common Units issuable upon conversion of debt securities that are also being registered . ( n ) GAAP has the meaning set forth in Section 2 . 8 . ( o ) General Partner means Sprague Resources GP LLC , a Delaware limited liability company . ( p ) Governmental Authority means , with respect to a particular Person , any country , state , county , city and political subdivision in which such Person or such Persons Property is located or which exercises valid jurisdiction over any such Person or such Persons Property , and any court , agency , department , commission , board , bureau or instrumentality of any of them ( including the Internal Revenue Service and any foreign , state or local tax authorities ) and any monetary authority that exercises valid jurisdiction over any such Person or such Persons Property . ( q ) Investor has the meaning set forth in the introductory paragraph to this Agreement . ( r ) Knowledge , including the phrase to the knowledge of the Parent , or similar phrases , shall mean the actual knowledge of David Glendon and Gary Rinaldi . ( s ) Law means any applicable federal , state , local or foreign order , writ , injunction , judgment , settlement , award , decree , statute , law , rule , rule of common law or regulation promulgated by a Governmental Authority . ( t ) Lien means any interest in Property securing an obligation owed to , or a claim by , a Person other than the owner of the Property , whether such interest is based on the common law , statute or contract , and whether such obligation or claim is fixed or contingent , and including , the lien or security interest arising from a mortgage , encumbrance , pledge ,


{W5670291.3} 5 than 50% of the outstanding voting equity is directly or indirectly owned or controlled by such Person or one or more Subsidiaries of such Person. (ii) Transaction Documents means this Agreement and the Asset Purchase Agreement. (jj) Units has the meaning set forth in the recitals to this Agreement. 2\. Representations and Warranties of the Parent. The Parent hereby represents and warrants to the Investor that, except as set forth in the SEC Reports, which exceptions shall be deemed to be part of the representations and warranties made hereunder, the following representations are true and complete as of the date hereof and as of the date of the Closing, except as otherwise indicated. The Disclosure Schedule shall be arranged in sections corresponding to the numbered and lettered sections and subsections contained in this Section 2, and the disclosures in any section or subsection of the Disclosure Schedule shall qualify other sections and subsections in this Section 2 to the extent it is readily apparent from a reading of the disclosure that such disclosure is applicable to such other sections and subsections. 2.1 Organization and Qualification. The Parent and each of the Subsidiaries is an entity duly incorporated or otherwise organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, with the requisite power and authority to own and use its properties and assets and to carry on its business as currently conducted. Neither the Parent nor any Subsidiary is in violation or default of any of the provisions of its respective certificate or articles of incorporation, bylaws or other organizational or charter documents. Each of the Parent and the Subsidiaries is duly qualified to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, would not reasonably be expected to result in: (i) a material adverse effect on the legality, validity or enforceability of any Transaction Document, (ii) a material adverse effect on the results of operations, assets, business or financial condition of the Parent and the Subsidiaries, taken as a whole, or (iii) a material adverse effect on the Parents ability to perform in any material respect on a timely basis its obligations under any Transaction Document (any of (i), (ii) or (iii), a Material Adverse Effect). 2.2 Authorization; Enforcement. The Parent has the requisite limited partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder, as applicable. The execution and delivery of this Agreement and the other Transaction Documents by the Parent and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Parent and no further action is required by the Parent, the General Partner or the holders of the Parents Common Units in connection herewith or therewith other than in connection with the Required Approvals. This Agreement and each other Transaction Document to which it is a party has been (or upon delivery will have been) duly executed by the Parent and, when delivered in accordance with the terms hereof and thereof, will constitute the valid and binding obligation

{ W5670291 . 3 } 5 than 50 % of the outstanding voting equity is directly or indirectly owned or controlled by such Person or one or more Subsidiaries of such Person . ( ii ) Transaction Documents means this Agreement and the Asset Purchase Agreement . ( jj ) Units has the meaning set forth in the recitals to this Agreement . 2 \ . Representations and Warranties of the Parent . The Parent hereby represents and warrants to the Investor that , except as set forth in the SEC Reports , which exceptions shall be deemed to be part of the representations and warranties made hereunder , the following representations are true and complete as of the date hereof and as of the date of the Closing , except as otherwise indicated . The Disclosure Schedule shall be arranged in sections corresponding to the numbered and lettered sections and subsections contained in this Section 2 , and the disclosures in any section or subsection of the Disclosure Schedule shall qualify other sections and subsections in this Section 2 to the extent it is readily apparent from a reading of the disclosure that such disclosure is applicable to such other sections and subsections . 2 . 1 Organization and Qualification . The Parent and each of the Subsidiaries is an entity duly incorporated or otherwise organized , validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization , with the requisite power and authority to own and use its properties and assets and to carry on its business as currently conducted . Neither the Parent nor any Subsidiary is in violation or default of any of the provisions of its respective certificate or articles of incorporation , bylaws or other organizational or charter documents . Each of the Parent and the Subsidiaries is duly qualified to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary , except where the failure to be so qualified or in good standing , as the case may be , would not reasonably be expected to result in : ( i ) a material adverse effect on the legality , validity or enforceability of any Transaction Document , ( ii ) a material adverse effect on the results of operations , assets , business or financial condition of the Parent and the Subsidiaries , taken as a whole , or ( iii ) a material adverse effect on the Parents ability to perform in any material respect on a timely basis its obligations under any Transaction Document ( any of ( i ) , ( ii ) or ( iii ) , a Material Adverse Effect ) . 2 . 2 Authorization ; Enforcement . The Parent has the requisite limited partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder , as applicable . The execution and delivery of this Agreement and the other Transaction Documents by the Parent and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Parent and no further action is required by the Parent , the General Partner or the holders of the Parents Common Units in connection herewith or therewith other than in connection with the Required Approvals . This Agreement and each other Transaction Document to which it is a party has been ( or upon delivery will have been ) duly executed by the Parent and , when delivered in accordance with the terms hereof and thereof , will constitute the valid and binding obligation


