REGISTRATION RIGHTS AGREEMENT

This REGISTRATION RIGHTS AGREEMENT (this “ Agreement ”), is made as of November 17, 2015, by and between USD Partners LP, a Delaware limited partnership (the “ Partnership ”), and Cogent Energy Solutions, LLC, a Delaware limited liability company (“ Cogent ”).

WHEREAS, the Partnership owns all of the outstanding membership interests in USDP CC LLC, a Delaware limited liability company (“ Buyer ”);

WHEREAS, Cogent owns a portion of the outstanding membership interests in Casper Crude to Rail Holdings, LLC, a Delaware limited liability company (“ Seller ”); and

WHEREAS, in connection with acquisition (the “ Acquisition ”) by Buyer of all of the outstanding membership interests of Casper Crude to Rail, LLC, a Wyoming limited liability company, from Seller pursuant to the terms of that certain Membership Interest Purchase Agreement, dated as of October 12, 2015, by and between Buyer and Seller (the “ MIPA ”), the Partnership has agreed to provide the registration and other rights set forth in this Agreement for the benefit of Cogent.

NOW, THEREFORE, in consideration of the promises and of the mutual covenants and obligations hereinafter set forth, the parties hereto hereby agree as follows:

Section 1.     Definitions; Interpretation .

(a)     Definitions . As used herein, the following terms shall have the following respective meanings:

“ Acquisition ” has the meaning set forth in the Recitals.

“ Affiliate ” means, as to any Person, any other Person who directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such Person. As used in this definition, the term “control,” including the correlative terms “controlling,” “controlled by” and “under common control with,” means possession, directly or indirectly, of the power to direct or cause the direction of management or policies (whether through ownership of securities or any partnership or other ownership interest, by contract or otherwise) of a Person.

“ Agreement ” has the meaning set forth in the Preamble.

“ Board ” means the board of directors of the General Partner.

“ Business Day ” means a day that is not a Saturday, Sunday or day on which banking institutions in the city to which the notice or communication is to be sent are not required to be open.

“ Buyer ” has the meaning set forth in the Recitals.

“ Closing Date ” has the meaning given to such term in the MIPA.

“ Cogent ” has the meaning set forth in the Preamble.

“ Common Units ” means common units representing limited partner interests in the Partnership.

“ Director ” means a member of the Board.

“ End of Suspension Notice ” has the meaning set forth in Section 2(b)(i) .

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended, or any successor federal statute, and the rules and regulations of the SEC thereunder, all as the same shall be in effect at the time.

“ General Partner ” means USD Partners GP LLC, a Delaware limited liability company and the general partner of the Partnership, or any successor general partner of the Partnership.

“ Holder ” means any holder of Registrable Securities who is a party to this Agreement.

“ Holder Indemnified Party ” has the meaning set forth in Section 4(a) .

“ Indemnified Party ” has the meaning set forth in Section 4(c) .

“ Indemnifying Party ” has the meaning set forth in Section 4(c) .

“ Initial Registration Statement ” has the meaning set forth in Section 2(a) .

“ Losses ” has the meaning set forth in Section 4(a) .

“ MIPA ” has the meaning set forth in the Recitals.

“ Partnership ” has the meaning set forth in the Preamble.

“ Person ” means any natural person, corporation, partnership, limited liability company, firm, association, trust, government, governmental agency or other entity, whether acting in an individual, fiduciary or other capacity.

“ Registrable Securities ” means the aggregate number of Common Units acquired by Cogent in connection with the completion of the Acquisition; provided that any Registrable Security will cease to be a Registrable Security when (a) a Registration Statement covering such Registrable Security has been declared effective by the SEC and such Registrable Security has been disposed of pursuant to such effective Registration Statement, (b) it is sold under circumstances in which all of the applicable conditions of Rule 144 (or any similar provisions then in force) under the Securities Act are met or it is eligible for sale under such Rule 144 without any restriction or (c) it shall have been otherwise transferred and a new certificate for it not bearing a legend restricting further transfer under the Securities Act shall have been delivered by the Partnership; provided , further , that any security that has ceased to be a Registrable Security shall not thereafter become a Registrable Security and any security that is issued or distributed in respect of securities that have ceased to be Registrable Securities is not a Registrable Security.

“ Registration Expenses ” means all expenses incurred by the Partnership in complying with Section 2 , including, without limitation, all registration and filing fees, printing expenses, road show expenses, fees and disbursements of counsel and independent public accountants for the Partnership, fees and expenses (including counsel fees) incurred in connection with complying with state securities or “blue sky” laws, fees of the Financial Industry Regulatory Authority, Inc., transfer taxes, fees of transfer agents and registrars, and the reasonable fees and disbursements of one counsel for the selling holders of Registrable Securities, but excluding any underwriting discounts and selling commissions only to the extent applicable on a per share basis to Registrable Securities of the selling holders.

“ Registration Statement ” has the meaning set forth in Section 2(a) .

“ SEC ” means the Securities and Exchange Commission or any successor governmental agency.

“ Securities Act ” means the Securities Act of 1933, as amended, or any successor federal statute, and the rules and regulations of the SEC thereunder, all as the same shall be in effect at the time.

“ Seller ” has the meaning set forth in the Recitals.

“ Subsidiary ” means, with respect to any Person, any corporation, limited liability company, partnership, joint venture or other legal entity of which such Person (either above or through or together with any other Subsidiary) owns, directly or indirectly, more than 50% of the stock or other equity interests the holders of which are generally entitled to vote for the election of the board of directors or other governing body of such corporation or other legal entity.

“ Suspension Event ” has the meaning set forth in Section 2(b)(i) .

“ Suspension Notice ” has the meaning set forth in Section 2(b)(i) .

“ Transaction Documents ” means this Agreement and the MIPA, including all schedules and exhibits thereto (including, for the avoidance of doubt, any agreements the forms of which are exhibits to the MIPA).

Any capitalized term used in any Section of this Agreement that is not defined in this Section 1 shall have the meaning ascribed to it in such other Section.

(b)     Rules of Construction . For all purposes of this Agreement, unless otherwise expressly provided:

(i)    “own,” “ownership,” “held” and “holding” refer to ownership or holding as record holder or record owner;

(ii)    the headings and captions of this Agreement are for convenience of reference only and shall not define, limit or otherwise affect any of the terms hereof; and

whenever the context requires, the gender of all words used herein shall include the masculine, feminine and neuter, and the number of all words shall include the singular and plural.

Section 2.     Registration Rights .

(a)     Registration Statement . Following the Closing Date, at a time determined by the Partnership in its reasonable discretion, the Partnership shall prepare and file a registration statement under the Securities Act to permit the public resale of all of the Registrable Securities then outstanding (an “ Initial Registration Statement ”) and shall use commercially reasonable efforts to cause such Initial Registration Statement to become effective on the 365th day following the Closing Date or as soon as reasonably practicable thereafter. The Initial Registration Statement filed pursuant to this Section 2(a) shall be on such appropriate registration form or forms of the SEC as shall be selected by the Partnership; provided , that, if the Initial Registration Statement is on Form S-1, as soon as reasonably practicable after the Partnership becomes eligible to file a registration statement on Form S-3, then the Partnership shall post-effectively amend the Initial Registration Statement on Form S-1 to convert such Initial Registration Statement to a Form S-3 or, if a registration statement on Form S-1 has not been filed, then file a registration statement on Form S-3 as soon as reasonably practicable to permit the public resale of all of the Registrable Securities then outstanding (such

Initial Registration Statement as so amended or such registration statement on Form S-3 as so filed, the “ Registration Statement ”). The Partnership shall use its commercially reasonable efforts to cause the Registration Statement filed pursuant to this Section 2(a) to be effective, supplemented and amended to the extent necessary to ensure that it is available for the resale of all Registrable Securities until all Registrable Securities covered by such Registration Statement have ceased to be Registrable Securities. The Registration Statement when effective (including the documents incorporated therein by reference, if any) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any prospectus contained in such Registration Statement or documents incorporated therein by reference, in the light of the circumstances under which a statement is made). As soon as practicable following the date that the Registration Statement becomes effective, but in any event within two (2) Business Days of such date, the Partnership shall provide the holders of Registrable Securities with written notice of the effectiveness of the Registration Statement.

