Western Midstream Partners, LP

EX-99.1 · exhibit991brazosclosingpr.htm

EX-99.1
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 exhibit991brazosclosingpr.htm
 EX-99.1

 EXHIBIT 99.1

 Western Midstream Announces Closing of Brazos Delaware Acquisition
 HOUSTON —(PR NEWSWIRE)—June 11, 2026 – Western Midstream Partners, LP (“WES” or the “Partnership”) (NYSE: WES) today announced it closed the previously announced acquisition of Brazos Delaware II, LLC (“Brazos”) for approximately $1.6 billion. Transaction consideration comprised approximately $800 million in cash and approximately $800 million in WES common units. WES issued approximately 19.4 million units based on the volume weighted average WES common unit price at the time the acquisition agreement was signed. The Brazos acquisition expands WES’s gathering and processing footprint in the Delaware Basin and aligns with WES’s philosophy of only deploying capital that sustains or grows its distribution. The transaction also met the objectives of accretion to per-unit metrics, protecting the Partnership’s balance sheet and investment grade credit ratings, and diversifying its customer base and ownership.
 ABOUT WESTERN MIDSTREAM
 Western Midstream Partners, LP (“WES”) is a master limited partnership formed to develop, acquire, own, and operate midstream assets. With midstream assets located in Texas, New Mexico, Colorado, Utah, and Wyoming, WES is engaged in the business of gathering, compressing, treating, processing, and transporting natural gas; gathering, stabilizing, and transporting condensate, natural-gas liquids, and crude oil; and gathering, transporting, recycling, treating, and disposing of produced water for its customers. In its capacity as a natural-gas processor, WES also buys and sells residue, natural-gas liquids, and condensate on behalf of itself and its customers under certain gas processing contracts. A substantial majority of WES’s cash flows are protected from direct exposure to commodity-price volatility through fee-based contracts.
 For more information about WES, please visit www.westernmidstream.com.

 FORWARD-LOOKING STATEMENTS
 This news release contains forward-looking statements. WES’s management believes that its expectations are based on reasonable assumptions. No assurance, however, can be given that such expectations will prove correct. A number of factors could cause actual results to differ materially from the projections, anticipated results, or other expectations expressed in this news release. These factors include our ability to realize the expected benefits from the Brazos acquisition; meet financial guidance or distribution expectations; our ability to safely and efficiently operate WES’s assets and integrate the Brazos assets into our portfolio; the supply of, demand for, and price of oil, natural gas, NGLs, and related products or services; our ability to meet projected in-service dates for capital-growth projects; construction costs or capital expenditures exceeding estimated or budgeted costs or expenditures; and the other factors described in the “Risk Factors” section of WES’s most-recent Form 10-K filed with the Securities and Exchange Commission and other public filings and press releases. WES undertakes no obligation to publicly update or revise any forward-looking statements, except as required by applicable law.
 # # #

 Source: Western Midstream Partners, LP
 WESTERN MIDSTREAM CONTACTS
 Daniel Jenkins
 Director, Investor Relations
 Investors@westernmidstream.com
 866-512-3523
 Rhianna Disch
 Manager, Investor Relations
 Investors@westernmidstream.com
 866-512-3523
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EX-2.1 · exhibit21-mipawithexhibits.htm

EX-2.1
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 exhibit21-mipawithexhibits.htm
 EX-2.1

 EXHIBIT 2.1

 Execution Version

 MEMBERSHIP INTEREST PURCHASE AGREEMENT
BY AND AMONG
BRAZOS PERMIAN II, LLC,
B-2 HOLDINGS LLC
AND
 WESTERN MIDSTREAM PARTNERS, LP
MAY 6, 2026

 TABLE OF CONTENTS

 ARTICLE I DEFINITIONS AND CONSTRUCTION 1

 Section 1.01 Definitions 1
 Section 1.02 Rules of Construction 30

 ARTICLE II PURCHASE AND SALE; CLOSING 31

 Section 2.01 Purchase and Sale of Company Interests 31
 Section 2.02 Closing 34
 Section 2.03 Closing Deliveries by the Seller to the Purchaser Parties 34
 Section 2.04 Closing Deliveries by the Purchaser Parties to the Seller 35
 Section 2.05 Post-Closing Purchase Price Adjustment 36
 Section 2.06 Payment of Post-Closing Adjustment Amount 39
 Section 2.07 Withholding 40
 Section 2.08 Designation of Entities to Receive Equity Consideration 40

 ARTICLE III REPRESENTATIONS AND WARRANTIES RELATED TO THE
 COMPANY GROUP 40

 Section 3.01 Organization; Good Standing 41
 Section 3.02 No Conflicts; Consents and Approvals 41
 Section 3.03 Company and Subsidiary Interests 42
 Section 3.04 Financial Statements; Indebtedness 43
 Section 3.05 Compliance with Applicable Laws 44
 Section 3.06 Permits 44
 Section 3.07 Litigation; Orders 45
 Section 3.08 Real Property 45
 Section 3.09 Environmental Matters 48
 Section 3.10 Taxes 49
 Section 3.11 Material Contracts 52
 Section 3.12 Intellectual Property 55
 Section 3.13 Employees; Benefit Plan Matters 56
 Section 3.14 Insurance 59
 Section 3.15 Broker’s Commissions 59
 Section 3.16 Absence of Changes 59
 Section 3.17 Condition and Sufficiency of Assets 59
 Section 3.18 Bank Accounts 60
 Section 3.19 Preferential Rights 60
 Section 3.20 Throughput Data 60
 Section 3.21 Imbalances 60
 Section 3.22 Records 61
 Section 3.23 Certain Payments 61
 Section 3.24 Affiliate Transactions 61
 Section 3.25 Data Protection; Company IT System 61

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 Section 3.26 No Bankruptcy 63
 Section 3.27 FERC 63
 Section 3.28 Disclaimers 63

 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE SELLER 64

 Section 4.01 Organization; Good Standing 64
 Section 4.02 Authority 64
 Section 4.03 No Conflicts; Consents and Approvals 64
 Section 4.04 Ownership of the Company Interests 65
 Section 4.05 Credit Support Obligations. 65
 Section 4.06 Litigation; Orders 65
 Section 4.07 Broker’s Commissions 66
 Section 4.08 Bankruptcy 66
 Section 4.09 Acquisition as Investment 66
 Section 4.10 Independent Evaluation 66
 Section 4.11 Business Investigation 66
 Section 4.12 No Other Representations 67

 ARTICLE V REPRESENTATIONS AND WARRANTIES OF THE PURCHASER
 PARTIES 67

 Section 5.01 Organization 67
 Section 5.02 Authority 67
 Section 5.03 No Conflicts; Consents and Approvals 67
 Section 5.04 Litigation; Orders 68
 Section 5.05 Acquisition as Investment 68
 Section 5.06 Financial Resources; Solvency 68
 Section 5.07 Broker’s Commissions 69
 Section 5.08 Anti-Money Laundering 69
 Section 5.09 Tax Matters 69
 Section 5.10 Capitalization; WES Common Units 69
 Section 5.11 Reports and Financial Statements. 70
 Section 5.12 Internal Controls and Procedures 71
 Section 5.13 No Undisclosed Liabilities 71
 Section 5.14 Compliance with Law 72
 Section 5.15 Absence of Certain Changes or Events 72
 Section 5.16 Investigations; Litigation 72
 Section 5.17 Independent Investigation 72
 Section 5.18 No Other Representations 73

 ARTICLE VI COVENANTS 74

 Section 6.01 Interim Period Operations 74
 Section 6.02 Regulatory and Other Approvals 78
 Section 6.03 Access 80

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 Section 6.04 Confidentiality Agreements 81
 Section 6.05 Insurance 82
 Section 6.06 Indemnification of Directors and Officers 83
 Section 6.07 Books and Records 84
 Section 6.08 Seller Marks 85
 Section 6.09 Public Announcements 86
 Section 6.10 Further Assurances 86
 Section 6.11 Continuing Employees 86
 Section 6.12 R&W Policy 88
 Section 6.13 Affiliate Transactions; Pre-Closing Transfer(s) 88
 Section 6.14 Exclusivity. 89
 Section 6.15 Casualty and Condemnation. 90
 Section 6.16 Financing 92
 Section 6.17 SEC Filings 94
 Section 6.18 Data Room 95
 Section 6.19 Legends 95
 Section 6.20 Conduct of the Purchaser Parties 95
 Section 6.21 WES Guarantee 96
 Section 6.22 FCC Licenses 97
 Section 6.23 Drag-Along Process 97
 Section 6.24 Derivative Financial Instruments 97

 ARTICLE VII THE PURCHASER PARTIES’ CONDITIONS TO CLOSING 98

 Section 7.01 Representations and Warranties 98
 Section 7.02 Performance 98
 Section 7.03 Officer’s Certificate 98
 Section 7.04 Orders and Laws 98
 Section 7.05 No Material Adverse Effect 98
 Section 7.06 HSR Act 98
 Section 7.07 Deliveries 98
 Section 7.08 Additional Deliveries. 99

 ARTICLE VIII THE SELLER’S CONDITIONS TO CLOSING 99

 Section 8.01 Representations and Warranties 99
 Section 8.02 Performance 99
 Section 8.03 Officer’s Certificate 99
 Section 8.04 Orders and Laws 99
 Section 8.05 HSR Act 99
 Section 8.06 No Purchaser Material Adverse Effect 99
 Section 8.07 Deliveries 100

 ARTICLE IX TAX MATTERS 100

 Section 9.01 Transfer Taxes and Recording Fees Tax Matters 100

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 Section 9.02 Tax Returns 100
 Section 9.03 Cooperation 101
 Section 9.04 Tax Proceedings 101
 Section 9.05 Certain Tax Actions 102
 Section 9.06 Reserved 102
 Section 9.07 Agreed Tax Treatment; Allocation of Purchase Price 102
 Section 9.08 Straddle Period 103
 Section 9.09 Tax Sharing Agreements 104
 Section 9.10 Miscellaneous 104

 ARTICLE X TERMINATION 104

 Section 10.01 Right of Termination 104
 Section 10.02 Effect of Termination 106

 ARTICLE XI SURVIVAL; INDEMNIFICATION 106

 Section 11.01 Survival 106
 Section 11.02 Indemnification 107
 Section 11.03 Indemnification Procedures. 107
 Section 11.04 Sole and Exclusive Remedy 109
 Section 11.05 Recourse 109
 Section 11.06 BM Condition 110
 Section 11.07 Limitations on Indemnification 110

 ARTICLE XII ADDITIONAL AGREEMENTS; MISCELLANEOUS 111

 Section 12.01 Notices 111
 Section 12.02 Entire Agreement 112
 Section 12.03 Expenses 112
 Section 12.04 Disclosure 112
 Section 12.05 Waiver 113
 Section 12.06 Amendment 113
 Section 12.07 No Third Party Beneficiary 113
 Section 12.08 Assignment; Binding Effect 113
 Section 12.09 Invalid Provisions 113
 Section 12.10 Counterparts 113
 Section 12.11 Governing Law; Jurisdiction; Waiver of Jury Trial 114
 Section 12.12 Specific Performance 115
 Section 12.13 Non-Recourse 115

 Exhibits
 Exhibit A – Gathering System
 Exhibit B – Sample Calculations
 Exhibit C – Form of Post-Closing Escrow Agreement