{W5670291.3} 6 of the Parent enforceable against the Parent in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law or public policy. 2.3 No Conflicts. The execution, delivery and performance by the Parent of this Agreement, the issuance and sale of the Units and the consummation by it of the transactions contemplated hereby do not and will not (i) conflict with or violate any provision of the Parents or any Subsidiarys certificate or articles of incorporation, bylaws or other organizational or charter documents, or (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, result in the creation of any Lien upon any of the properties or assets of the Parent or any Subsidiary, or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument (evidencing a Parent or Subsidiary debt or otherwise) or other understanding to which the Parent or any Subsidiary is a party or by which any property or asset of the Parent or any Subsidiary is bound or affected and which is filed as an exhibit to the Parents Annual Report on Form 10-K for the year ended December 31, 2015 or Quarterly Reports on Form 10-Q for the quarters ended March 31, 2016, June 30 , 2016 or September 30, 2016 (a Material Agreement), or (iii) subject to the Required Approvals, conflict with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Parent or a Subsidiary is subject (including federal and state securities laws and regulations), or by which any property or asset of the Parent or a Subsidiary is bound or affected; except in the case of each of clauses (ii) and (iii), such as would not reasonably be expected to result in a Material Adverse Effect. 2.4 Filings, Consents and Approvals. The Parent is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority or other Person in connection with the execution, delivery and performance by the Parent of this Agreement, other than: (i) any approvals required by the Commission in connection with any registration statement filed in connection with the registration rights granted hereunder, (ii) any approvals required by the New York Stock Exchange with respect to the issuance and sale of the Units or the listing of the Units thereon, and (iii) the filing of Form D with the Commission (if the Parent elects to rely on Rule 506 of Regulation D under the Securities Act) and such filings as are required to be made under applicable state securities laws (collectively, the Required Approvals). 2.5 Issuance of the Units. The Units and the limited partner interests represented thereby will be, at the Closing, duly authorized by Parent in accordance with the Partnership Agreement and, when issued by the Parent and paid for in accordance with this Agreement, will be duly and validly issued, fully paid (to the extent required under the Partnership Agreement), non- assessable (except as such non-assessability may be affected by matters described in Sections 17-303, 17-607 and 17-804 of the Delaware LP Act), and will be

{ W5670291 . 3 } 6 of the Parent enforceable against the Parent in accordance with its terms , except ( i ) as limited by general equitable principles and applicable bankruptcy , insolvency , reorganization , moratorium and other laws of general application affecting enforcement of creditors rights generally , ( ii ) as limited by laws relating to the availability of specific performance , injunctive relief or other equitable remedies and ( iii ) insofar as indemnification and contribution provisions may be limited by applicable law or public policy . 2 . 3 No Conflicts . The execution , delivery and performance by the Parent of this Agreement , the issuance and sale of the Units and the consummation by it of the transactions contemplated hereby do not and will not ( i ) conflict with or violate any provision of the Parents or any Subsidiarys certificate or articles of incorporation , bylaws or other organizational or charter documents , or ( ii ) conflict with , or constitute a default ( or an event that with notice or lapse of time or both would become a default ) under , result in the creation of any Lien upon any of the properties or assets of the Parent or any Subsidiary , or give to others any rights of termination , amendment , acceleration or cancellation ( with or without notice , lapse of time or both ) of , any agreement , credit facility , debt or other instrument ( evidencing a Parent or Subsidiary debt or otherwise ) or other understanding to which the Parent or any Subsidiary is a party or by which any property or asset of the Parent or any Subsidiary is bound or affected and which is filed as an exhibit to the Parents Annual Report on Form 10-K for the year ended December 31 , 2015 or Quarterly Reports on Form 10-Q for the quarters ended March 31 , 2016 , June 30 , 2016 or September 30 , 2016 ( a Material Agreement ) , or ( iii ) subject to the Required Approvals , conflict with or result in a violation of any law , rule , regulation , order , judgment , injunction , decree or other restriction of any court or governmental authority to which the Parent or a Subsidiary is subject ( including federal and state securities laws and regulations ) , or by which any property or asset of the Parent or a Subsidiary is bound or affected ; except in the case of each of clauses ( ii ) and ( iii ) , such as would not reasonably be expected to result in a Material Adverse Effect . 2 . 4 Filings , Consents and Approvals . The Parent is not required to obtain any consent , waiver , authorization or order of , give any notice to , or make any filing or registration with , any court or other federal , state , local or other governmental authority or other Person in connection with the execution , delivery and performance by the Parent of this Agreement , other than : ( i ) any approvals required by the Commission in connection with any registration statement filed in connection with the registration rights granted hereunder , ( ii ) any approvals required by the New York Stock Exchange with respect to the issuance and sale of the Units or the listing of the Units thereon , and ( iii ) the filing of Form D with the Commission ( if the Parent elects to rely on Rule 506 of Regulation D under the Securities Act ) and such filings as are required to be made under applicable state securities laws ( collectively , the Required Approvals ) . 2 . 5 Issuance of the Units . The Units and the limited partner interests represented thereby will be , at the Closing , duly authorized by Parent in accordance with the Partnership Agreement and , when issued by the Parent and paid for in accordance with this Agreement , will be duly and validly issued , fully paid ( to the extent required under the Partnership Agreement ) , non - assessable ( except as such non-assessability may be affected by matters described in Sections 17-303 , 17-607 and 17-804 of the Delaware LP Act ) , and will be