1.5% Uses in Effect of Failures Clause

Effect of Failures from Registration Rights Agreement

This REGISTRATION RIGHTS AGREEMENT, dated as of August 8, 2016 (this Agreement) is entered into by and among CSI COMPRESSCO LP, a Delaware limited partnership (the Partnership), and each of the Persons set forth on Schedule A hereto (the Purchasers).

Effect of Failures. If (A) a Registration Statement required by Section 2.01(a) covering all Registrable Securities does not become or is not declared effective by the Target Effective Date, (B) on any date after the Target Effective Date sales of all of the Registrable Securities cannot be made (other than during an Allowable Grace Period) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, a failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or a failure to register a sufficient number of Common Units) or (C) at any time during the period commencing from the six (6) month anniversary of the Closing Date and ending at such time that all of the Registrable Securities, if a Registration Statement is not available for the resale of all of the Registrable Securities, may be sold without restriction or limitation pursuant to Rule 144 and without the requirement to be in compliance with Rule 144(c)(1), if the Partnership shall (i) fail for any reason to satisfy the requirements of Rule 144(c)(1), including, without limitation, the failure to satisfy the current public information requirements under Rule 144(c) or (ii) if the Partnership has ever been an issuer described in Rule 144(i)(1)(i) or becomes such an issuer in the future, and the Partnership shall fail to satisfy any condition set forth in Rule 144(i)(2) (collectively, the Obligation Failures), then each Holder shall be entitled to a payment (with respect to each of the Holders Registrable Securities), as sole monetary remedy for the damages to any Holder by reason of any such delay in or reduction of its ability to sell the Registrable Securities (which remedy shall not be exclusive of any other remedies available in equity, including, without limitation, specific performance), as liquidated damages and not as a penalty, (i) for each non-overlapping 30-day period for the first 60 days following the Target Effective Date, an amount equal to 0.25% per annum of the Liquidated Damages Multiplier, which shall accrue daily, and (ii) for each non-overlapping 30-day period beginning on the 61st day following the Target Effective Date, an amount equal to the amount set forth in clause (i) plus an additional 0.25% per annum of the Liquidated Damages Multiplier for each subsequent 60 days (i.e., 0.5% for 61-120 days, 0.75% for 121-180 days, and 1.0% thereafter), which shall accrue daily, up to a maximum amount equal to 1.0% of the Liquidated Damages Multiplier per non-overlapping 30 day period (the Liquidated Damages), until such time as such Obligation Failure has been cured in full, and any payment of Liquidated Damages shall be prorated for any period of less than 30 days in which the payment of Liquidated Damages ceases. The Liquidated Damages shall be payable within 10 Business Days after the end of each such 30 day period in immediately available funds to the account or accounts specified by the applicable Holders in writing. Any amount of Liquidated Damages shall be prorated for any period of less than 30 days accruing during any period for which a Holder is entitled to Liquidated Damages hereunder. In the event the Partnership fails to pay any Liquidated Damages in a timely manner, such Liquidated Damages shall bear interest at the rate of one and one-half percent (1.5%) per month (prorated for partial months) until paid in full. Notwithstanding the foregoing, if the Partnership certifies that it is unable to pay Liquidated Damages (including, without limitation, any accrued interest thereon) in cash because such payment would result in a breach under the Partnerships Compressco Credit Facility (as defined in the Purchase Agreement) as existing on the date hereof (without any amendment, change or modification thereof on or after the date hereof), then the Partnership may pay the Liquidated Damages in kind in the form of the issuance of additional PIK Units, which amount of Liquidated Damages (including, without limitation, any accrued interest thereon) due pursuant to this Section 2.01(b) shall increase the dollar amount underlying the Series A Preferred Units held by such Holder.

Effect of Failures from Registration Rights Agreement

This REGISTRATION RIGHTS AGREEMENT, dated as of August 8, 2016 (this Agreement) is entered into by and among CSI COMPRESSCO LP, a Delaware limited partnership (the Partnership), and each of the Persons set forth on Schedule A hereto (the Purchasers).

Effect of Failures. If (A) a Registration Statement required by Section 2.01(a) covering all Registrable Securities does not become or is not declared effective by the Target Effective Date, (B) on any date after the Target Effective Date sales of all of the Registrable Securities cannot be made (other than during an Allowable Grace Period) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, a failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or a failure to register a sufficient number of Common Units) or (C) at any time during the period commencing from the six (6) month anniversary of the Closing Date and ending at such time that all of the Registrable Securities, if a Registration Statement is not available for the resale of all of the Registrable Securities, may be sold without restriction or limitation pursuant to Rule 144 and without the requirement to be in compliance with Rule 144(c)(1), if the Partnership shall (i) fail for any reason to satisfy the requirements of Rule 144(c)(1), including, without limitation, the failure to satisfy the current public information requirements under Rule 144(c) or (ii) if the Partnership has ever been an issuer described in Rule 144(i)(1)(i) or becomes such an issuer in the future, and the Partnership shall fail to satisfy any condition set forth in Rule 144(i)(2) (collectively, the Obligation Failures), then each Holder shall be entitled to a payment (with respect to each of the Holders Registrable Securities), as sole monetary remedy for the damages to any Holder by reason of any such delay in or reduction of its ability to sell the Registrable Securities (which remedy shall not be exclusive of any other remedies available in equity, including, without limitation, specific performance), as liquidated damages and not as a penalty, (i) for each non-overlapping 30-day period for the first 60 days following the Target Effective Date, an amount equal to 0.25% per annum of the Liquidated Damages Multiplier, which shall accrue daily, and (ii) for each non-overlapping 30-day period beginning on the 61st day following the Target Effective Date, an amount equal to the amount set forth in clause (i) plus an additional 0.25% per annum of the Liquidated Damages Multiplier for each subsequent 60 days (i.e., 0.5% for 61-120 days, 0.75% for 121-180 days, and 1.0% thereafter), which shall accrue daily, up to a maximum amount equal to 1.0% of the Liquidated Damages Multiplier per non-overlapping 30 day period (the Liquidated Damages), until such time as such Obligation Failure has been cured in full, and any payment of Liquidated Damages shall be prorated for any period of less than 30 days in which the payment of Liquidated Damages ceases. The Liquidated Damages shall be payable within 10 Business Days after the end of each such 30 day period in immediately available funds to the account or accounts specified by the applicable Holders in writing. Any amount of Liquidated Damages shall be prorated for any period of less than 30 days accruing during any period for which a Holder is entitled to Liquidated Damages hereunder. In the event the Partnership fails to pay any Liquidated Damages in a timely manner, such Liquidated Damages shall bear interest at the rate of one and one-half percent (1.5%) per month (prorated for partial months) until paid in full. Notwithstanding the foregoing, if the Partnership certifies that it is unable to pay Liquidated Damages (including, without limitation, any accrued interest thereon) in cash because such payment would result in a breach under the Partnerships Compressco Credit Facility (as defined in the Purchase Agreement) as existing on the date hereof (without any amendment, change or modification thereof on or after the date hereof), then the Partnership may pay the Liquidated Damages in kind in the form of the issuance of additional PIK Units, which amount of Liquidated Damages (including, without limitation, any accrued interest thereon) due pursuant to this Section 2.01(b) shall increase the dollar amount underlying the Series A Preferred Units held by such Holder.