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 Exhibit D – R&W Policy Commitment
 Exhibit E – Form of Assignment Agreement
 Exhibit F – Form of Mutual Release
 Exhibit G – Form of Transition Services Agreement
 Exhibit H – Form of Registration Rights Agreement
 Exhibit I – Form of Restrictive Covenant Agreement (Management)
 Exhibit J – Form of Allocation of Purchase Price
 Exhibit K –Shared Services Agreement Termination Agreement
 Exhibit L –Pre-Closing Transfer Documents
 Exhibit M – Form of Drag Notice
 Disclosure Schedule
 Section 1.01(a) — Credit Support Obligations
 Section 1.01(b) — Seller Knowledge Persons
 Section 1.01(c) — Purchaser Knowledge Persons
 Section 1.01(d) — Permitted Liens
 Section 1.01(e) — Excluded Assets
 Section 1.01(f) — Intercompany Indebtedness
 Section 1.01(g) — Additional Definitions
 Section 2.03(a) — Paid Off Indebtedness
 Section 2.03(h) — Restrictive Covenant Agreements
 Section 2.03(k) — Required Consents and Approvals
 Section 2.08 — Designated Persons
 Section 3.01(b) — Organization
 Section 3.02(a) — Company Conflicts
 Section 3.02(b) — Company Consents and Approvals
 Section 3.03(a) — Company and Subsidiary Interests
 Section 3.04(a) — Company Financial Statements; Exceptions
 Section 3.04(d) — Accounts Payable
 Section 3.04(e) — Indebtedness
 Section 3.05 — Compliance with Applicable Laws
 Section 3.06 — Permits
 Section 3.07 — Litigation; Orders
 Section 3.08(a) — Real Property
 Section 3.08(c) — Real Property Interests; Real Property Liens
 Section 3.08(d) — Real Property Use Violations
 Section 3.08(e) — Easements
 Section 3.08(f) — Condition and Sufficiency of Facilities
 Section 3.08(g) — Land-Use Permits
 Section 3.09 — Environmental Matters
 Section 3.09(b) — Environmental Permits
 Section 3.10 — Taxes
 Section 3.11 — Material Contracts
 Section 3.12(a) — Intellectual Property Contracts
 Section 3.12(b) — Company Group Intellectual Property Rights

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 Section 3.12(c) — Material Intellectual Property
 Section 3.13 — Benefit Plan Matters
 Section 3.14 — Insurance
 Section 3.16 — Absence of Changes
 Section 3.17 — Condition and Sufficiency of Assets
 Section 3.18 — Bank Accounts
 Section 3.19 — Preferential Rights
 Section 3.21 — Imbalances
 Section 3.24 — Affiliate Transactions
 Section 3.25 — Data Protection; Company IT System
 Section 3.27 — FERC
 Section 4.03(a) — Seller Conflicts
 Section 4.03(b) — Seller Consents and Approvals
 Section 4.05 — Credit Support Obligations
 Section 6.01 — Interim Period Operations
 Section 6.01(a) — Company Group Budget
 Section 6.06(a) — Covered Persons
 Section 6.08 — Seller Marks
 Section 6.11(a) — Transferring Employees
 Section 6.11(c) — Severance Compensation
 Section 6.13 — Termination of Affiliate Transactions
 Section 11.02 — Specified Liabilities
 Purchaser Parties Disclosure Schedule

 vi

 MEMBERSHIP INTEREST PURCHASE AGREEMENT
 This Membership Interest Purchase Agreement (this “ Agreement ”), dated as of May 6, 2026 (the “ Signing Date ”), is entered into by and among Brazos Permian II, LLC, a Delaware limited liability company (the “ Seller ”), B-2 Holdings LLC, a Delaware limited liability company (the “ Purchaser ”), and Western Midstream Partners, LP, a Delaware limited partnership (“ WES ” and together with the Purchaser, each a “ Purchaser Party ” and collectively, the “ Purchaser Parties ”). The Seller and the Purchaser Parties are referred to in this Agreement from time to time each as a “ Party ” and collectively, as the “ Parties .”
 RECITALS
 WHEREAS, the Seller owns all of the issued and outstanding Equity Interests of Brazos Delaware II, LLC, a Delaware limited liability company (the “ Company ” and such Equity Interests, the “ Company Interests ”);
 WHEREAS, the Company owns, directly or indirectly, all of the issued and outstanding Equity Interests of the Company Subsidiaries (collectively, the “ Subsidiary Interests ”);
 WHEREAS, subject to the terms and conditions of this Agreement, the Seller desires to sell, assign, transfer and convey to the Purchaser, and the Purchaser desires to purchase and acquire from the Seller, 100% of the Company Interests; and
 WHEREAS, concurrently with the execution hereof, (a) each of the individuals listed on Section 2.03(h) of the Disclosure Schedule have entered into a restrictive covenant agreement, by and between such individual and the Purchaser, dated as of the Signing Date but effective upon the Closing, in a form mutually agreed between the Parties (b) Seller will provide evidence to the Purchaser of the (i) termination of the Shared Services Agreement, which such termination is attached hereto as Exhibit K (the “ Shared Services Termination ”), (ii) termination of that certain Business Opportunities Agreement, dated as of December 10, 2020, by and among Brazos Midstream Management II, LLC, NHIP Bison Holdings, LLC and Brazos Midstream Holdings II, LLC, and (iii) the consummation of the Pre-Closing Transfer(s) pursuant to the agreements attached hereto as Exhibit L (the “ Pre-Closing Transfer Documents ”), in each case, dated as of the Signing Date but effective as of the Closing Date.
 NOW, THEREFORE, in consideration of the mutual representations, covenants and agreements in this Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
 ARTICLE I
 DEFINITIONS AND CONSTRUCTION
 Section 1.01 Definitions . As used in this Agreement, the following capitalized terms have the meanings set forth below:
 “ 1933 Act ” means the Securities Act of 1933, as amended.

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 “ Action ” means any action, claim, investigation (or reported non-compliance), suit, complaint, charge, litigation, arbitration, proceeding or appeal therefrom at law or in equity (civil, criminal, regulatory, administrative or otherwise, whether in contract, in tort or otherwise) commenced, brought, conducted or heard by or before any Governmental Authority.
 “ Adjusted Purchase Price ” has the meaning given to it in Section 2.01(c) .
 “ Adjustment Common Units Amount ” means an amount equal to $25,000,000.
 “ Adjustment Common Units ” means the number of WES Common Units (rounded down to the nearest whole unit) equal to the Adjustment Common Units Amount divided by the WES Common Unit Price.
 “ Affiliate ” with respect to any Person, means any other Person that 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 “ Controlled by ” and “ under common Control with ,” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through ownership of voting securities, by Contract or otherwise. Notwithstanding anything to the contrary in this definition or the Transaction Documents, (i) except with respect to Section 3.23 ( Certain Payments ), Section 3.24 ( Affiliate Transactions ), Section 6.02 ( Regulatory and Other Approvals ), Section 6.03 ( Access ), Section 6.04 ( Confidentiality Agreements ), Section 6.05 ( Insurance ), Section 6.07 ( Books and Records ), Section 6.13 ( Affiliate Transactions ), Section 6.14 ( Exclusivity ), Section 12.13 ( Non-Recourse ), the penultimate sentence of Section 6.12 and the definitions of “Indebtedness”, “Leakage”, and “Net Leakage”, no Morgan Stanley Persons shall be deemed an Affiliate of the Seller or any of the Seller’s Subsidiaries, and (ii) for purposes of Section 3.04(d) ( Financial Statements ), Section 3.11 ( Material Contracts ), Section 3.24 ( Affiliate Transactions ), Section 6.01 ( Interim Period Operations ), Section 6.13 ( Affiliate Transactions ), and the definitions of “Leakage” and “Net Leakage”, BM and its Affiliates shall be deemed an Affiliate of the Seller and prior to the Closing, the Company Group. For avoidance of doubt, each member of the Company Group shall be an Affiliate of the Seller prior to the Closing, and each member of the Company Group shall be an Affiliate of the Purchaser from and after the Closing. Notwithstanding anything to the contrary in this definition or in the other Transaction Documents, the Purchaser Parties’ “Affiliates” shall include only the General Partner, WES and each of their respective Subsidiaries.
 “ Agreed Tax Treatment ” has the meaning given to it in Section 9.07(a) .
 “ Agreement ” has the meaning given to it in the preamble.
 “ Allocation ” has the meaning given to it in Section 9.07(b) .
 “ Alternative Proposal ” has the meaning given to it in Section 6.14(a)(i) .
 “ Antitrust Laws ” means the HSR Act, the Sherman Act, the Clayton Act, the Federal Trade Commission Act and any other Laws that are designed or intended to prohibit, restrict or regulate

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 actions having the purpose or effect of monopolization, restraint of trade or lessening of competition through merger or acquisition.
 “ Assets ” means all business, assets and properties of every kind, nature, character and description (whether real, personal or mixed, whether tangible or intangible and wherever situated), including the goodwill related thereto, operated, owned or leased by the Company Group. With respect to the Company Group, “ Assets ” includes all of the assets and properties of the Company Group, including all right, title and interest of the Company Group in and to: (i) the oil and gas gathering assets, the interconnects and processing assets, the terminalling assets, the condensate gathering and stabilization assets, the gas treating equipment and facilities, the compression assets, the dehydration assets, and other associated infrastructure assets described on, or depicted on the maps shown on Exhibit A (the “ Gathering System ”); (ii) (A) all fixtures, improvements and other personal, movable and mixed property, including all structures and equipment, operational and nonoperational, known or unknown associated with the Gathering System, and (B) all personal property attributable to the field operations of the other assets of the Company Group; (iii) all Easements, including the Easements described in Section 3.08(a) of the Disclosure Schedule; (iv) all Leases, including the Leases described in Section 3.08(a) of the Disclosure Schedule (v) all real property, including the real property described on Section 3.08(a) of the Disclosure Schedule; (vi) (A) all Contracts pertaining to the assets of the Company Group to which a member of the Company Group is party and all rights thereunder and (B) all Contracts attributable to the field operations of the assets of the Company Group, including the Material Contracts; (vii) all Permits; and (viii) all Books and Records; provided , that the Excluded Assets shall not be considered Assets.
 “ Assignment Agreement ” has the meaning given to it in Section 2.03(d) .
 “ Base Purchase Price ” means $1,600,000,000.
 “ Benefit Period ” has the meaning given to it in Section 6.11(b) .
 “ Benefit Plan ” means each (a) “employee benefit plan,” as such term is defined in Section 3(3) of ERISA (whether or not such plan is subject to ERISA), and (b) pension, profit-sharing, savings, retirement, incentive compensation, bonus, commission or deferred compensation, retention, severance, termination or change in control, equity purchase, equity option, phantom equity or other equity-based compensation, vacation practice or other paid time off, disability, death benefit, group insurance, hospitalization, medical, dental, life or other employee benefit, fringe benefit or compensation plan, program, arrangement, agreement, policy or commitment which is not described in clause (a) above.
 “ BM ” has the meaning set forth of Section 1.01(g) of the Disclosure Schedule.
 “ BM Condition ” has the meaning given to it in Section 11.06 .
 “ BM Management ” has the meaning set forth of Section 1.01(g) of the Disclosure Schedule.
 “ BM Holdings ” has the meaning set forth of Section 1.01(g) of the Disclosure Schedule.