(b)    Registration Obligations and Procedures.

(i)    If, after filing the Registration Statement as set forth in Section 2(a) , the Board determines that the offering under such Registration Statement would materially and adversely affect a pending or proposed transaction by the Partnership, then the Partnership shall have the right to suspend the use of a Registration Statement for a period of not more than forty-five (45) days in succession. The Partnership shall not be permitted to provide such notice more than twice in any three hundred sixty (360) day period. In the case of an event that causes the Partnership to suspend the use of a Registration Statement (a “ Suspension Event ”), the Partnership shall give a notice to the Holders (a “ Suspension Notice ”) to suspend sales of the Registrable Securities and such notice shall state generally the basis for the notice and that such suspension shall continue only for so long as the Suspension Event or its effect is continuing. The Holders shall not effect any sales of the Registrable Securities pursuant to such Registration Statement at any time after it has received a Suspension Notice and prior to receipt of an End of Suspension Notice (as defined below). The Holders may recommence effecting sales of the Registrable Securities pursuant to the Registration Statement following further written notice to such effect (an “ End of Suspension Notice ”) from the Partnership, which End of Suspension Notice shall be given by the Partnership to the Holders promptly following the conclusion of any Suspension Event or its effect.

(ii)    In connection with the Partnership’s registration obligations under Section 2(a) , the Partnership shall use its commercially reasonable efforts to effect such registration to permit the offer and transfer of such Registrable Securities as expeditiously as reasonably practicable, and in connection therewith, the Partnership shall:

prepare and file the required Registration Statement, including all exhibits and financial statements required under the Securities Act to be filed therewith, and before filing with the SEC a Registration Statement or prospectus, or any amendments or supplements thereto, furnish to the Holders copies of all documents prepared to be filed;

promptly notify the Holders and provide copies of the relevant documents, as soon as reasonably practicable after notice thereof is received by the Partnership (A) when the applicable Registration Statement or any amendment thereto has been filed or becomes effective, and the applicable prospectus or any amendment or supplement to such prospectus has been filed, (B) of any comments (written or oral) by the SEC or any request (written or oral) by the SEC or any other governmental authority for amendments or supplements to such Registration Statement, such prospectus, or for any additional information, (C) of the issuance by the SEC of any stop order suspending the effectiveness of such Registration Statement, any order preventing or suspending the use of any preliminary or final prospectus, or the initiation or threatening of any proceedings for such purposes and (D) of the receipt by the Partnership of any notification with respect to the suspension of the qualification of the Registrable Securities for offering or transfer in any jurisdiction or the initiation or threatening of any proceeding for such purpose;

(1) promptly notify the Holders when the Partnership becomes aware of the occurrence of any event as a result of which the applicable Registration Statement or the prospectus included in such Registration Statement (as then in effect) contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein (in the case of such prospectus and any preliminary prospectus, in light of the circumstances under which they were made) not misleading, or if for any other reason it shall be necessary during such time period to amend or supplement such Registration Statement or prospectus in order to comply with the Securities Act, and (2) in either case, as quickly as possible thereafter using all commercially reasonable efforts, prepare and file with the SEC, and furnish without charge to the Holders, an amendment or supplement to such Registration Statement or prospectus that will correct such statement or omission or effect such compliance;

use its commercially reasonable efforts to prevent or obtain the withdrawal of any stop order or other order suspending the use of any preliminary or final prospectus;

promptly (A) incorporate in a prospectus supplement or post- effective amendment such information as the Holders agree should be included therein relating to the plan of distribution with respect to such Registrable Securities and (B) make all required filings of such prospectus supplement or post-effective amendment as soon as reasonably practicable after being notified of the matters to be incorporated in such prospectus supplement or post-effective amendment;

furnish to the Holders, without charge, as many conformed copies as the Holders may reasonably request of the applicable Registration Statement and any amendment or post-effective amendment thereto, including financial statements and schedules, all documents incorporated therein by reference and all exhibits (including those incorporated by reference);

deliver to the Holders, without charge, as many copies of the applicable prospectus (including each preliminary prospectus) and any amendment or supplement thereto as the Holders may reasonably request (it being understood that the Partnership consents to the use of such prospectus or any amendment or

supplement thereto by the Holders in connection with the offering and transfer of the Registrable Securities covered by such prospectus or any amendment or supplement thereto) and such other documents as the Holders may reasonably request in order to facilitate the transfer of the Registrable Securities by the Holders;

in connection with any transfer of Registrable Securities that will result in such securities no longer being Registrable Securities, cooperate with the Holders to (A) facilitate the timely preparation and delivery of certificates representing Registrable Securities to be transferred and not bearing any restrictive Securities Act legends and (B) register such Registrable Securities in such denominations and such names as the Investors may request at least two (2) Business Days prior to such transfer of Registrable Securities; provided that the Partnership may satisfy its obligations hereunder without issuing physical stock certificates through the use of the Depository Trust Company’s Direct Registration System;

cooperate and assist in any filings required to be made with the Financial Industry Regulatory Authority and each securities exchange, if any, on which any of the Partnership’s securities are then listed or quoted and on each inter-dealer quotation system on which any of the Partnership’s securities are then quoted;

provide and cause to be maintained a transfer agent and registrar for all Registrable Securities covered by the applicable Registration Statement from and after a date not later than the effective date of such Registration Statement;

cause all Registrable Securities covered by the applicable Registration Statement to be listed on each securities exchange on which any of the Partnership’s securities are then listed or quoted and on each inter-dealer quotation system on which any of the Partnership’s securities are then quoted; and

comply with all requirements of the Securities Act, Exchange Act and other applicable laws, rules and regulations, as well as all applicable stock exchange rules.

(d)    The Partnership shall pay all Registration Expenses in connection with a Registration Statement, whether or not any such registration becomes effective.

Section 3.     Cooperation by Holders . The Partnership shall have no obligation to include in a registration statement pursuant to Section 2 , Registrable Securities of a Holder if such Holder fails to timely furnish such information that, in the opinion of counsel to the Partnership, is reasonably required in order for a registration statement or prospectus supplement, as applicable, to comply with the Securities Act.

Section 4.     Indemnification and Contribution .

(a)    The Partnership agrees to indemnify and hold harmless, to the fullest extent permitted by law, each selling Holder and any of its officers, directors, employees, controlling persons, fiduciaries, members, representatives and each other Person (if any) that controls such Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an “ Holder Indemnified Party ”) from and against any and all losses, claims, damages, liabilities, costs and expenses (including attorneys’ fees) (“ Losses ”) caused by, arising out of, resulting from or related to (i) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or prospectus relating to the Registrable Securities (as

amended or supplemented if the Partnership shall have furnished any amendments or supplements thereto) or any preliminary prospectus, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; provided , however, that such indemnity shall not apply to that portion of such Losses caused by, or arising out of, any untrue statement, or alleged untrue statement or any such omission or alleged omission, to the extent such statement or omission was made in reliance upon and in conformity with information furnished in writing to the Partnership by or on behalf of such Holder Indemnified Party expressly for use therein, and (ii) any violation by the Partnership of any federal, state or common law rule, regulation or law applicable to the Partnership and relating to action required of or inaction by the Partnership in connection with any registration or offering of securities. Notwithstanding the preceding sentence, the Partnership shall not be liable in any such case to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission (x) made in any preliminary prospectus if (A) a Holder failed to deliver or cause to be delivered a copy of the prospectus to the Person asserting such Loss after the Partnership had furnished such Holder with a sufficient number of copies of the same and (B) the prospectus completely corrected in a timely manner such untrue statement or omission, or (y) in the prospectus, if such untrue statement or alleged untrue statement or omission or alleged omission is completely corrected in an amendment or supplement to the prospectus and such Holder thereafter fails to deliver such prospectus as so amended or supplemented prior to or concurrently with the sale of the securities to the Person asserting such Loss after the Partnership had furnished such Holder with a sufficient number of copies of the same. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Holder Indemnified Party or representative of such Holder Indemnified Party and shall survive the transfer of securities by Holder.