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 “ Books and Records ” means all documents, instruments, papers, books and records, books of account, files, data and certificates, whether written or electronically stored, of any Company Group member or in any Company Group member’s possession or reasonable control of the Company Group, including (i) land, lease and title records (including abstracts of title, title opinions and title curative documents); (ii) contract files; (iii) operations, environmental, and accounting records; (iv) seismic records and surveys, gravity maps, electric logs and other geological and geophysical data and records (including all mapping and other interpretations thereof); (v) production and facility records and data; (vi) books and records or documents relating to Taxes of the Company Group; and (vii) the Organizational Documents of the Company Group. Notwithstanding the preceding sentence, “Books and Records” specifically excludes: (a) Seller’s or its Affiliates’ (other than the Company Group) business plans, strategies, cost and pricing information, supplier lists and records, proprietary training materials, insurance policy documents, and financial records to the extent that they address or reflect activities primarily outside of the Assets; (b) any of Seller’s or its Affiliates’ (other than the Company Group) company minute books and records, in each case that relate to Seller’s or its Affiliates’ business generally or other materials that do not primarily pertain to the Assets; and (c) materials related to the sales process undertaken by Seller and its Affiliates with respect to the Assets and bids received from others in connection with the transactions contemplated by this Agreement, including any materials and analysis (including financial analysis) prepared by Seller and its Affiliates in connection therewith.
 “ Brazos Permian II LLC Agreement ” means that certain Amended and Restated Limited Liability Company Agreement of the Seller, dated as of December 17, 2018.
 “ Breaching Party ” shall mean a Party (a “ Subject Party ”) who, at the time in question, is in Willful Breach, if (but only if), at such time in question, all conditions precedent to the obligations of the Subject Party to close as set forth in Article VII or Article VIII , as applicable, (a) have been satisfied (or waived in writing by the Subject Party) other than those conditions that can only be satisfied at the Closing, but subject to the other Party being ready, willing and able to satisfy such conditions at such time in question or (b) would have been fulfilled or satisfied except solely due to the Willful Breach by the Subject Party.
 “ Business ” means the development, ownership and operation by the Company Group of the Assets and other activities conducted by the Company Group that are incidental thereto, in each case, as of the Signing Date and during the 12-month period prior to the Signing Date.
 “ Business Day ” means a day other than Saturday, Sunday or any day on which banks located in the State of New York or the State of Texas are authorized or obligated to close.
 “ Business Employee ” means an employee on the payroll of a member of the Company Group as of the Signing Date.
 “ Capital Markets Transaction ” has the meaning given to it in Section 6.16(a) .
 “ CAPM Participant ” has the meaning given to it in Section 6.16(a).
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 “ Cash ” means all cash and cash equivalents, including marketable securities, any checks issued or received (but not yet deposited), any drafts and wires issued and any cash collateral accounts. “ Cash ” shall not include (i) customer deposits or (ii) any restricted cash, as determined in accordance with GAAP.

 “ Cash Purchase Price ” has the meaning given to it in Section 2.01(b)(i) .
 “ Casualty Estimate ” has the meaning given to it in Section 6.15(a) .
 “ Casualty Loss ” has the meaning given to it in Section 6.15(a) .
 “ Central Prevailing Time ” means the time of day in Houston, Texas.
 “ Claim Notice ” has the meaning given to it in Section 11.03(a) .
 “ Closing ” has the meaning given to it in Section 2.02 .
 “ Closing Cash ” means the aggregate amount of Cash of the Company Group as of the Effective Time, determined in accordance with GAAP, without giving effect to the Transactions.
 “ Closing Date ” means the date on which the Closing occurs.
 “ Closing Indebtedness ” means the aggregate amount of Indebtedness of the Company Group as of the Effective Time, determined in accordance with GAAP, without giving effect to the Transactions.

 “ Closing Net Leakage ” means Net Leakage from the Effective Time to the Closing Time.
 “ Closing Net Working Capital ” means Net Working Capital as of the Effective Time.
 “ Closing Time ” means 12:01 a.m. Central Prevailing Time on the Closing Date.
 “ Closing Transaction Expenses ” means the aggregate amount of Transaction Expenses as of the Closing Time.
 “ Code ” means the United States Internal Revenue Code of 1986, as amended.
 “ Common Units ” has the meaning ascribed to such term in the WES Partnership Agreement.
 “ Communication Act ” means the Communications Act of 1934, as amended.
 “ Communications Laws ” means the Communications Act and the rules, regulations and published orders of the FCC, as amended and including any court rulings issued upon review of such rules, regulations and orders, and any Laws of any other Governmental Authority regulating or overseeing communications facilities or communications services.
 “ Company ” has the meaning given to it in the recitals.

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 “ Company 401(k) Plan ” has the meaning given to it in Section 6.11(e) .
 “ Company Balance Sheet ” has the meaning given to it in Section 3.04(a) .
 “ Company Benefit Plan ” (i) any written Benefit Plan, and (ii) any other written plan, policy, or program, in each case, providing compensation or other employee benefits to any current or former director, officer or employee of any member of the Company Group, and which is maintained, sponsored or contributed to by any member of the Company Group and under which any member of the Company Group has any material obligation or liability, excluding any plan or program that is sponsored solely by a Governmental Authority or a multiemployer plan (as defined in Section 3(37) of ERISA) (a “ Multiemployer Plan ”).
 “ Company Financial Statements ” has the meaning given to it in Section 3.04(a) .
 “ Company Group ” means, collectively, the Company together with the Company Subsidiaries.
 “ Company Group Intellectual Property Rights ” means, collectively, all Intellectual Property owned or purported to be owned, in whole or part, by or licensed to a member of the Company Group and any rights of the Company Group to use such Intellectual Property.
 “ Company Group Interests ” means, collectively, the Company Interests, together with the Subsidiary Interests.
 “ Company Interests ” has the meaning given to it in the recitals.
 “ Company IT Systems ” means all computers, software, code, firmware, servers, workstations, routers, networks, hubs, switches, data communication lines and equipment, equipment which is reliant upon microchip technology, process and industrial control systems, telecommunications systems (including private branch exchanges), and other information technology equipment owned, leased, licensed or controlled by the Company Group in the conduct of the business of the Company Group.
 “ Company Subsidiaries ” means, collectively:
 (a)    Brazos CFP, LLC, a Texas limited liability company;
 (b)    Brazos Delaware Compression, LLC, a Texas limited liability company;
 (c)    Brazos Delaware Crude, LLC, a Texas limited liability company;
 (d)    Brazos Delaware Gas, LLC, a Texas limited liability company;
 (e)    Brazos Delaware Residue, LLC, a Texas limited liability company;
 (f)    Brazos Midstream Operating, LLC, a Texas limited liability company;
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 (g)    Brazos NGL Pipeline, LLC, a Texas limited liability company;
 (h)    Brazos Wrangler Midstream LLC, a Delaware limited liability company; and
 (i)    Texas Wrangler Midstream LLC, a Delaware limited liability company.
 “ Confidential Information ” has the meaning given to it in Section 6.04(b) .
 “ Confidentiality Agreements ” means that certain (a) Confidentiality Agreement by and between Brazos Midstream Holdings II, LLC and Western Midstream Operating, LP, dated March 5, 2025 and (b) Confidentiality Agreement by and between Brazos Midstream Holdings II, LLC and Western Midstream Operating, LP, dated April 23, 2026.
 “ Consents ” means any consents, approvals, exemptions, waivers, authorizations, filings, registrations or notifications.
 “ Continuing Employee ” means each Business Employee who is employed on the payroll of a member of the Company Group immediately prior to the Closing.
 “ Contract ” means any legally binding written or oral agreement, contract, lease, license, note, purchase order, evidence of indebtedness, or other legally binding commitment or undertaking (excluding, for the avoidance of doubt, any Permits), including all amendments, restatements, supplements or other modifications thereto.
 “ Corporate Encumbrances ” means, with respect to the Company Group Interests, (a) any transfer restrictions imposed by federal or state securities Laws, (b) any transfer restrictions contained in the Organizational Documents of the Company existing as of the Signing Date (which will be terminated, waived, complied with or conveyed in full to the Purchaser at the Closing, as applicable), (c) Liens created by this Agreement, or (d) Liens arising by, through or under the Purchaser or any of its Affiliates.
 “ COTS ” means generally available, commercial “off-the-shelf,” “click-wrap,” “shrink-wrap” or “browser-wrap” software (a) that is not customized and is licensed to any member of the Company Group in object code only and on a non-exclusive basis and (b) with a replacement cost or aggregate annual license and maintenance fee of not more than $150,000.
 “ Covered Persons ” has the meaning given to it in Section 6.06(a) .
 “ Credit Support Obligations ” means any letters of credit, guarantees, surety bonds and other credit support instruments issued or provided by the Seller or by any of the Seller’s Affiliates (other than the Company Group or any member thereof) in respect of obligations of the Company Group (or any member thereof), including those which are set forth in Section 1.01(a) of the Disclosure Schedule.
 “ Current Assets ” means, as of any time of determination, the current assets of the Company Group, in each case, as illustrated on and specifically including only the line items listed on Exhibit B under the heading “ Current Assets ” (excluding, for avoidance of doubt, (A) Cash,

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 (B) the portion of any prepaid expenses which the Purchaser will not receive the benefit of following the Effective Time, (C) receivables from any of the Company Group’s Affiliates and (D) Tax assets and deferred Tax assets, including any pending Tax refund claims, other than those included in Current Taxes), determined on a consolidated basis in accordance with GAAP and without giving effect to the Transactions, a sample calculation of which is set forth on Exhibit B under the heading “ Current Assets .”
 “ Current Liabilities ” means, as of any time of determination, the current liabilities of the Company Group, in each case, as illustrated on and specifically including only the line items listed on Exhibit B under the heading “ Current Liabilities ” (excluding, for avoidance of doubt, Taxes other than Current Taxes that are Non-Income Taxes, Indebtedness and Transaction Expenses), determined on a consolidated basis in accordance with GAAP and without giving effect to the Transactions a sample calculation of which is set forth on Exhibit B under the heading “ Current Liabilities.”
 “ Current Taxes ” means an amount equal to the sum of the (a) unpaid Taxes of any member of the Company Group for any current or immediately preceding taxable period (or portion thereof) accrued on or prior to the Effective Time, in each case (as applicable), calculated on any entity-by-entity basis or group-by-group basis, as applicable (i.e., deductions and losses of one member of the Company Group may not be used to offset income and gain of another member of the Company Group unless such offset actually reduces the taxable income or gain or Taxes of such other member of the Company Group or such members of the Company Group are part of the same affiliated, combined, consolidated, aggregate, unitary, or similar group for purposes of calculating such taxable income or gain or Taxes) and a jurisdiction-by-jurisdiction basis (including type of Tax-by-type of Tax basis in any jurisdiction), which amount shall be determined (1) by taking into account any estimated or prepaid Taxes, overpayments, credits, carryovers, carryforwards, refunds and similar tax attributes, in each case, solely to the extent that any such amounts have been fully paid or recognized, have actually been received or credited by the applicable member of the Company Group, and/or are currently available and able to be applied to reduce or eliminate the particular Tax liability, as the case may be, in accordance with applicable Law, but not below zero with respect to such Taxes, (2) in a manner consistent with Section 9.08 , (3) using the past practices, elections, and methods of the members of the Company Group in filing Tax Returns, unless inconsistent with applicable Law, (4) taking into account Transaction Tax Deductions to the extent provided in Section 9.02(c) , and (5) by excluding any Taxes primarily attributable to any affirmative action taken by Purchaser or any of its Affiliates (including any member of the Company Group) on or after the Closing Date outside of the ordinary course of business and not specifically contemplated to be undertaken pursuant to this Agreement, plus (b) any Taxes of a member of the Company Group with respect to deferred revenues arising in, or prepaid amounts received in, a taxable period (or portion thereof) ending on or prior to the Closing Date to the extent (x) such deferred revenue or prepaid amounts will not be recognized for Income Tax purposes in a taxable period (or portion thereof) ending on or prior to the Closing Date, (y) assets attributable to such deferred revenue or prepaid amounts are taken into account as Current Assets, and (z) such deferred revenues or prepaid amounts are not included as a Current Liability or otherwise reduced or offset in Net Working Capital, included in Indebtedness, or otherwise as a reduction for purposes of computing the Adjusted Purchase Price. Current Taxes in the aggregate, for any jurisdiction, or for any type of Tax in any jurisdiction cannot be an amount below zero.

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 “ D&O Insurance ” has the meaning given to it in Section 6.06(b) .
 “ Data Protection Laws ” means any Laws and guidelines from Governmental Authorities relating to privacy, data security, data protection, breach notification, sending solicited or unsolicited electronic mail and text messages, cookies, trackers and collection, processing, transfer, disclosure, sharing, storing, security and use of Personal Data as applicable in all relevant jurisdictions.
 “ Data Room ” means the electronic data room established by the Seller or the Company or their respective Representatives in connection with the transactions contemplated hereby titled “Project Bomber” hosted by NextGen Smart Room.
 “ Debt Financing ” has the meaning given to it in Section 6.16(a) .
 “ Dedication ” means any provision(s) in a Contract for midstream gathering, transportation, treating, dehydration, processing, fractionation, or similar services whereby a party thereto exclusively or partially dedicates hydrocarbons produced or owned by such party or its Affiliates to the other party for performance of services with respect thereto, regardless of whether such dedication is accompanied by a minimum volume commitment or similar take-or-pay concept.
 “ Defined Air Monitoring ” means the following visual, non-intrusive methods only:(a) optical gas imaging to observe gas leakage from equipment, flanges valves, seals, and other components of the Assets; (b) electro chemical sensors, laser technology, gas chromatographs to measure hydrogen sulfide (H2S) concentrations in ambient air, or other industry standard means; and (c) handheld radiation detectors or walkover surveys utilizing gamma radiation detectors to screen for the presence of NORM.
 “ Derivative Financial Instrument ” means any Contract to which the Company Group is a party with respect to any swap, collar, cap, put, call, floor, forward, future or derivative transaction or option or similar hedge transaction with respect to any commodities, currencies or interest rates.
 “ Designated Entities ” has the meaning given to it in Section 2.08 .
 “ Designated Equity ” has the meaning given to it in Section 2.08 .
 “ Disclosure Schedule ” means the disclosure schedule prepared by the Seller or the Purchaser Parties, as applicable, and attached to this Agreement.
 “ Dispute Notice ” has the meaning given to it in Section 2.05(b) .
 “ Dispute Period ” has the meaning given to it in Section 2.05(b) .
 “ Disputed Item ” has the meaning given to it in Section 2.05(b) .
 “ DLPA ” means the Delaware Revised Uniform Limited Partnership Act.
 “ Drag-Along Process ” has the meaning given to it in Section 6.23 .

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 “ Easement ” means any Contract granting an easement interest in any Real Property.
 “ Effective Time ” means the earlier of (a) the Closing Time and (b) 11:59 p.m. Central Prevailing Time on June 30, 2026.
 “ Emergency Operations ” means the operations necessary or advisable as a prudent operator to respond to or alleviate the imminent or immediate compromise of (a) the health or safety of any Person or the environment, or (b) the safety or operations of the Business and (c) the safety or integrity of the material property of any Person.
 “ Employee List ” has the meaning given to it in Section 3.13(a) .
 “ Engagement Date ” has the meaning given to it in Section 2.05(e) .
 “ Environmental Law ” means any Law, in effect on or prior to the Signing Date, relating to pollution, the protection of the environment, natural resources and natural resource damage, conservation of resources and wildlife protection, or the use, generation, handling, treatment, storage, disposal, recycling, manufacture, processing, presence, transportation, emission, discharge, response or remediation of, or exposure to (including human exposure), Hazardous Materials or Releases, and pipeline safety and integrity, process safety management and risk management planning, materials compatibility, contingency planning, including but not limited to the Clean Air Act, the Federal Water Pollution Control Act, the Oil Pollution Act of 1990, the Safe Drinking Water Act, the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, the Superfund Amendments and Reauthorization Act of 1986, the Resource Conservation and Recovery Act, the Hazardous and Solid Waste Amendments Act of 1984, the Toxic Substances Control Act of 1976, the Endangered Species Act of 1973, the National Historic Preservation Act of 1966, the Natural Gas Pipeline Safety Act of 1968, the Protecting our Infrastructure of Pipelines and Enhancing Safety Act of 2016 and 2020, each as amended from time to time, and analogous state and local counterparts.
 “ Environmental Permit ” means any Permit issued pursuant to any applicable Environmental Law.
 “ Equity Interests ” means, with respect to any Person that is not a natural person, (a) any capital stock, partnership interests (whether general or limited), membership interests, limited liability company interests and any other equity interests or share capital of such Person, (b) any warrants, Contracts or other rights or options to subscribe for or to purchase any capital stock, partnership interests (whether general or limited), membership interests or other equity interests or share capital of such Person, (c) any share appreciation rights, phantom share rights or other similar rights settled into capital stock with respect to such Person or its business and (d) any securities or instruments exchangeable for or convertible or exercisable into any of the foregoing or with any profit participation features with respect to such Person.
 “ ERISA ” means the Employee Retirement Income Security Act of 1974.

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 “ ERISA Affiliate ” means each Person treated at a relevant time as a single employer with Seller pursuant to Section 4001(b) of ERISA or Section 414(b), (c), (m) or (o) of the Code or a member of a “controlled group” within the meaning of Section 4001(a)(14) of ERISA.
 “ Escrow Agent ” means JPMorgan Chase Bank, N.A., or its successor, in its capacity as such pursuant to the Post-Closing Escrow Agreement.
 “ Estimated Closing Cash ” has the meaning given to it in Section 2.01(d) .

 “ Estimated Closing Indebtedness ” has the meaning given to it in Section 2.01(d) .
 “ Estimated Closing Net Leakage ” has the meaning given to it in Section 2.01(d) .
 “ Estimated Closing Net Working Capital ” has the meaning given to it in Section 2.01(d) .
 “ Estimated Closing Transaction Expenses ” has the meaning given to it in Section 2.01(d) .
 “ Estimated Purchase Price ” has the meaning given to it in Section 2.01(d) .
 “ Excess Payment ” has the meaning given to it in Section 2.06(a)(i) .

 “ Exchange Act ” means the U.S. Securities Exchange Act of 1934, as amended.
 “ Excluded Assets ” means the assets listed on Section 1.01(e) of the Disclosure Schedule.
 “ Facilities ” has the meaning given to it in Section 3.08(f) .
 “ FCC ” means the Federal Communications Commission, or any successor thereto.
 “ FCC Approval ” shall mean one or more final, non-appealable Orders issued by the FCC under the Communications Laws, that consents to or otherwise approves the transfer of control of each of the FCC Licenses in their entirety from the Seller to the Purchaser otherwise in form and substance reasonably satisfactory to each of the Parties.
 “ FCC Licenses ” shall mean, collectively, the licenses issued by the FCC that are used in the operation of the Business, including as listed on Section 3.06 of the Disclosure Schedule.
 “ FERC ” means the Federal Energy Regulatory Commission.
 “ Final Closing Cash ” has the meaning given to it in Section 2.05(e) .
 “ Final Closing Indebtedness ” has the meaning given to it in Section 2.05(e) .
 “ Final Closing Net Leakage ” has the meaning given to it in Section 2.05(e) .
 “ Final Closing Net Working Capital ” has the meaning given to it in Section 2.05(e) .
 “ Final Closing Transaction Expenses ” has the meaning given to it in Section 2.05(e) .
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 “ Final Post-Closing Adjustment Amount ” has the meaning given to it in Section 2.05(f) .
 “ Flow-Through Taxes ” means any Taxes (other than Seller Consolidated Group Taxes) determined on a flow-through basis ( i.e. , reported at the entity level but with respect to which the direct or indirect owners of the entity must report the income or taxable item or are otherwise required to pay a Tax and report on their respective Tax Returns).
 “ Flow-Through Tax Returns ” means any Tax Return related to Flow-Through Taxes.
 “ Forum ” has the meaning given to it in Section 12.11(b) .
 “ Fraud ” means an intentional misrepresentation or a concealment of a material fact by a Party in the making of any representation or warranty by the Party in Article III , Article IV or Article V (as modified by the Disclosure Schedules, as applicable), as applicable, or any certificate delivered pursuant to this Agreement, which is made with such Person’s actual knowledge that such representation or warranty is false when made and with the intent of inducing another Person to enter into or consummate this Agreement or to act or refrain from acting in justifiable reliance upon the false representation and warranty, and upon which such other Person has justifiably relied and such Person suffered damage by reason of such reliance; provided that Fraud does not include any fraud based on implied or imputed knowledge, constructive knowledge, negligent misrepresentation, recklessness, equitable fraud, unfair dealings fraud, promissory fraud or any similar theory under applicable Law.
 “ GAAP ” means generally accepted accounting principles in the United States of America.
 “ General Partner ” means Western Midstream Holdings, LLC, a Delaware limited liability company and the general partner of WES.
 “ Governmental Authority ” means any (a) federal, state, municipal, provincial, tribal or local (whether domestic or foreign) government (or department or subdivision thereof) and (b) federal, state, municipal, provincial, tribal or local (whether domestic or foreign) court of competent jurisdiction, commission, board, bureau, commission agency, or arbitration tribunal or other governmental, administrative or regulatory authority or instrumentality or other body administering alternative dispute resolution.
 “ Hazardous Material ” means any substances, materials or waste (a) which are regulated or for which Liability may be imposed by or pursuant to any Environmental Law and/or (b) included within statutory and/or regulatory definitions, designations, or listings of “hazardous substance,” “solid waste,” “special waste,” “oil and gas waste,” “hazardous waste,” “hazardous oil and gas waste,” “toxic substance,” “extremely hazardous substance,” “regulated substance,” “hazardous materials,” “pollutant,” “contaminant,” “air contaminant,” or “hazardous air pollutant” under any Environmental Law, and including petroleum and petroleum byproducts or compounds and other hydrocarbons and natural gas liquids, hydrogen sulfide, NORM, asbestos and asbestos containing materials, lead, polychlorinated biphenyls, and per-and-poly fluoroalkyl substances.
 “ HSR Act ” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976.