(b)    Each selling Holder, severally and not jointly, agrees to indemnify and hold harmless the Partnership, its officers, Directors, employees, controlling persons, fiduciaries, general or limited partners, representatives and each other Person (if any) that controls the Partnership within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any and all Losses caused by, arising out of, resulting from or related to any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or prospectus relating to Registrable Securities (as amended or supplemented if the Partnership shall have furnished any amendments or supplements thereto) or any preliminary prospectus, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, only to the extent such statement or omission (i) was made in reliance upon and in conformity with information furnished in writing by or on behalf of such Holder expressly for use in any Registration Statement or prospectus relating to the Registrable Securities, or any amendment or supplement thereto, or any preliminary prospectus and (ii) has not been corrected in a subsequent writing prior to or concurrently with the sale of the securities to the Person asserting such Loss.

(c)    In case any proceeding (including any governmental investigation) shall be instituted involving any Person in respect of which indemnity may be sought pursuant to Section 4(a) or Section 4(b) , such Person (the “ Indemnified Party ”) shall promptly notify the Person against whom such indemnity may be sought (the “ Indemnifying Party ”) in writing (provided that the failure of the Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 4 , except to the extent the Indemnifying Party is actually prejudiced by such failure to give notice), and the Indemnifying Party shall be entitled to participate in such proceeding and, unless in the reasonable opinion of outside counsel to the Indemnified Party a conflict of interest between the Indemnified Party and Indemnifying Party may exist in respect of

such claim, to assume the defense thereof jointly with any other Indemnifying Party similarly notified, to the extent that it chooses, with counsel reasonably satisfactory to such Indemnified Party, and after notice from the Indemnifying Party to such Indemnified Party that it so chooses, the Indemnifying Party shall not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that (i) if the Indemnifying Party fails to take reasonable steps necessary to defend diligently the action or proceeding within twenty (20) days after receiving notice from such Indemnified Party that the Indemnified Party believes it has failed to do so, (ii) if such Indemnified Party who is a defendant in any action or proceeding which is also brought against the Indemnifying Party reasonably shall have concluded that there may be one or more legal defenses available to such Indemnified Party which are not available to the Indemnifying Party or (iii) if representation of both parties by the same counsel is otherwise inappropriate under applicable standards of professional conduct then, in any such case, the Indemnified Party shall have the right to assume or continue its own defense as set forth above (but with no more than one firm of counsel for all Indemnified Parties in each jurisdiction, except to the extent any Indemnified Party or Parties reasonably shall have concluded that there may be legal defenses available to such party or parties which are not available to the other Indemnified Parties or to the extent representation of all Indemnified Parties by the same counsel is otherwise inappropriate under applicable standards of professional conduct) and the Indemnifying Party shall be liable for any expenses therefor. No Indemnifying Party shall, without the written consent of the Indemnified Party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the Indemnified Party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (A) includes an unconditional release of the Indemnified Party from all liability arising out of such action or claim and (B) does not include a statement as to, or an admission of, fault, culpability or a failure to act, by or on behalf of any Indemnified Party.

(d)    If the indemnification provided for in this Section 4 is unavailable to an Indemnified Party in respect of any Losses in respect of which indemnity is to be provided hereunder, then each Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall to the fullest extent permitted by law contribute to the amount paid or payable by such Indemnified Party as a result of such Losses in such proportion as is appropriate to reflect the relative fault of such party in connection with the statements or omissions that resulted in such Losses, as well as any other relevant equitable considerations. The relative fault of the Partnership (on the one hand) and the selling Holder (on the other hand) shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by such party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

(e)    The Partnership and each Holder agree that it would not be just and equitable if contribution pursuant to this Section 4 were determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to in Section 4(d) . The amount paid or payable by an Indemnified Party as a result of the Losses referred to in Section 4(d) shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any such action or claim. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.

Section 5.     Rule 144 .

The Partnership covenants that so long as the Common Units are registered pursuant to Section 12(b), Section 12(g) or Section 15(d) of the Exchange Act, it will used its commercially reasonable efforts to file any and all reports required to be filed by it under the Securities Act and the Exchange Act (or, if the Partnership is not required to file such reports, to make publicly available such necessary information for so long as necessary to permit sales pursuant to Rule 144, Rule 144A or Regulation S under the Securities Act) and that it will take such further action as any Holder may reasonably request, all to the extent required from time to time to enable any Holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144, Rule 144A or Regulation S under the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC. Upon the written request of any Holder, the Partnership will deliver to the Holders a written statement as to whether it has complied with such requirements.

Section 6.     Severability .

If any provision of this Agreement shall be determined to be illegal and unenforceable by any court of law, the remaining provisions shall be severable and enforceable in accordance with their terms.

Section 7.     Governing Law; Jurisdiction .

(a)    This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to its choice or conflict of law provisions or rules.

(b)    The parties to this Agreement agree that jurisdiction and venue in any action brought by any party hereto pursuant to this Agreement shall exclusively and properly lie in the Chancery Court of the State of Delaware or, if such court shall not have jurisdiction, the federal courts of the United States of America located in the State of Delaware. By execution and delivery of this Agreement each party hereto irrevocably submits to the jurisdiction of such courts for himself and in respect of his property with respect to such action. The parties hereto irrevocably agree that venue for such action would be proper in such court and hereby waive any objection that such court is an improper or inconvenient forum for the resolution of such action. The parties further agree that the mailing by certified or registered mail, return receipt requested, of any process required by any such court shall constitute valid and lawful service of process against them, without necessity for service by any other means provided by statute or rule of court.

Section 8.     JURY TRIAL .

BECAUSE DISPUTES ARISING IN CONNECTION WITH COMPLEX FINANCIAL TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY RESOLVED BY AN EXPERIENCED AND EXPERT PERSON AND THE PARTIES WISH APPLICABLE STATE AND FEDERAL LAWS TO APPLY (RATHER THAN ARBITRATION RULES), THE PARTIES DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM AND/OR ARBITRATION, THE PARTIES HERETO WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING BROUGHT TO ENFORCE OR DEFEND ANY RIGHT OR REMEDIES UNDER THIS AGREEMENT OR ANY DOCUMENTS ENTERED INTO IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREIN.

Section 9.     Transfer or Assignment; Benefits of Agreement .

This Agreement shall be binding upon and inure to the benefit of the Partnership, Cogent and their respective successors and assigns. The rights to cause the Partnership to register Registrable Securities granted to Cogent by the Partnership under Section 2 and all other rights of Cogent hereunder may be transferred or assigned by Cogent, or a Holder, to one or more transferee(s) or assignee(s) of such Registrable Securities; provided , however , that (a) such transferee or assignee is an Affiliate of Cogent or such Holder, (b) the Partnership is given written notice prior to any said transfer or assignment, stating the name and address of each such transferee or assignee and identifying the Registrable Securities with respect to which such registration rights are being transferred or assigned, and (c) each such transferee or assignee agrees to be bound by this Agreement. Except as otherwise expressly provided herein, no Person that is not a party to this Agreement, as a third-party beneficiary or otherwise, shall be entitled to enforce any rights or remedies under this Agreement.

Section 10.     Notices .

All notices or other communications which are required or permitted hereunder shall be in writing and shall be deemed to have been given if personally delivered or sent by telecopier, sent by nationally recognized overnight courier, sent by e-mail (so long as a receipt of such e-mail is requested or delivered) or sent by registered or certified mail, postage prepaid, return receipt requested, addressed as follows:

(i)    If to the Partnership, to:

USD Partners LP
811 Main Street, Suite 2800
Houston, Texas 77002
Attn: General Counsel
E-mail: kbenson@usdg.com

with copies (which shall not constitute notice) to:

Latham & Watkins LLP
811 Main Street, Suite 3700
Houston, Texas 77002
Attn: Sean T. Wheeler
E-mail: sean.wheeler@lw.com

(ii)    If to Cogent, to:

Cogent Energy Solutions, LLC
3100 Timmons, Suite 210
Houston, Texas 77027
Attn: Randall D. Balhorn and Steve Magness
Email: rbalhorn@cogentenergysolutions.com;
smagness@cogentenergysolutions.com

with copies (which shall not constitute notice) to:

Locke Lord LLP
600 Travis, Suite 2800
Houston, Texas 77079
Attn: Kevin N. Pater
E-mail: kpeter@lockelord.com

Section 11.     Modification; Waiver .

This Agreement may be amended, modified or supplemented only by a written instrument duly executed by the Partnership, on the one hand, and Investors holding a majority of the Preferred Shares that are not held by the Partnership or its Affiliates, on the other hand. No course of dealing between the Partnership or its Subsidiaries and Investors or any delay in exercising any rights hereunder will operate as a waiver of any rights of any party to this Agreement. The failure of any party to enforce any of the provisions of this Agreement will in no way be construed as a waiver of such provisions and will not affect the right of such party thereafter to enforce each and every provision of this Agreement in accordance with its terms.

Section 12.     Entire Agreement .

Except as otherwise expressly provided herein, this Agreement and the other Transaction Documents constitute the entire agreement among the parties pertaining to the subject matter hereof and supersede all prior and contemporaneous agreements and understandings of the parties in connection therewith, from and after the completion of the IPO. Unless otherwise provided herein, any consent required by either party may be withheld by such party in its sole discretion.

Section 13.     Specific Performance .

Each party to this Agreement acknowledges that a remedy at law for any breach or attempted breach of this Agreement will be inadequate, agrees that each other party to this Agreement shall be entitled to specific performance and injunctive and other equitable relief in case of any such breach or attempted breach, and further agrees to waive (to the extent legally permissible) any legal conditions required to be met for the obtaining of any such injunctive or other equitable relief (including posting any bond in order to obtain equitable relief).

Section 14.     Counterparts .

This Agreement may be executed in any number of counterparts, and each such counterpart shall be deemed to be an original instrument, but all such counterparts taken together shall constitute but one agreement.

Section 15.     Further Assurances .

Each party hereto shall do and perform or cause to be done and performed all such further acts and things and shall execute and deliver all such other agreements, certificates, instruments and other documents as any other party hereto reasonably may request in order to carry out the provisions of this Agreement and the consummation of the transactions contemplated hereby.

[ Signature Page to Follow ]

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

USD PARTNERS LP
By:    USD Partners GP LLC,
    its general partner

By:      /s/ Adam Altsuler        
    Name: Adam Altsuler
    Title: Vice President and Chief Financial Officer

COGENT ENERGY SOLUTIONS, LLC

By:      /s/ Randall D. Balhorn        
    Name: Randall D. Balhorn    

Title: Manager

AGREEMENT

This AGREEMENT (this “ Agreement ”) is made and entered into as of November 17, 2015, by and among Cogent Energy Solutions, LLC, a Delaware limited liability company (“ Cogent ”), Randy Balhorn (“ Balhorn ”), Steve Magness (“ Magness ” and, together with Cogent and Balhorn, the “ Cogent Group Members ”), USD Group, LLC, a Delaware limited liability company (solely with respect to Section 2) (“ USD Group ”), and USDP CCR LLC, a Delaware limited liability company (“ Buyer ”). Cogent, Balhorn, Magness and Buyer are sometimes referred to in this Agreement together as the “ Parties ” and individually as a “ Party .” Capitalized terms used in this Agreement but not defined herein shall have the respective meanings given to such terms in the MIPA (as defined below).

RECITALS

WHEREAS, Balhorn and Magness collectively own 100% of the membership interests of Cogent (the “ Cogent Interests ”);

WHEREAS, Cogent owns 50% of the common units in Casper Crude to Rail Holdings, LLC, a Delaware limited liability company (“ Seller ”);

WHEREAS, Seller owns 100% of the membership interests (the “ Company Interests ”) of Casper Crude to Rail, LLC, a Wyoming limited liability company (the “ Company ”);

WHEREAS, Seller desires to sell to Buyer, and Buyer desires to purchase from Seller, the Company Interests (the “ Transaction ”), on the terms and subject to the conditions set forth in that certain Membership Interest Purchase Agreement, dated as of October 12, 2015, between Seller and Buyer, (the “ MIPA ”); and

WHEREAS, Seller intends to distribute the consideration received from the Transaction to its members, which shall include the distribution of the right to receive newly issued common units (the “ MLP Common Units ”) representing limited partner interests in USD Partners LP, a Delaware limited partnership (“ USDP ”), to Cogent, in accordance with the MIPA and the Limited Liability Company Agreement (the “ LLC Agreement ”) of Seller, dated September 6, 2013, by and among Stonepeak Casper Terminal Holdings LLC, Cogent and CTRAN, LLC.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing recitals and the covenants, promises and representations set forth in this Agreement, in connection with the Transaction and the other transactions contemplated by the MIPA, and for other good and valuable consideration, the Parties agree as follows:

1. Representations and Warranties of Cogent Group Members . Cogent hereby represents and warrants to Buyer with respect to Sections 1(a), (b), (c), (d) and (f) below, and Balhorn and Magness hereby represent and warrant to Buyer, jointly and severally, with respect to Section 1(e) below, as of the date hereof that:

(a) Organization; Good Standing . Cogent is a limited liability company duly organized, validly existing and in good standing under the Laws of the State of Delaware.

(b) Authority . Cogent has all necessary limited liability company power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution, delivery and performance

by Cogent of this Agreement, and the performance by Cogent of its obligations hereunder, have been duly and validly authorized by all necessary limited liability company action. This Agreement has been duly and validly executed and delivered by each Cogent Group Member and (assuming due authorization, execution and delivery by Buyer) constitutes the legal, valid and binding obligation of such Cogent Group Member enforceable against such Cogent Group Member in accordance with its terms and conditions, except that the enforcement hereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, arrangement or other similar Laws relating to or affecting the rights of creditors generally, or by general equitable principles.

(c) Ownership of the Company Interests . Seller has good, valid and marketable title to the Company Interests and owns beneficially and of record the Company Interests, free and clear of all Liens other than those under state or federal securities Laws or the Company’s Charter Documents. Seller is not party to (i) any option, warrant, purchase right or other Contract (other than the MIPA) that could require either Seller or, after the Closing, Buyer or any of their respective Affiliates, to sell, transfer or otherwise dispose of any Company Interests or (ii) any voting trust, proxy or other Contract with respect to the voting or transfer (other than the MIPA) of any Company Interests.

(d) Ownership of the Seller Interests . Cogent has good, valid and marketable title to 50% of the Common Units (as defined in the LLC Agreement) in Seller (the “ Seller Interests ”) and owns beneficially and of record the Seller Interests, free and clear of all Liens other than those under state or federal securities Laws or Seller’s Charter Documents. Cogent is not party to (i) any option, warrant, purchase right or other Contract that could require Cogent to sell, transfer or otherwise dispose of any Seller Interests or (ii) any voting trust, proxy or other Contract with respect to the voting or transfer of any Seller Interests.

(e) Ownership of the Cogent Interests . Balhorn and Magness have good, valid and marketable title to the Cogent Interests and own beneficially and of record the Cogent Interests, free and clear of all Liens other than those under state or federal securities Laws or Cogent’s Charter Documents. No Cogent Group Member is party to (i) any option, warrant, purchase right or other Contract (other than the MIPA) that could require a Cogent Group Member, Seller or, after the Closing, Buyer or any of their respective Affiliates, to sell, transfer or otherwise dispose of any Cogent Interests or (ii) any voting trust, proxy or other Contract with respect to the voting or transfer (other than the MIPA) of any Cogent Interests.

(f) Acquisition as Investment . Cogent is acquiring the MLP Common Units for its own account as an investment without the present intent to sell, transfer or otherwise distribute the same to any other Person in violation of any state or federal securities laws (other than Cogent’s anticipated pro-rata distribution of MLP Common Units to Balhorn and Magness in compliance with applicable state and federal securities laws). Cogent has made, independently and without reliance on Buyer, except for representations and warranties of Buyer set forth in the MIPA and for any information contained in registration statements, prospectuses, reports, schedules, form statements and other documents (including but not limited to financial statements, exhibits and all other information incorporated by reference) filed by Buyer or its Affiliates with the United States Securities and Exchange Commission, its own analysis of the MLP Common Units, USDP and its Assets for the purpose of acquiring the MLP Common Units, and Cogent has had reasonable and sufficient access to documents, other information and materials as it considers appropriate to make its evaluations. Cogent acknowledges that the MLP Common Units are not registered pursuant to the Securities

Act of 1933 (the “ Securities Act ”) and that none of the MLP Common Units may be transferred, except pursuant to an effective registration statement or an applicable exemption from registration under the Securities Act. Cogent is an “accredited investor” as defined under Rule 501 promulgated under the Securities Act.