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 “ Hydrocarbon ” means natural gas or casinghead gas (and any other entrained natural gas liquids, condensate, crude oil, hydrocarbons, and associated inert constituents), and any other hydrocarbons produced or processed therefrom (and any combination and constituents thereof), including refined and intermediate petroleum products.
 “ Imbalances ” means any marketing imbalance between the quantity of Hydrocarbons required to be received and/or delivered by any Company Group member under any gathering, transportation, storage, processing (including any production handling and processing at a separation facility) or marketing Contract and the quantity of Hydrocarbons actually received and/or delivered by any Company Group member pursuant to the relevant Contract.
 “ Income Taxes ” means all Taxes of any member of the Company Group based upon, measured by, or calculated with respect to net income, net receipts or profits, or a margin of income, net receipts or profits, including franchise Taxes and any capital gains, alternative minimum income, and other similar income Taxes (and, for the avoidance of doubt, excluding any applicable Flow-Through Taxes).
 “ Indebtedness ” means, with respect to the Company Group, without duplication, (a) indebtedness for borrowed money or indebtedness issued or incurred in substitution or exchange for indebtedness for borrowed money, including all principal and interest, with respect thereto, whether short-term or long-term, whether secured or unsecured, (b) indebtedness evidenced by any note, bond, debenture, mortgage or other debt instrument or debt security (and whether or not convertible into any other security), (c) obligations under any performance bond, letter of credit, letter of guaranty provided in respect of indebtedness for borrowed money or to secure obligations of a third party or of the Seller or any of its Affiliates (other than the Company Group) or similar instrument, (d) obligations under any capital leases or financing lease arrangements that would be capitalized under GAAP, (e) any liabilities in respect of deferred purchase price for any asset, property, business or services with respect to which such Person is liable, contingently or otherwise, as obligor or otherwise for additional purchase price obligations, including in respect of any purchase price adjustments and including any vehicle loans, “earn-outs” and “seller notes”, (f) the net settlement amount of all obligations under any Derivative Financial Instruments, including interest rate swaps, collars, caps, hedging and other derivative and similar arrangements, (g) guarantees with respect to any indebtedness of any other Person of a type described in clauses (a) through (f) above, (h) any deferred revenue obligations arising from customer prepayments or deposits, (i) all fees, expenses, penalties, premiums, breakage costs and accrued interest thereon, if any, that are required to be paid by the Company Group in respect to any of the foregoing (including prepayment penalties, premiums or fees required to be paid in connection with the prepayment of any of the foregoing), (j) Current Taxes that are Income Taxes, (k) accrued capital and prepaid construction expenses or advances, and (l) all obligations of the type referred to in clause (i) of other Persons secured by any Lien on any Asset of the Company Group (whether or not such obligation is assumed by such Person). For the avoidance of doubt, Indebtedness shall not include (i) trade payables incurred in the ordinary course of business and included in Net Working Capital, (ii) any obligations under any performance bond, letter of guaranty or letter of credit, in each case, to the extent undrawn or uncalled as of the Closing, (iii) intercompany Indebtedness of the Company and the Company Subsidiaries listed on Section 1.01(f) of the Disclosure Schedule or (iv) any Indebtedness incurred by the Purchaser and its

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 Affiliates (and subsequently assumed by the Company or any Company Subsidiary) on the Closing Date.
 “ Indemnified Litigation Matters ” means the matters described in subsection (a) on Section 11.02 of the Disclosure Schedule.
 “ Indemnified Party ” has the meaning given to it in Section 11.03(a) .
 “ Indemnifying Party ” has the meaning given to it in Section 11.03(a) .
 “ Independent Accountant ” has the meaning given to it in Section 2.05(e) .
 “ Intellectual Property ” means all of the following whether arising under the Laws of the United States or of any other jurisdiction: (a) patents, patent applications (and patents issued thereon) and statutory invention registrations, including reissues, divisionals, continuations, continuations-in-part, extensions and reexaminations thereof, and all rights therein provided by international treaties or conventions; (b) Marks; (c) copyrights (including copyrights in computer programs, software, computer code, documentation, drawings, specifications and data), moral rights, mask work rights, in each case, whether or not registered, and registrations and applications for registration thereof, and all rights therein provided by international treaties or conventions; (d) confidential and trade secret information, including confidential information regarding inventions, processes, formulae, models, methodologies, proprietary rights, technology, improvements, know-how, technical and business information; (e) the right to sue and collect damages for any past infringement of any of the foregoing; and (f) all other intellectual and industrial property rights, whether or not subject to statutory registration or protection.
 “ Interim Company Balance Sheet ” has the meaning given to it in Section 3.04(a) .
 “ Interim Period ” means the period commencing on the Signing Date and ending upon the earlier to occur of the Closing or the termination of this Agreement in accordance with Article X .
 “ IRS ” means the United States Internal Revenue Service.
 “ Knowledge ” means, with respect to the Seller, the actual knowledge of any individual listed in Section 1.01(b) of the Disclosure Schedule, and, with respect to the Purchaser Parties, the actual knowledge of any individual listed in Section 1.01(c) of the Disclosure Schedule, in each case after reasonable inquiry of such Person’s direct reports.
 “ Law ” means any and all applicable laws (including common law), statutes, treaties, constitutions, rules, regulations, ordinances, codes (including the Code), Orders and other pronouncements of or adopted or ratified by any Governmental Authority (including applicable consent decrees or directives or judicial or administrative decisions issued by a Governmental Authority) having the effect of law. All references to “ Law ” shall be deemed to include any amendments thereto, and any successor Law, unless the context otherwise requires.
 “ Leakage ” means, except for any Permitted Leakage, to the extent attributable to the period between the Effective Time and the Closing Time, without duplication (including of any amounts

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 included in the actual calculations of the Adjusted Purchase Price, including Current Taxes, Indebtedness, Net Working Capital, or Transaction Expenses), the aggregate amount of the following:
 (a)    the amount of any dividend or distribution declared, authorized, set aside or paid whether payable in cash, securities or other property, to or for the account of Seller or any of its Affiliates (other than any Company Group member) by any Company Group member or other payment (including any redemption, repurchase or repayment of share or loan capital), loans or financial benefits of any kind that have been made to or for the benefit of the Seller or its Affiliates (other than any Company Group members), by any Company Group member;
 (b)    the amount of any return of capital by any Company Group member to the Seller or any of its Affiliates (other than any Company Group members) or of any redemption, purchase or other acquisition of the Equity Interests of any Company Group member by any Company Group member;
 (c)     the amount of any payments by any Company Group member of any cash to or for the account of the Seller or its Affiliates (other than any Company Group member);
 (d)    the fair market value of any assets, rights or benefits sold or otherwise transferred by any Company Group member to the Seller or any Affiliate of the Seller (other than any Company Group members) (net of any proceeds received by (or receivable by) the Company Group members), other than any transfers of the Excluded Assets in accordance with this Agreement;
 (e)    the amount paid to purchase any asset by any Company Group member from the Seller or any Affiliate of the Seller (other than any Company Group members) to the extent (and only to the extent) such amount was less than the fair market value of such asset;
 (f)     the amount of any liabilities or obligations of Seller or any Affiliate of Seller (other than the Company Group) that are (i) unrelated to the ownership or operation of the Company Group or its Business or Assets and (ii) paid by any Company Group member (including any agreement or undertaking by the Company Group to assume, indemnify, guarantee or secure any such liability or obligation);
 (g)    the amount of any outstanding loan by any Company Group member to Seller or any Affiliate of the Seller (other than any Company Group members);
 (h)     the amount of any out-of-pocket cost paid by any Company Group member for or with respect to: (1) the cure or attempt to cure, without the Purchaser’s written consent, any breach by Seller or any Affiliate of Seller of its representations and warranties set forth in this Agreement where such breach would otherwise result in a failure of the Closing conditions to be satisfied, or (2) the cure or attempt to cure, without the Purchaser’s

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 written consent, any breach by the Seller or any Affiliate of the Seller of any of its covenants set forth in this Agreement;
 (i)    the amount of any management, monitoring or sponsor advisory fees paid by any Company Group member to the Seller or its Affiliates (other than any Company Group members);
 (j)    any prepayment premiums or other fees paid by the Company Group in connection with the prepayment and/or termination of any Indebtedness and any other payments made with respect to any Indebtedness of the Seller by the Company Group, other than any prepayment made at the Purchaser’s written direction or expressly required under the terms of this Agreement;
 (k)    the payment of any Transaction Expenses by the Company Group (to the extent not included in Current Taxes);
 (l)    the amount of any payment by any Company Group member pursuant to, and to the extent relating to, any agreement or undertaking by any Company Group member prior to Closing to do any of the matters set out above that survives the Closing, which amounts shall constitute Leakage whether paid before, at, or after the Closing (but after the Effective Time); and
 (m)    any Taxes incurred as a direct consequence of any of the foregoing items of Leakage.
 “ Lease ” means any Contract granting a leasehold interest in any Real Property.
 “ Liability ” means any and all debts, obligations, duties, guarantees or liabilities (INCLUDING STRICT LIABILITIES), claims, deficiencies, payments, charges, demands, judgments, or assessments of any nature (whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated and whether due or to become due), regardless of whether any such debts, obligations, duties, guarantees or liabilities would be required to be disclosed on a balance sheet prepared in accordance with GAAP.
 “ Lien ” means any mortgage, pledge, lien, charge, encumbrance, financing statement, hypothecation, security interest, easement, plat restriction or deed restriction, or other similar encumbrances or burdens or other similar property interests.
 “ Lookback Date ” means the date that is five (5) years prior to the Signing Date.
 “ Loss ” means any and all judgments, losses, Liabilities, damages, settlements, fines, penalties, costs and expenses, including reasonable attorneys’ fees and expenses of investigating, defending and prosecuting litigation, and including liabilities, costs, losses and damages for personal injury or death, property damage or environmental damage or remediation.
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 “ Marks ” means trademarks, service marks, trade names, service names, trade dress, logos, internet domain names and other identifiers of source, including all applications for registration or issuance of any of the foregoing, whether domestic or foreign, and all goodwill associated with the foregoing.
 “ Material Adverse Effect ” means (i) with respect to the Company Group, any change, event, occurrence, development, circumstance, fact, effect, or condition that, individually or in the aggregate with all other changes, events, occurrences, developments, circumstances, facts, effects or conditions, has had, or would reasonably be expected to have, a material adverse effect on the Company Group’s business, assets, liabilities, condition (financial or otherwise) or results of operations, taken as a whole, or (ii) with respect to the Seller, any change, event, occurrence, development, circumstance, fact, effect, or condition that would reasonably be expected to prevent, materially impede or materially delay the consummation of the Closing by the Seller; provided, however , that with respect to clause (i), none of the following, if occurring, either alone or in combination, shall constitute or be deemed to contribute to a Material Adverse Effect or shall otherwise be taken into account in determining whether a Material Adverse Effect has occurred or would reasonably be expected to occur: (a) changes generally affecting the economy or the industries or markets in which the Company Group operates, whether international, national, regional, state, provincial or local, (b) changes in international, national, regional, state, provincial or local wholesale or retail markets for crude oil, natural gas or other related products and operations, (c) changes in the operations or availability of gathering systems, processing facilities, pipelines, vessels, terminals or other facilities or equipment, in each case, that are not owned or operated by the Company Group, other than any such changes resulting from any breach by the Seller or any of its Affiliates (including any member of the Company Group) of a Contract, (d) changes in general regulatory, social or political conditions, including any acts of war (whether declared or undeclared), terrorist or other hostile activities, (e) any sequester, stoppage, shutdown, default or similar event or occurrence by or involving any Governmental Authority involving a national or federal government as a whole, (f) effects of weather, seismic activity or other meteorological events or natural disasters, (g) effects of any epidemic, pandemic or disease outbreak, escalation or general worsening thereof, or compliance with Laws, regulations, statutes, directives, pronouncements or guidelines issued by a Governmental Authority, the Centers for Disease Control and Prevention, the World Health Organization or industry group providing for business closures, “sheltering-in-place,” curfews or other restrictions that relate to, or arise out of, an epidemic, pandemic or disease outbreak or any change in such laws, regulations, statutes, directives, pronouncements or guidelines or interpretations thereof following the Signing Date, (h) any protest, riot, demonstration, public disorder, civil unrest or political instability (or any escalation or worsening of any protest, riot, demonstration, public disorder, civil unrest or political instability) and any response to such an event, (i) changes or adverse conditions in the financial, banking or securities markets, in each case, including any disruption thereof and any decline in the price of any security or any market index, (j) changes or prospective changes in Law or GAAP and the interpretation or enforcement thereof or any actions to comply with such changes, (k) the announcement, pendency, execution, delivery or performance of this Agreement or the other Transaction Documents or the consummation of the Transactions, (l) the failure by any member of the Company Group to meet any projections, forecasts, estimates or predictions in respect of revenues or other financial or operating metrics for any period ending before, on or after the