2. Confidentiality Agreement .

(a)      From and after the date hereof, the obligations and covenants of Cogent arising pursuant to that certain Confidentiality Agreement, dated March 31, 2015, by and between Cogent and USD Group (the “ Cogent Confidentiality Agreement ”) shall terminate, though USD Group shall continue to be bound by the Cogent Confidentiality Agreement, in accordance with its terms. Buyer, USD Group and Cogent acknowledge and agree that Cogent shall have no obligations with respect to any confidential information of Buyer or the Company or related to the transactions contemplated by the Purchase Agreement, except as set forth in this Agreement.

(b)      Notwithstanding the foregoing, from and after the Closing Date for a period of two years, each Cogent Group Member shall hold, and shall use its commercially reasonable efforts to cause its or their respective Representatives to hold, in confidence any and all information, whether written or oral, (i) concerning the Company, (ii) provided by Buyer to such Cogent Group Member in connection with the evaluation, negotiation and closing of the transactions contemplated by the MIPA, or (iii) concerning the terms of the MIPA (collectively, “ Confidential Information ”), except to the extent that such Cogent Group Member can show that such information (i) is generally available to and known by the public other than as a result of a violation of this Agreement by such Cogent Group Member or their respective Representatives, (ii) is lawfully acquired by such Cogent Group Member or their respective Representatives from and after the date hereof from sources which are not known to such Cogent Group Member to be prohibited from disclosing such information by a legal, contractual or fiduciary obligation or (iii) is independently developed by such Cogent Group Member or their respective Representatives without use of the Confidential Information. If a Cogent Group Member or any of their respective Representatives are compelled to disclose any Confidential Information by judicial or administrative process or by other requirements of Law, such disclosure shall not be a breach of this Agreement, so long as such Cogent Group Member promptly notifies Buyer in writing (if legally permissible) and discloses only that portion of such Confidential Information which such Cogent Group Member is advised by its counsel is legally required to be disclosed; provided , however , that such Cogent Group Member shall use commercially reasonable efforts to cooperate with Buyer, at the sole cost and expense of Buyer, so that Buyer may obtain an appropriate protective order or other reasonable assurance that confidential treatment will be accorded such Confidential Information.

3. Non-Competition; Non-Solicitation .

(c)      Non-Competition . From the Closing Date until the third anniversary thereof, no Cogent Group Member shall, directly or indirectly, own, manage, operate, control, consult, become employed by or participate in any manner in the ownership, management, operation or control of, or consulting to, any business, whether in corporate, proprietorship or partnership form or otherwise, engaged in any aspect of a Competitive Business within the Restricted Territory, other than for the benefit of Buyer and/or its Affiliates, except that the Cogent Group Members and their respective Affiliates shall not be restricted from owning

MLP Common Units or from acquiring, directly or indirectly, less than 1% of the outstanding capital stock of any publicly traded company (other than USDP) that is engaged in a Competitive Business.

(d)      Non-Interference with Customers and Suppliers . From the Closing Date until the third anniversary thereof, no Cogent Group Member shall cause, induce or encourage, any actual or prospective customer, supplier or licensor of the Company or CCR Pipeline or any other Commercial Counterparty to terminate or modify any such relationship, in each case, within or with respect to the Restricted Territory.

(e)      Non-Solicitation of Employees . From the Closing Date until the third anniversary thereof, no Cogent Group Member shall cause, solicit, induce or encourage any employee, if any, of the Company or CCR Pipeline to leave such employment or hire, employ or otherwise engage any such individual; provided, however , that nothing in this paragraph shall restrict (i) any general advertisement or solicitation that is not directed at employees of the Company or CCR Pipeline, or (ii) the employment of any person who responds to any such general advertisement or solicitation or who contacts a Cogent Group Member or one of its respective Affiliates on his or her own initiative and without any direct or indirect solicitation in contravention of the above restrictions.

(f)      Non-Disparagement . From the Closing Date until the third anniversary thereof, no Cogent Group Member shall, and each Cogent Group Member will direct its Representatives not to, make any statement with respect to the Company, Buyer or their and their Affiliates’ respective businesses, products or services, either in writing or orally, to any Person that disparages, discredits, degrades or lowers the reputation of the Company, Buyer or their and their Affiliates’ respective businesses, products or services, including the publication of articles or press releases and interviews with individuals or institutions engaged in the business of communication, publishing or broadcasting news, opinion or other information, either on the record, off the record, or “on background” unless provided with advance written authorization from the Company or Buyer, as applicable, to do so, or encourage or participate with any Person to make such statements.

(g)      Non-Solicitation of Certain Employees by Buyer . From the Closing Date until the first anniversary thereof, Buyer and its Affiliates shall not (without the prior written consent of Cogent) cause, solicit, induce or encourage any employee of Cogent or its Affiliates (including without limitation Wyoming Operating Company, LLC) who provide services to Cheyenne Rail Hub, LLC to leave such employment or hire, employ or otherwise engage any such individual; provided , however , that nothing in this paragraph shall restrict (i) any general advertisement or solicitation that is not directed at employees of Cogent or its Affiliates (including without limitation Wyoming Operating Company, LLC), (ii) the employment of any person who responds to any such general advertisement or solicitation or who contacts Buyer or one of its Affiliates on his or her own initiative and without any direct or indirect solicitation in contravention of the above restrictions or (iii) the employment of any employee of Cogent or its Affiliates (including without limitation Wyoming Operating Company, LLC) who, prior to the Closing Date, provides services with respect to the Business or the Terminal Facilities.

(h)      Certain Acknowledgements . Each of the Cogent Group Members and Buyer acknowledge, in connection with the covenants and agreements in this Section 3(f), that (i) such covenants and agreements

impose a reasonable restraint in light of the activities and business and current plans with respect thereto of the Cogent Group Members, (ii) it is the intention of the Parties that the entire goodwill of the business of the Company be transferred to Buyer as part of the transactions contemplated hereby, including the goodwill existing between the Company’s business, on the one hand, and its clients, customers, suppliers, agents, employees, contractors, consultants, and other Persons under contract or otherwise associated or doing business with them, on the other hand, and (iii) such covenants and agreements are supported by adequate consideration.

(i)      Injunctive Relief . The covenants and undertakings contained in this Section 3 relate to matters that are of a special, unique and extraordinary character and a violation of any of the terms of this Section 3 may cause irreparable injury to Buyer, the Cogent Group Members or the Company, the amount of which may be impossible to estimate or determine and which cannot be adequately compensated. Accordingly, the remedy at law for any breach of this Section 3 may be inadequate. Therefore, Buyer, each Cogent Group Member and the Company will each be entitled to seek an injunction, restraining order or other equitable relief from any court of competent jurisdiction in the event of any breach of this Section 3 without the necessity of proving actual damages or posting any bond whatsoever. The rights and remedies provided by this Section 3 are cumulative and in addition to any other rights and remedies which Buyer and the Company may have hereunder or at law or in equity.

(j)      Reformation . Notwithstanding anything to the contrary in the MIPA, the Cogent Group Members and the Buyer agree that, if any court of competent jurisdiction in a final nonappealable judgment determines that a specified time period, a specified geographical area, a specified business limitation or any other relevant feature of this Section 3 is unreasonable, arbitrary or against public policy, then a lesser time period, geographical area, business limitation or other relevant feature which is determined by such court to be reasonable, not arbitrary and not against public policy may be enforced against the applicable Party. If any Law or court interpreting such Law does not allow such lesser time period, geographical area, business limitation or other relevant feature to be enforced against the applicable Party, the Parties acknowledge and agree that Section 12.11 of the MIPA will apply.