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 Signing Date ( provided, however , that this clause (l) shall not prevent a determination that any change or effect underlying such a failure has resulted in a Material Adverse Effect), (m) actions or omissions required to be taken or not taken by any member of the Company Group in accordance with this Agreement or the other Transaction Documents, including Section 6.01 and Section 6.10 , or consented to in writing by the Purchaser or any of its Affiliates, or (n) any fluctuations in the value of any currency or interest rates, provided , however , that, in the case of the foregoing clauses (a) through (j) and clause (n) , the extent (and only the extent) of such adverse effects (if any) shall be taken into account when determining whether a “Material Adverse Effect” has occurred or would occur to the extent that the Company Group, taken as a whole, is adversely affected in a materially disproportionate manner as compared to other participants in the oil and gas midstream industry in the United States.
 “ Material Contracts ” has the meaning given to it in Section 3.11 .
 “ Material Permits ” has the meaning given to it in Section 3.06 .
 “ Maximum Allowable Operating Pressure ” means, with respect to a given Asset, the lesser of: (a) the maximum pressure at which the Asset may be operated in compliance with applicable Laws (including 49 C.F.R. 192 to the extent applicable), or (b) the maximum pressure at which the Asset may be operated according to its manufacturer’s specifications for the conditions in which it is being operated.
 “ Morgan Stanley Persons ” means Morgan Stanley & Co., LLC and all private equity funds, portfolio companies, parallel investment entities, co-investment entities, managed accounts and alternative investment entities owned, managed, advised or Controlled by Morgan Stanley & Co., LLC or its Affiliates.
 “ Mutual Release ” has the meaning given to it in Section 2.03(e) .
 “ Nameplate Capacity ” means, with respect to a given Facility, the Facility designer’s nameplate-rated daily capacity for the Assets comprising such Facility, including, but not limited to, their respective treating or processing capacities, as applicable. For a Facility composed of multiple Assets with the same type of daily capacity (e.g. multiple trains at a gas processing plant), the “Nameplate Capacity” of the Facility shall be the sum of the individually rated capacities of the applicable Assets. Section 3.17(a) of the Disclosure Schedule contains the Nameplate Capacities of the Facilities and their constituent Assets, as applicable.
 “ Net Leakage ” means an amount, which may be positive or negative, equal to (a) the aggregate contributions of Cash to members of the Company Group by Seller or any of Seller’s Affiliates (expressly excluding the Company Group), minus (b) the aggregate amount of Leakage, in each case, during the period from the Effective Time until the Closing Time and determined on a consolidated basis in accordance with GAAP without giving effect to the Transactions. A sample calculation of Net Leakage is set forth on Exhibit B under the heading “ Net Leakage .”
 “ Net Working Capital ” means, as of any time of determination, an amount, which may be positive or negative, equal to (a) Current Assets, minus (b) Current Liabilities.

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 “ Non-Income Taxes ” means all Taxes other than Income Taxes.
 “ Nonparty Affiliate ” has the meaning given to it in Section 12.13 .
 “ NORM ” means naturally occurring radioactive material.
 “ Order ” means any order, writ, judgment, preliminary or permanent injunction, stipulation, determination, award or other legally enforceable requirement issued, made, rendered, adopted, promulgated, entered or imposed by, including any consent decree, settlement agreement or similar written agreement with, any Governmental Authority or arbitrator.
 “ Organizational Documents ” means with respect to any Person that is not a natural Person, the articles or certificate of incorporation or formation, bylaws, limited partnership agreement, partnership agreement or limited liability company agreement, as applicable, or such other governing or organizational documents of such Person.
 “ Outside Date ” means November 2, 2026; provided, however , that if the applicable waiting periods (and any extensions thereof) under the HSR Act have not expired or otherwise been terminated on or prior to such date but all other conditions to the Closing set forth in Article VII and Article VIII (other than those conditions that by their nature are to be satisfied by actions taken at the Closing) shall have been satisfied or waived, then the Outside Date will automatically be extended by additional thirty (30) day periods up to an aggregate one hundred twenty (120) days after the original Outside Date (or such later date as may be extended by mutual written agreement of the Parties).
 “ Party ” or “ Parties ” has the meaning given to it in the preamble.
 “ Payoff Documentation ” means, collectively, the Payoff Letters and all termination and release documentation reasonably necessary to provide for or evidence the release of all Liens securing the Indebtedness of the Company Group set forth on Section 2.03(a) of the Disclosure Schedule, including, if applicable, UCC termination statements, deed of trust, mortgage releases or intellectual property releases, in each case to the extent applicable.
 “ Payoff Letters ” has the meaning given to it in Section 2.03(a) .
 “ Permits ” means all authorizations, permits, licenses, tariffs, certificates, pre-qualifications, variances, registrations, consents, approvals, franchises, exemptions, and other authorizations required by Law and issued by any Governmental Authority (and any applications related to the foregoing).
 “ Permitted Leakage ” means any of the following payments or transactions made, or to be made, between the Seller or any Company Group member, on the one hand, and Affiliates of Seller, on the other hand:
 (a)     the cure or attempt to cure, without the Purchaser’s written consent, any breach by Seller or any Affiliate of Seller of its representations and warranties set forth in this Agreement solely to the extent first arising after the Effective Time and not otherwise prohibited pursuant

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 to the terms hereof, where such breach would otherwise result in a failure of the Closing conditions to be satisfied;
 (b)    transfers of the Excluded Assets in accordance with the terms and subject to the conditions of this Agreement;
 (c)    any payment obligations expressly contemplated under the Williams Agreement and made in the ordinary course of business; and
 (d)    any payments or transactions expressly contemplated by this Agreement or consented to in writing by the Purchaser.
 “ Permitted Liens ” means:
 (a)    with respect to the Assets and the Real Property owned by any member of the Company Group, any:
 (i)    mechanic’s, materialmen’s, laborer’s, workmen’s, repairmen’s, carrier’s and similar Liens, including statutory Liens that do not secure Indebtedness, in each case arising or incurred in the ordinary course of business, securing obligations that are (A) not due and payable or (B) being contested in good faith in appropriate Actions and for which adequate reserves have been established on the Company Financial Statements in accordance with GAAP;
 (ii)    statutory Liens for Taxes that are not yet due and payable or the amount or validity of which is being contested in good faith, and, in each case, for which adequate reserves have been established on the Company Financial Statements in accordance with GAAP;
 (iii)    purchase money Liens and Liens securing rental payments under capital lease arrangements granted in the ordinary course of business listed in Section 1.01(d) of the Disclosure Schedule;
 (iv)    pledges or deposits under workers’ compensation legislation, unemployment insurance Laws or similar Laws, in each case arising or incurred in the ordinary course of business;
 (v)     public roads, highways and waterways;
 (vi)    Liens arising under or created by any Material Contract (other than as a result of a breach or default under such Material Contract) that do not secure Indebtedness and that do not (in each case) materially impair or interfere with the current ownership or operation of the Business;
 (vii)    Liens created by the Purchaser’s (or any of its Affiliate’s or Representative’s) examination or inspection of the Company Group’s assets;
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 (viii)    Liens listed in Section 1.01(d) of the Disclosure Schedule; and
 (ix)    non-exclusive licenses granted by a Company Group member in the ordinary course of business to customers, vendors, or suppliers; provided such licenses are terminable upon thirty (30) days’ prior written notice or less;
 (b)    with respect to the Real Property and without limiting the foregoing, any:
 (c)    terms, conditions, restrictions, exceptions, reservations, limitations, easements, rights of way, restrictive covenants, encroachments, protrusions and other similar charges or encumbrances, defects and other irregularities in title and other matters contained in any document filed or recorded in the real property records of the appropriate county or parish to reflect title thereto, creating, transferring, limiting, encumbering or reserving or granting any rights in such Real Property or disclosed on or uncovered by any title commitment, title policy, title report or surveys made available to the Purchaser and that, in each case, do not materially impair or interfere with the applicable Company Group member’s current use, occupancy or value of the specific Real Property subject thereto;
 (d)     all mineral leases, mineral reservations, and mineral conveyances of record relating to any and all minerals in and under or that may be produced from any of the lands constituting part of the Real Property or from any other lands or properties on which any part of the respective assets or properties of the Company Group is located, and the rights of the holders or lessee thereof, in each case, do not materially impair or interfere with the current use, occupancy or value of the specific Real Property subject thereto;
 (e)    zoning, entitlement, building and other land use regulations imposed by any Governmental Authority having jurisdiction over the Real Property that are not violated by and that, in each case, do not materially impair or interfere with the current use, occupancy or value of the specific Real Property subject thereto;
 (f)    in the case of any Real Property of the Company Group that is not owned in fee by a member of the Company Group, any Liens to which the underlying fee or any other interest in the underlying leased premises or other lands is subject, including rights of the landlord under the lease or lands and all superior, underlying and ground leases and renewals, extensions, amendments or substitutions thereof that, in each case, do not materially impair or interfere with the applicable Company Group member’s current use, occupancy or value of the specific Real Property subject thereto; and
 (g)    Liens created by each Contract vesting any member of the Company Group with any right, title or interest in or possession of Real Property (other than Real Property owned in fee simple).
 “ Person ” means any natural person, corporation, general partnership, limited partnership, limited liability company, unlimited liability corporation, joint stock company, joint venture, union, association, proprietorship, company, trust, land trust, business trust or other business