4. Indemnification .

(k)      Each of the Cogent Group Members shall, severally and not jointly, indemnify, save and hold harmless Buyer, its Affiliates and their respective agents and Representatives (each, an “ Indemnitee ” and collectively, the “ Indemnitees ”) from and against any and all Claims (irrespective of whether any such Indemnitee is a party to the action for which indemnification hereunder is sought), and including reasonable attorneys’ fees and disbursements and all amounts paid in investigation, defense or settlement of any of the foregoing, incurred by the Indemnitee in connection with, as a result of, or arising out of, or relating or incident to (i) the inaccuracy or breach of any representation or warranty of such Cogent Group Member in this Agreement; (ii) any non-fulfillment or breach of any covenant or agreement of such Cogent Group Member in this Agreement; or (iii) any cause of action, suit or claim brought or made against the Indemnitee arising out of or resulting from (x) the execution, delivery, performance or breach of this Agreement by such Cogent Group Member or (y) the enforcement of this Agreement by the Indemnitee against such Cogent Group Member.

(l)      All of the representations and warranties of the Cogent Group Members in this Agreement and the right of the Indemnitees to assert any Claim for indemnification related thereto shall survive the Closing indefinitely and shall continue in full force and effect thereafter. The covenants and agreements of the Cogent Group Members contained in this Agreement shall survive the Closing in accordance with their terms (or, if no term is specified, until all obligations thereunder have been satisfied); provided that the right of an Indemnitee to make a claim for breach of any covenant of a Cogent Group Member that is to be performed or satisfied at or prior to the Closing shall survive for a period of 18 months after the Closing, after which date and time no Claims for indemnification therefor may be asserted, regardless of when such right arose.

5. Miscellaneous .

(m)      Actions of Cogent/Seller . Notwithstanding anything to the contrary set forth in this Agreement: (a) it shall not be breach of this Agreement if a Cogent Group Member or its respective Affiliates disclose or use Confidential Information (i) for the benefit of, or at the direction of Buyer or its Affiliates or (ii) in connection with the prosecution or defense of any Claims arising under the MIPA or this Agreement, and (b) no Cogent Group Member shall be responsible or liable for any breach of this Agreement if such breach is the result of any action or inaction of (x) another Cogent Group Member or (y) Seller or its Representatives, unless such action or inaction of Seller or its Representatives was directly caused by such Cogent Group Member.

(n)      Notices . Unless this Agreement specifically requires otherwise, any notice, demand or request provided for in this Agreement, or served, given or made in connection with it, shall be in writing and shall be deemed properly served, given or made if delivered in person or sent by electronic delivery (including delivery of a document in Portable Document Format), by registered or certified mail, postage prepaid or by a nationally recognized overnight courier service that provides a receipt of delivery, in each case, to the Parties at the addresses specified below:

If to the Cogent Group Members, to:

Cogent Energy Solutions, LLC
3100 Timmons, Suite 210
Houston, Texas 77027
Attn: Randall D. Balhorn and Steve Magness
Email: rbalhorn@cogentenergysolutions.com; smagness@cogentenergysolutions.com

With a copy (which shall not constitute notice) to:

Locke Lord LLP
600 Travis, Suite 2800
Houston, Texas 77079
Attn: Kevin N. Peter
Email: kpeter@lockelord.com

If to Buyer or USD Group, to:

USD Group, LLC
811 Main Street, Suite 2800
Houston, Texas 77002
Attn: Brad Sanders
Email: bsanders@usdg.com

With a copy to:

USD Partners GP LLC
811 Main Street, Suite 2800
Houston, Texas 77002 Attn: General Counsel
Email: legal@usdg.com

With a copy (which shall not constitute notice) to:

Latham & Watkins LLP
811 Main Street, Suite 3700
Houston, Texas 77002
Attn: Sean T. Wheeler
Email: sean.wheeler@lw.com

Notice given by personal delivery, mail or overnight courier pursuant to this Section 5(b) shall be effective upon physical receipt. Notice given by electronic transmission pursuant to this Section 5(b) shall be effective as of the date of confirmed delivery (except that automatic confirmations shall not be deemed to be confirmed delivery) if delivered before 5:00 P.M. Central Time on any Business Day at the place of receipt or the next succeeding Business Day if confirmed delivery (except that automatic confirmations shall not be deemed to be confirmed delivery) is after 5:00 P.M. Central Time on any Business Day or during any non-Business Day at the place of receipt.

(o)      Entire Agreement . This Agreement supersedes all prior discussions and agreements between the Parties and/or their respective Affiliates with respect to the subject matter hereof and, together with the MIPA and the Confidentiality Agreement, contains the sole and entire agreement between the Parties and their respective Affiliates hereto with respect to the subject matter hereof.

(p)      Expense . Except as explicitly set forth herein, each Party shall pay all costs and expenses it has incurred or will incur in anticipation of, relating to or in connection with the negotiation and execution of this Agreement.

(q)      Waiver . Any term or condition of this Agreement may be waived at any time by the Party that is entitled to the benefit thereof, but no such waiver shall be effective unless set forth in a written instrument duly executed by or on behalf of the Party waiving such term or condition. No waiver by either Party of any term or condition of this Agreement, in any one or more instances, shall be deemed to be or construed as a waiver of the same or any other term or condition of this Agreement on any future occasion.

(r)      Amendment . This Agreement may be amended, supplemented or modified only by a written instrument duly executed by or on behalf the Parties.

(s)      No Third Party Beneficiary . The terms and provisions of this Agreement are intended solely for the benefit of the Parties and their respective successors or permitted assigns, and it is not the intention of the Parties to confer third party beneficiary rights upon any other Person.

(t)      Succession and Assignment . This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. Neither this Agreement nor any right, interest or obligation hereunder may be assigned by any Party without the prior written consent of the other Party, and any attempt to do so will be void, except for assignments and transfers by operation of Law. Subject to this Section 5(h), this Agreement is binding upon, inures to the benefit of and is enforceable by the Parties and their respective successors and permitted assigns.

(u)      Invalid Provisions . If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future Law, and if the rights or obligations of any Party under this Agreement will not be materially and adversely affected thereby, such provision shall be fully severable, this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom and in lieu of such illegal, invalid or unenforceable provision, there shall be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible.

(v)      Counterparts . This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

(w)      Governing Law; Submission to Jurisdiction; Jury Trial Waiver .

(i) This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction).

(ii) ANY LEGAL SUIT, ACTION OR PROCEEDING ARISING OUT OF OR BASED UPON THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY MAY BE INSTITUTED IN THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA OR THE COURTS OF THE STATE OF DELAWARE IN EACH CASE LOCATED IN THE CITY OF WILMINGTON AND COUNTY OF NEW CASTLE, AND EACH PARTY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS IN ANY SUCH SUIT, ACTION OR PROCEEDING. SERVICE OF PROCESS, SUMMONS, NOTICE OR OTHER DOCUMENT BY MAIL TO SUCH PARTY’S ADDRESS SET FORTH HEREIN SHALL BE EFFECTIVE SERVICE OF PROCESS FOR ANY SUIT, ACTION OR OTHER PROCEEDING BROUGHT IN ANY SUCH COURT. THE PARTIES IRREVOCABLY AND

UNCONDITIONALLY WAIVE ANY OBJECTION TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR PROCEEDING IN SUCH COURTS AND IRREVOCABLY WAIVE AND AGREE NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

(iii) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (ii) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY AND (iv) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5(k)(iii).

(x)      Specific Performance . Each Party hereby acknowledges and agrees that the rights of each Party are special, unique and of extraordinary character and that, if any Party violates or fails or refuses to perform any covenant or agreement made by it herein, the non-breaching Party may be without an adequate remedy at law. If any Party violates or fails or refuses to perform any covenant or agreement made by such Party herein, the non-breaching Party, subject to the terms hereof and in addition to any remedy at law for damages or other relief, may institute and prosecute an action in any court of competent jurisdiction to enforce specific performance of such covenant or agreement or seek any other equitable relief.

(y)      Headings . The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.

[ Signature Page to follow ]

IN WITNESS WHEREOF, the Parties have executed this Agreement on the day and year first written above.

COGENT GROUP MEMBERS:

COGENT ENERGY SOLUTIONS, LLC

By:      /s/ Randall D. Balhorn        
    Name: Randall D. Balhorn
    Title: Manager

RANDY BALHORN:

By:      /s/ Randy Balhorn        
    Name: Randy Balhorn

STEVE MAGNESS:

By:      /s/ Steve Magness        
    Name: Steve Magness

BUYER:

USDP CCR LLC

By:      /s/ Adam Altsuler        
    Name: Adam Altsuler
    Title: Vice President and Chief Financial Officer

USD GROUP:

USD Group, LLC

By:      /s/ Chris Robbins        
    Name: Chris Robins
    Title: Vice President and Chief Accounting Officer

TRANSITION SERVICES AGREEMENT

This TRANSITION SERVICES AGREEMENT (“ Agreement ”) is entered into on November 17, 2015 by and between Cogent Energy Solutions, LLC, a Delaware limited liability company (“ Contractor ”), and Casper Crude to Rail, LLC, a Wyoming limited liability company (the “ Company ”). Contractor and the Company may be referred to herein individually as a “ Party ” and collectively as the “ Parties .”

WHEREAS , on October 12, 2015, Contractor’s Affiliate, Casper Crude to Rail Holdings, LLC, a Delaware limited liability company (“ Seller ”), and USDP CCR LLC, a Delaware limited liability company “ Buyer ”), entered into a Membership Interest Purchase Agreement (as amended or otherwise modified, the “ Membership Interest Purchase Agreement ”), pursuant to which Seller agreed to sell all of the issued and outstanding membership interests of the Company to Buyer; and

WHEREAS , prior to the Closing, Contractor operated the Company and provided certain services with respect to the Company; and

WHEREAS , to effect the orderly transfer of the Company from Seller to Buyer, Buyer desires that Contractor provide to the Company certain transition services in accordance with the terms of this Agreement.

NOW, THEREFORE , for and in consideration of the mutual covenants set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS . Unless otherwise defined in this Agreement, capitalized terms in this Agreement have the meanings given to such terms in the Membership Interest Purchase Agreement.

1.      SCOPE OF SERVICES . Effective as of the Closing Date, Contractor will provide to the Company the services described on Exhibit A attached hereto (each, a “ Service ” and collectively, the “ Services ”).

2.      INFORMATION . The Company agrees to provide Contractor in a timely manner with any information reasonably necessary for Contractor to provide the Services hereunder.

3.      LIMITATION ON SERVICES . Notwithstanding anything to the contrary in this Agreement, in no event shall Contractor be obligated hereunder in connection with the performance of its obligations under this Agreement to: (a) unless otherwise agreed to between the Parties in writing, provide Services that Contractor did not perform for the Company prior to the Closing Date or perform any such Services in a manner substantially different from the manner in which Contractor performed such Services for the Company prior to the Closing Date; (b) provide any records, information, or data in any form or format except that in which Contractor currently maintains such records, information, or data; (c) make modifications to its existing systems or properties; (d) acquire additional assets, equipment, rights, or properties (including computer equipment, software, furniture, furnishings, fixtures, machinery, vehicles, tools and other tangible personal property) that are not in the ordinary course of operations of Contractor; (e) hire additional employees; (f) pay any costs related to the transfer or conversion of data from Contractor or its Affiliates to the Company;

or (g) incur any obligations or liabilities, except, in each case, as expressly set forth in this Agreement or the Membership Interest Purchase Agreement.

Notwithstanding anything herein to the contrary, the Company acknowledges that (a) Contractor is not a professional provider of the types of services included in the Services; (b) the personnel providing such Services may have other responsibilities to the business of Contractor and its Affiliates to which said personnel are required to devote substantial time that may take priority over the provision of Services from time to time, to the extent consistent with Contractor’s past practices in such regard; (c) such personnel will not be dedicated full-time to performing the Services; and (d) certain personnel of Contractor may leave the employment of Contractor or terminate their employment or contract with Contractor during the term of this Agreement; provided , however , that Contractor shall use its commercially reasonable efforts to mitigate any interruption in Services resulting from such departures and to resume as soon as reasonably practicable the Services in the manner agreed hereunder. The Company acknowledges that all Services to be provided under this Agreement shall be provided by Contractor to the extent that such Services do not unreasonably interfere with the ongoing business and operations of Contractor and its Affiliates, to the extent consistent with Contractor’s or such Affiliate’s past practices, and the loss of any Contractor’s personnel may materially impede Contractor’s ability to perform its obligations hereunder. Except as provided above, Contractor makes no representation or warranty regarding the ability of Contractor to retain any employees, contractors, or subcontractors and Contractor shall have no liability as to the result of the loss of any such employees, contractors, or subcontractors. Contractor shall not be responsible for the accuracy of any information filed with any governmental authority or furnished to the Company or to any of the Company’s employees for inclusion in any reports or for results obtained by use of any inaccurate information so filed or furnished, except, in each case, to the extent such information is provided or furnished by Contractor or one of its Affiliates.

4.      STANDARD OF PERFORMANCE . Subject to the terms of this Agreement, Contractor shall perform, or cause to be performed, the Services in a manner that is substantially similar in nature, timing and quality, and with the same degree of skill, prudence and care, as the actions comprising the Services were previously performed by Contractor in accordance with past practices prior to the Closing Date; provided , however , in no event shall Contractor have any obligations or liability hereunder except to the extent expressly set forth herein. Further, if the Company fails to consent to any reasonable request made by Contractor hereunder or fails to provide Contractor with any reasonably necessary information required by Contractor as contemplated in Section 3 above, Contractor shall be excused from the performance of, and shall bear no liability associated with, the Services that Contractor sought to perform in connection with such consent request or that are dependent upon the information requested.

5.      TERMINATION . The term of this Agreement shall commence on the execution date hereof and will continue thereafter for a period three months (the “ Initial Term ”), after which the term of this Agreement shall be extended on a month to month basis (each a “ Renewal Term ”); provided that, upon not less than thirty (30) days prior written notice to Contractor, the Company may terminate the Services (in whole or in part) as of the expiration of the Initial Term or any Renewal Term; provided, further, that in no event shall the term of this Agreement extend beyond the six month anniversary of the date hereof. The Initial Term and any Renewal Terms are collectively referred to herein as the “ Term ”.

6.      PAYMENTS . The Company shall pay Contractor a fee of $30,000 per month (the “ Fee ”) for performance of the Services hereunder. Contractors shall send the Company an invoice for the Fee owed by the Company for the Services provided during the prior calendar month (pro rated for any partial month). No later than the tenth (10th) Business Day after its receipt of such invoice, the Company shall pay Contractor the Fee set forth on such invoice. If the Company fails to pay any amounts owed under this Agreement when due, such amounts shall accrue interest at an interest rate of the Prime Rate as published from time to time in the Wall Street Journal plus two percent (2%), or the highest rate permitted by applicable law, whichever is lower, from the due date until paid. For such time as any employees of or consultants or subcontractors to Contractor (or any subcontractor) are providing the Services to Company under this Agreement, (a) such employees or consultants will remain employees or consultants of Contractor (or any subcontractor), as applicable, and shall not be deemed to be employees of or consultants to the Company for any purpose, and (b) Contractor shall be solely responsible for the payment and provision of all compensation, wages, bonuses and commissions, employee benefits, including severance and worker’s compensation, and the withholding and payment of applicable taxes relating to such employment or engagement.

7.      CONFIDENTIALITY . During the term of this Agreement and for a period of two (2) years thereafter, Contractor shall, and shall cause each member of the Contractor Group to, hold in confidence (and not disclose or provide access to any other Person) and not use, except in each case for the benefit of the Company and as reasonably required in providing the Services contemplated by this Agreement, any and all confidential or proprietary information provided by the Company to the Contractor Group in connection with the Services, whether written or oral, concerning the Company, except to the extent that Contractor can show that such information: (i) is generally available to and known by the public other than as a result of a violation of this Agreement by a member of the Contractor Group; (ii) was lawfully acquired by a member of the Contractor Group from and after the Closing Date from sources which are not known to such member of the Contractor Group to be prohibited from disclosing such information by a legal, contractual or fiduciary obligation; or (iii) was independently developed by a member of the Contractor Group without use of any such confidential information. If a member of the Contractor Group is compelled to disclose any such confidential information by judicial or administrative process or by other requirements of law, such disclosure shall not be a breach of this Agreement, so long as Contractor promptly notifies the Company in writing (if legally permissible) and discloses only that portion of such confidential information which Contractor is advised by its counsel is legally required to be disclosed; provided , however , that Contractor shall use commercially reasonable efforts to cooperate with the Company, at the sole cost and expense of the Company, so that the Company may obtain an appropriate protective order or other reasonable assurance that confidential treatment will be accorded such confidential information.