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 organization, whether or not a legal entity, custodian, trustee, executor, administrator, nominee or entity in a representative capacity and any Governmental Authority.
 “ Personal Data ” means data or other information relating, directly or indirectly, to or linked or reasonably capable of being linked to an identified or identifiable natural person or household, where such data or other information is regulated under applicable Data Protection Laws, such as “personally identifying information,” “personal information,” “non-public personal information,” “personal data” and other similar terms as they are used in applicable Laws.
 “ Position Statement ” has the meaning given to it in Section 2.05(e) .
 “ Post-Closing Adjustment Amount ” means, as of any date of determination, an amount (which may be positive or negative) equal to (a) the sum of (i) Final Closing Net Working Capital, plus (ii) Final Closing Net Leakage, plus (iii) Final Closing Cash, minus (iv) Final Closing Indebtedness, minus (v) Final Closing Transaction Expenses, minus (b) the sum of (i) Estimated Closing Net Working Capital, plus (ii) Estimated Closing Net Leakage, plus (iii) Estimated Closing Cash, minus (iv) Estimated Closing Indebtedness, minus (v) Estimated Closing Transaction Expenses.
 “ Post-Closing Adjustment Escrow Account ” has the meaning given to it in Section 2.04(b) .
 “ Post-Closing Adjustment Escrow Amount ” means an amount equal to $15,000,000.
 “ Post-Closing Escrow Agreement ” has the meaning given to it in Section 2.03(c) .
 “ Post-Closing Escrow Amount ” means the Post-Closing Adjustment Escrow Amount and the Post-Closing Indemnity Escrow Amount, collectively.
 “ Post-Closing Indemnity Escrow Account ” has the meaning given to it in Section 2.04(b) .
 “ Post-Closing Indemnity Escrow Amount ” means an amount equal to $50,000,000.
 “ Post-Closing Indemnity First Escrow Release Date ” means the date that is the later to occur of (a) (i) the final settlement of the Indemnified Litigation Matters, (ii) the final exhaustion or expiration of all available appellate remedies in respect of the Indemnified Litigation Matters, or (iii) the final disposition by non-appealable order of a court of competent jurisdiction of the Indemnified Litigation Matters, and (b) January 30, 2027; provided that , in no event shall such date extend beyond the date that is the third anniversary of the Closing Date, subject to any then-unresolved good faith claims for indemnification made pursuant to Article XI ; provided further that the Post-Closing Indemnity First Escrow Release Date shall automatically occur upon satisfaction of the BM Condition; provided, further , that notwithstanding anything to the contrary herein, in no event shall the Post-Closing Indemnity First Escrow Release Date occur prior to the six (6) month anniversary of the Closing Date.
 “ Post-Closing Indemnity Second Escrow Release Date ” means the date that is the second anniversary of the Closing Date.

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 “ Post-Closing Statement ” has the meaning given to it in Section 2.05(a) .
 “ Pre-Closing Claim ” has the meaning given to it in Section 6.05 .
 “ Pre-Closing Statement ” has the meaning given to it in Section 2.01(d) .
 “ Pre-Closing Tax Period ” means any Tax period (or portion thereof) ending on or before the Closing Date.
 “ Pre-Closing Tax Returns ” has the meaning given to it in Section 9.02(a) .
 “ Pre-Closing Transfer(s) ” means the assignment and transfer of the Excluded Assets pursuant to (a) a bill of sale and assignment and assumption agreement by and among Brazos Midstream Operating, LLC, BM, BM Management and BM Holdings, in substantially the form attached hereto as Exhibit L , and (b) a trademark assignment agreement, by and among Brazos Midstream Holdings II, LLC, BM, and BM Management.
 “ Pre-Closing Transfer Documents ” has the meaning given to it in the recitals.
 “ Purchaser ” has the meaning given to it in the preamble.
 “ Purchaser 401(k) Plan ” has the meaning given to it in Section 6.11(e) .
 “ Purchaser Fundamental Representations ” means the representations and warranties set forth in Section 5.01 ( Organization ), Section 5.02 ( Authority ), Section 5.03(a)(i) ( No Conflicts ), Section 5.05 ( Acquisition as Investment ), Section 5.07 ( Broker’s Commissions ) and Section 5.09 ( Tax Matters ).
 “ Purchaser Indemnified Parties ” has the meaning given to it in Section 11.02 .
 “ Purchaser Material Adverse Effect ” means (i) with respect to the Purchaser or WES, any change, event, occurrence, development, circumstance, fact, effect, or condition that, individually or in the aggregate with all other changes, events, occurrences, developments, circumstances, facts, effects or conditions, has had, or would reasonably be expected to have, a material adverse effect on the Purchaser’s or WES’s business, assets, liabilities, condition (financial or otherwise) or results of operations, taken as a whole, or (ii) with respect to the Purchaser or WES, any change, event, occurrence, development, circumstance, fact, effect, or condition that would reasonably be expected to prevent, materially impede or materially delay the consummation of the Closing by the Purchaser or WES; provided, however , that with respect to clause (i), none of the following, if occurring, either alone or in combination, shall constitute or be deemed to contribute to a Purchaser Material Adverse Effect or shall otherwise be taken into account in determining whether a Purchaser Material Adverse Effect has occurred or would reasonably be expected to occur: (a) changes generally affecting the economy or the industries or markets in which the Purchaser or WES operates, whether international, national, regional, state, provincial or local, (b) changes in international, national, regional, state, provincial or local wholesale or retail markets for crude oil, natural gas or other related products and operations, (c) changes in the operations or availability of gathering systems, processing facilities, pipelines, vessels, terminals or other facilities or

 23

 equipment, in each case, that are not owned or operated by the Purchaser or WES, other than any such changes resulting from any breach by the Purchaser or WES or any of their Affiliates of a Contract, (d) changes in general regulatory, social or political conditions, including any acts of war (whether declared or undeclared), terrorist or other hostile activities, (e) any sequester, stoppage, shutdown, default or similar event or occurrence by or involving any Governmental Authority involving a national or federal government as a whole, (f) effects of weather, seismic activity or other meteorological events or natural disasters, (g) effects of any epidemic, pandemic or disease outbreak, escalation or general worsening thereof, or compliance with Laws, regulations, statutes, directives, pronouncements or guidelines issued by a Governmental Authority, the Centers for Disease Control and Prevention, the World Health Organization or industry group providing for business closures, “sheltering-in-place,” curfews or other restrictions that relate to, or arise out of, an epidemic, pandemic or disease outbreak or any change in such laws, regulations, statutes, directives, pronouncements or guidelines or interpretations thereof following the Signing Date, (h) any protest, riot, demonstration, public disorder, civil unrest or political instability (or any escalation or worsening of any protest, riot, demonstration, public disorder, civil unrest or political instability) and any response to such an event, (i) changes or adverse conditions in the financial, banking or securities markets, in each case, including any disruption thereof and any decline in the price of any security or any market index, (j) changes or prospective changes in Law or GAAP and the interpretation or enforcement thereof or any actions to comply with such changes, (k) the announcement, pendency, execution, delivery or performance of this Agreement or the other Transaction Documents or the consummation of the Transactions, (l) the failure by the Purchaser or WES to meet any projections, forecasts, estimates or predictions in respect of revenues or other financial or operating metrics for any period ending before, on or after the Signing Date ( provided, however , that this clause (l) shall not prevent a determination that any change or effect underlying such a failure has resulted in a Purchaser Material Adverse Effect), (m) actions or omissions required to be taken or not taken by the Purchaser or WES in accordance with this Agreement or the other Transaction Documents, or (n) any fluctuations in the value of any currency or interest rates, provided , however , that, in the case of the foregoing clauses (a) through (j) and clause (n) , the extent (and only the extent) of such adverse effects (if any) shall be taken into account when determining whether a “Purchaser Material Adverse Effect” has occurred or would occur to the extent that the Purchaser or WES, as applicable, is adversely affected in a materially disproportionate manner as compared to other participants in the oil and gas midstream industry in the United States.
 “ Purchaser Parent Company ” means, collectively, WES and Western Midstream Operating, LP.
 “ Purchaser Party ” and “ Purchaser Parties ” have the meanings given to them in the preamble.
 “ R&W Policy ” means the purchaser-side representations and warranties insurance policy, to be issued in accordance with the conditional binder agreement attached hereto as Exhibit D . The term “R&W Policy” shall also include any excess representations and warranties insurance policies providing coverage excess of the policy attached to the conditional binder agreement attached hereto as Exhibit D .
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 “ Real Property ” means all real property used or held for use by the Company Group (including real property owned in fee, easement or leasehold interests, and any and all improvements located thereon and fixtures attached thereto) in connection with the ownership and operation of the Business.
 “ Registered Intellectual Property Rights ” means (i) patents, registered copyrights, registered Marks, and all applications for registration or issuance of any of the foregoing, issued by a Governmental Authority, whether domestic or foreign, and (ii) internet domain names registered with a domain name registrar.
 “ Registration Rights Agreement ” means the registration rights agreement, by and between the Seller and WES to be entered into at the Closing, which agreement shall be substantially in the form attached hereto as Exhibit H .
 “ Release ” means any release, spill, emission, leaking, pumping, depositing, pouring, placing, discarding, emptying, migrating, seeping, escaping, leaching, dumping, injection, disposal, abandonment or discharge of any Hazardous Material into the environment.
 “ Remaining Items ” has the meaning given to it in Section 2.05(e) .
 “ Remedies Exception ” means (a) any bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar Laws affecting the rights and remedies of creditors generally and (b) the exercise of judicial or administrative discretion in accordance with general equitable principles, particularly as to the availability of the remedy of specific performance or other injunctive relief.
 “ Removal Deadline ” has the meaning given to it in Section 6.08 .
 “ Representatives ” means, with respect to any Person, its officers, directors, employees, managers, members, partners, equityholders, controlling persons, authorized agents, attorneys and professional advisors.
 “ Resolution Period ” has the meaning given to it in Section 2.05(d) .
 “ Restoration Costs ” means, with respect to a Casualty Loss occurring after the Signing Date but prior to Closing, the cost of (a) restoring, repairing, or replacing all or a damaged or destroyed portion of the Asset(s) to a condition reasonably comparable to the such prior condition immediately prior to such Casualty Loss, including (i) lost profits and business interruption of such kind as may be reimbursable or covered under any of the insurance policies listed in Section 3.14(a) of the Disclosure Schedule, irrespective of limits, and (ii) any penalties, damages or other payments required to be made under any Contract due to the breach thereof as a result of such Casualty Loss and (b) mitigation, clean up and remediation of any release of Hazardous Material from any portion of the Assets of the Company Group as a result of such Casualty Loss.
 “ Restricted Units ” means the Adjustment Common Units.
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 “ Restrictive Covenant Agreement ” means with respect to the individuals listed on Section 2.03(h) of the Disclosure Schedule, a restrictive covenant agreement, by and between each such individual and the Purchaser, such restrictive covenant agreement entered into as of the Signing Date, in substantially the form attached as Exhibit I.
 “ Revolving Credit Facility ” means that certain Revolving Credit Agreement, dated February 9, 2023, by and among the Seller as the parent guarantor, the Company as the borrower, the lenders party thereto from time to time and Barclays Bank PLC as administrative agent and collateral agent, in each case, as the same may be as amended, supplemented or otherwise modified from time to time.
 “ SALT Election ” means any election under applicable state or local Income Tax Law made by or with respect to any member of the Company Group, pursuant to which such member of the Company Group will incur or otherwise be liable for any state or local Income Tax liability under applicable state or local Income Law that would have been borne (in whole or in part) by the direct or indirect equity owners of such member of the Company Group had no such election been made.
 “ Sarbanes-Oxley Act ” has the meaning given to it in Section 5.12 .
 “ SEC ” means the United States Securities and Exchange Commission.
 “ Seller ” has the meaning given to it in the preamble.
 “ Seller Consolidated Group ” means any affiliated, combined, consolidated, unitary or similar group with respect to any Taxes, including any affiliated group within the meaning of Section 1504 of the Code electing to file consolidated U.S. federal Income Tax Returns and any similar group under state or local Law, of which each of (a) any member of the Company Group and (b) Seller or any Affiliate thereof (other than a member of the Company Group), is or was a member on or prior to the Closing Date.
 “ Seller Consolidated Tax Returns ” means any Tax Return of a Seller Consolidated Group.
 “ Seller Fundamental Representations ” means the representations and warranties set forth in Section 3.01 ( Organization; Good Standing ), Section 3.02(a)(i) ( No Conflicts ), Section 3.03 ( Company and Subsidiary Interests ), Section 3.10(u) ( Tax Classification ), Section 3.15 ( Broker’s Commissions ), Section 3.19 ( Preferential Rights ), Section 3.24 ( Affiliate Transactions ), Section 4.01 ( Organization; Good Standing ), Section 4.02 ( Authority ), Section 4.04 ( Ownership of the Company Interests ) and Section 4.07 ( Broker’s Commissions ).
 “ Seller Marks ” means any Marks owned, used or held for use by the Seller, any of its Affiliates or any of the Company Group members, including the name “Brazos” or other confusingly similar variation thereof, or constituting an abbreviation, derivation or extension thereof.
 “ Shared Services Agreement ” means that certain Shared Services Agreement, dated as of November 1, 2021, by and between Brazos Midstream Operating, LLC and BM, as amended.