8.      DISCLAIMER OF WARRANTIES . NOTWITHSTANDING ANY OTHER TERMS IN THIS AGREEMENT, CONTRACTOR MAKES NO, AND EXPRESSLY DISCLAIMS ANY AND ALL, REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, WITH RESPECT TO THE PERFORMANCE OR RESULTS OF THE SERVICES. FURTHER, CONTRACTOR EXPRESSLY DISCLAIMS, AND THE

COMPANY AGREES THAT CONTRACTOR SHALL BE FREE FROM, ALL LIABILITY AND RESPONSIBILITY TO THE COMPANY FOR ANY REPRESENTATION, WARRANTY, STATEMENT, OR INFORMATION WITH RESPECT TO THE SERVICES THAT IS MADE OR COMMUNICATED (ORALLY OR IN WRITING) TO THE COMPANY OR ANY OF ITS AFFILIATES, EMPLOYEES, AGENTS, CONSULTANTS, OR REPRESENTATIVES PURSUANT TO THE TERMS OF THIS AGREEMENT (INCLUDING ANY OPINION, INFORMATION, PROJECTION, OR OTHER ADVICE THAT MAY HAVE BEEN PROVIDED TO THE COMPANY PURSUANT TO THE TERMS OF THIS AGREEMENT BY ANY MEMBER OF THE CONTRACTOR GROUP).

9.      LIABILITY AND INDEMNITY . THE COMPANY HEREBY RELEASES CONTRACTOR, ITS EMPLOYEES, OFFICERS, DIRECTORS, STOCKHOLDERS, AND CONTRACTORS (INCLUDING THE EMPLOYEES AND OFFICERS OF SUCH CONTRACTORS) (COLLECTIVELY “CONTRACTOR GROUP”) FROM, AND SHALL FULLY PROTECT, DEFEND, INDEMNIFY, AND HOLD HARMLESS CONTRACTOR GROUP FROM AND AGAINST ANY AND ALL LOSSES ARISING OUT OF OR RESULTING FROM THE SERVICES PROVIDED PURSUANT TO THIS AGREEMENT, INCLUDING ANY AND ALL LOSSES RELATING TO (A) INJURY OR DEATH OF ANY PERSON(S) WHOMSOEVER, (B) DAMAGES TO OR LOSS OF ANY PROPERTY OR RESOURCES, (C) BREACH OF CONTRACT, (D) COMMON LAW CAUSES OF ACTION SUCH AS NEGLIGENCE, STRICT LIABILITY, NUISANCE, OR TRESPASS, OR (E) FAULT IMPOSED BY STATUTE, RULE, REGULATION OR OTHERWISE; PROVIDED, HOWEVER, THAT THIS SECTION 10 SHALL NOT APPLY TO LOSSES ARISING OUT OF OR RESULTING FROM THE FRAUD, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF A MEMBER OF THE CONTRACTOR GROUP.

10.      ASSIGNABILITY . Neither the Company nor Contractor shall assign or sublease any rights or obligations under this Agreement without the prior written consent of the non-assigning Party, except to an Affiliate of the assigning Party. This restriction shall not affect Contractor’s right to engage Contractor’s Affiliates and third party contractors and their respective employees to perform the Services. Except as otherwise provided herein, this Agreement shall be binding upon and inure to the benefit of the Parties and their respective permitted successors, assigns, and legal representatives.

11.      FORCE MAJEURE .

12.      DAMAGES WAIVER . NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES RESULTING FROM OR ARISING OUT OF THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS OR BUSINESS INTERRUPTIONS, HOWEVER SAME MAY BE CAUSED; AND EACH PARTY DOES HEREBY WAIVE ANY RIGHTS THAT IT MAY HAVE TO SEEK ANY SUCH DAMAGES FROM THE OTHER PARTY, EXCEPT TO THE EXTENT SUCH DAMAGES ARE INCLUDED IN ANY ACTION BY A THIRD PARTY AGAINST A PARTY TO WHOM INDEMNITY IS OWED BY THE OTHER PARTY HEREUNDER. THE WAIVER OF DAMAGES CONTAINED IN THIS SECTION 13 SHALL SURVIVE ANY TERMINATION OF THIS AGREEMENT.

13.      GOVERNING LAW .

IN SUCH COURTS AND IRREVOCABLY WAIVE AND AGREE NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

14.      EXECUTION IN COUNTERPARTS . This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Any facsimile copies or.pdf or other electronic transmission hereof or signature hereon shall, for all purposes, be deemed originals.

15.      INDEPENDENT CONTRACTOR . In its performance of Services, all members of Contractor Group shall be considered independent contractors. Nothing in this Agreement is intended to create, or shall be construed as creating, a partnership, joint venture, association for profit, or other business entity between or among the Parties, and for federal and state income tax purposes, the Parties do not intend that the provisions of Subchapter K, Chapter 1, Subtitle A of the Internal Revenue Code of 1986, as amended, apply to the transactions described in this Agreement. It is expressly understood and agreed that this Agreement is a purely commercial transaction between the Parties, and that nothing herein shall operate to create any fiduciary duty which a Party shall owe to the other Party.

16.      SURVIVAL . Notwithstanding anything to the contrary in this Agreement, the terms of Sections 5, 7, 8, 9, 10, 13, 14, and this Section 17 shall survive indefinitely beyond the expiration of the Term of this Agreement, except with respect to the obligations of the Contractor Group provided in Section 8 which shall terminate as of the end of the period set forth therein.

17.      ENTIRE AGREEMENT . This Agreement (together with the Exhibits hereto) constitute the entire agreement among the Parties and supersede any other agreements, whether written or oral, that may have been made or entered into by the Parties or any of their respective Affiliates relating to the transactions contemplated hereby.

18.      SEVERABILITY . If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement shall

remain in full force and effect. The Parties further agree that if any provision contained herein is, to any extent, held invalid or unenforceable in any respect under the Laws governing this Agreement, they shall take any actions necessary to render the remaining provisions of this Agreement valid and enforceable to the fullest extent permitted by Law and, to the extent necessary, shall amend or otherwise modify this Agreement to replace any provision contained herein that is held invalid or unenforceable with a valid and enforceable provision giving effect to the intent of the Parties to the greatest extent legally permissible.

19.      NOTICES . All notices and communications required or permitted to be given hereunder shall be in writing and shall be delivered personally, or sent by bonded overnight courier, or mailed by U.S. Express Mail or by certified or registered United States Mail with all postage fully prepaid, or sent by telex or facsimile transmission (provided any such telex or facsimile transmission is confirmed either orally or by written confirmation), addressed to the appropriate Party at the address for such Party shown next to such party’s signature to this Agreement. Any notice given in accordance herewith shall be deemed to have been given when delivered to the addressee in person, or by courier, or transmitted by facsimile transmission during normal business hours, or upon actual receipt by the addressee after such notice has either been delivered to an overnight courier or deposited in the United States Mail, as the case may be.

[ signature page follows ]

IN WITNESS WHEREOF, the Parties have caused their duly authorized representatives to execute this Agreement as of the day and year first set forth above.

CONTRACTOR

COGENT ENERGY SOLUTIONS, LLC

Address:

3100 Timmons Lane, Suite 210

Houston, TX 77027

Attn: Randall Balhorn and Steve Magness

By: /s/ Randall D. Balhorn    
Name: Randall D. Balhorn    
Title: Manager    

COMPANY

CASPER CRUDE TO RAIL, LLC

Address:

3100 Timmons Lane, Suite 210

Houston, TX 77027

Attn: Randall Balhorn and Steve Magness

By: /s/ Randall D. Balhorn    
Name: Randall D. Balhorn    
Title: Authorized Person    

Exhibit A

Services

Product / Inventory Accounting
General Accounting & Reporting
IT Support
Customer Service