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 “ Shared Services Termination ” has the meaning given to it in the recitals.

 “ Shortfall Payment ” has the meaning given to it in Section 2.06(a)(ii) .

 “ Side Letter ” means that certain side letter, dated as of the Signing Date, by and among the Seller, the Purchaser Parties and Brazos Midstream Holdings II, LLC.

 “ Signing Date ” has the meaning given to it in the preamble.
 “ Specified Liabilities ” has the meaning given to it in Section 11.02(a) .
 “ Straddle Period ” means any taxable period that begins before and ends after the Effective Time.
 “ Subject Party ” has the meaning given to it in the definition of “ Breaching Party ”.
 “ Subsidiary ” means, with respect to a Person, any corporation, association, partnership, limited liability company, joint venture or other business or corporate entity, enterprise or organization of which the management is directly or indirectly (through one or more intermediaries) controlled by such Person or 50% or more of the Equity Interests in which is directly or indirectly (through one or more intermediaries) owned by such Person.
 “ Subsidiary Interests ” has the meaning given to it in the recitals.
 “ Successor Benefit Plans ” has the meaning given to it in Section 6.11(d) .
 “ Tax ” or “ Taxes ” means taxes or other governmental charges in the nature of a tax imposed by any Governmental Authority, including all gross or net income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental, customs duties, equity, franchise, profits, withholding, social security, unemployment, disability, real property, personal property, sales, use, transfer, registration, value added, alternative or add-on minimum, escheat, unclaimed property or other similar governmental charge in the nature of a tax, together with any interest, penalty or addition thereto, whether disputed or not and whether payable directly or by withholding, and including any Liability for the payment of any such amount as a result of being or having been a member of an affiliated, consolidated, combined or unitary group, successor or transferor Liability, Contract, operation of Law or otherwise.
 “ Tax Proceeding ” has the meaning given to it in Section 9.03 .
 “ Tax Return ” means any return, report, declaration, claim for refund, or information return or statement required to be filed with a Taxing Authority with respect to Taxes, including any schedule or attachment thereto and any amendment thereof.
 “ Taxing Authority ” means, with respect to any Tax, the Governmental Authority or political subdivision thereof that imposes such Tax, and the agency (if any) charged with collection of such Tax for such entity or subdivision.
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 “ Term Loan ” means that certain Term Loan Credit Agreement, dated as of February 9, 2023, among the Seller as parent guarantor and the Company as borrower for the benefit of Barclays Bank, PLC as Administrative Agent and Collateral Agent.
 “ Third-Party Claim ” has the meaning given to it in Section 11.03(b) .
 “ Transaction Documents ” means this Agreement, the Side Letter, the Assignment Agreement, the Mutual Release, the Post-Closing Escrow Agreement, the Registration Rights Agreement, the Transition Services Agreement, the Restrictive Covenant Agreements, the Shared Service Termination Agreement, the Pre-Closing Transfer(s) Documents and all other documents and certificates delivered or required to be delivered pursuant to any of the foregoing.
 “ Transaction Expenses ” means, without duplication (including of any amounts included in the actual calculations of the Adjusted Purchase Price, including Current Taxes, Indebtedness, Net Leakage or Current Liability used in the calculation of Net Working Capital), the following: (a) all fees, costs and expenses (including fees, costs and expenses of third-party advisors, legal counsel, investment bankers, advisors, consultants and data room administrators and expert fees and other costs and expenses of other representatives) incurred by or on behalf of the Company Group in connection with the negotiation of this Agreement and the other agreements contemplated hereby and the consummation of the Transactions (including whether invoiced before or after the Closing or which become payable due to the Closing and remain outstanding or unpaid after the Closing), including all out-of-pocket fees and expenses of the Seller’s legal counsel and Jefferies LLC, (b) all (i) transaction, retention, success, sale, or change in control bonuses or payments, and (ii) severance payments or any other compensation or benefits, in each case of (i) and (ii) for any current or former Business Employees, including any Transferring Employees, that become payable by any member of the Company Group as the result of or in connection with the Closing, together with, in the case of this clause (b) , the employer portion of all employment and payroll Taxes payable thereon, (c) 50% of the fees of the Escrow Agent; (d) the cost of the D&O Insurance “tail” policy pursuant to Section 6.06(b) , (e) 50% of the filing fees under the HSR Act or other Antitrust Laws and (f) liability of the Company Group for Taxes with respect to the payment of the foregoing (without duplication with clause (b)) with respect to the foregoing; provided that in no event shall Transaction Expenses include (i) any payments made or required to be made pursuant to arrangements entered into by, or at the written direction of, Purchaser or any of its Affiliates, (ii) the costs and expenses of the R&W Policy or (iii) any severance payments to any Continuing Employees expressly contemplated to be paid by the Purchaser or its Affiliates in Section 6.11(c) .
 “ Transaction Tax Deductions ” means, without duplication, any Tax deductions that are deductible with respect to any of the members of the Company Group or the direct or indirect owners thereof under applicable Tax Law as a result of (a) the payment or incurrence of any amounts used in the computation of consideration paid pursuant to the Transaction Documents (including Net Leakage, Transaction Expenses or as a Current Liability used in the computation of Net Working Capital), (b) the repayment or other satisfaction of the Indebtedness (including any fees, expenses, premiums, penalties and similar amounts with respect thereto), or (c) the payment or incurrence of any other amounts by any member of the Company Group in connection with the Transactions.

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 “ Transactions ” means the transactions contemplated by this Agreement and the other Transaction Documents.
 “ Transfer Taxes ” has the meaning given to it in Section 9.01 .
 “ Transferring Employee ” has the meaning given to it in Section 6.11(a) .
 “ Transition Services Agreement ” has the meaning given to it in Section 2.03(f) .
 “ Treasury Regulations ” means the final or temporary regulations promulgated by the U.S. Department of the Treasury under the Code.
 “ Union ” has the meaning given to it in Section 3.13(k) .
 “ WES ” has the meaning given to it in the preamble.
 “ WES Balance Sheet Date ” has the meaning given to it in Section 5.13 .
 “ WES Common Unit Price ” means $41.26.
 “ WES Common Units ” has the meaning given to it in Section 2.01(b)(ii) .
 “ WES Filings ” has the meaning given to it in Section 6.17 .
 “ WES Guarantee ” has the meaning given to it in Section 6.21(a) .
 “ WES Guaranteed Obligations ” has the meaning given to it in Section 6.21(a) .
 “ WES Partnership Agreement ” means that certain Second Amended and Restated Agreement of Limited Partnership of WES, dated as of December 19, 2019, as the same may be amended or amended and restated from time to time.
 “ WES SEC Documents ” has the meaning given to it in Section 5.11(a) .
 “ Willful Breach ” means, with respect to any Party, that such Party willfully takes an action or refuses to perform or take an action in violation of this Agreement with the knowledge that such refusal or taking such action would cause or result in the breach of any material pre-Closing covenant or agreement applicable to such Party. If a Party is obligated hereunder to use its commercially reasonable efforts or best efforts to perform an action or to achieve a result, the intentional failure to use such commercially reasonable efforts or best efforts, as applicable, would constitute a willful and intentional breach of this Agreement. In addition, if all of the conditions in Article VII and Article VIII have been satisfied or waived (other than those conditions that by their nature are to be satisfied by actions taken at the Closing) and any Party fails to consummate the Transactions within three (3) Business Days following the date on which Closing should have occurred pursuant to Section 2.02 , then such Party that fails to consummate the Transactions shall be deemed to be in Willful Breach of this Agreement; provided that, notwithstanding anything to
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 the contrary in this Agreement, in no event shall a Party be in “ Willful Breach ” if the other Party is in material breach of this Agreement at the time this Agreement is terminated.
 “ Williams Agreement ” means that certain Base Contract for the Sale and Purchase of Natural Gas, dated December 17, 2018, by and between Brazos Delaware Gas, LLC and Williams Energy Resources LLC.
 “ Wire Transfer Instructions ” means the wire transfer instructions delivered by the Seller to the Purchaser in writing prior to the Closing Date.
 “ Working Capital Target ” means an amount equal to $14,300,000.
 Section 1.02 Rules of Construction .
 (a)    The Disclosure Schedule and the Exhibits attached to this Agreement constitute a part of this Agreement and are incorporated herein for all purposes. All Article, Section, Schedule and Exhibit references used in this Agreement and in the Disclosure Schedule are to Articles, Sections, Schedules and Exhibits to this Agreement unless otherwise specified.
 (b)    The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.
 (c)     If a term is defined as one part of speech (such as a noun), it shall have a corresponding meaning when used as another part of speech (such as a verb). Unless the context of this Agreement clearly requires otherwise, words importing the masculine gender shall include the feminine and neutral genders and vice versa. The words “includes” or “including” shall mean “including without limitation,” the words “hereof,” “hereby,” “herein,” “hereunder” and similar terms in this Agreement shall refer to this Agreement as a whole and not any particular Section or Article in which such words appear. Unless expressly provided to the contrary, the word “or,” “either” or “any” shall not be exclusive. The word “extent” in the phrase “to the extent” means the degree to which a subject or other theory extends and such phrase shall not mean “if.” The words “shall” and “will” are interchangeably used throughout this Agreement and shall accordingly be given the same meaning, regardless of which word is used. All currency amounts referenced herein are in United States Dollars unless otherwise specified. The singular shall include the plural and the plural shall include the singular wherever and as often as may be appropriate.
 (d)    Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. Whenever any action must be taken hereunder on or by a day that is not a Business Day, then such action may be validly taken on or by the next day that is a Business Day. Time shall be of the essence of this Agreement.
 (e)    All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP and shall be calculated in a manner consistent with that used in preparing the Company Financial Statements to the extent that the Company Financial Statements are prepared in accordance with GAAP.

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 (f)     Except as otherwise provided in this Agreement, any reference herein to any Law shall be construed as referring to such Law as amended, modified, codified or reenacted, in whole or in part, and in effect from time to time and references to particular provisions of a Law include a reference to the corresponding provisions of any prior or succeeding Law.
 (g)    Reference herein to any Contract shall be construed as referring to such Contract as amended, modified, restated or supplemented.
 (h)    Unless the context shall otherwise require, references to any Person include references to such Person’s successors and permitted assigns, and, in the case of any Governmental Authority, to any Persons succeeding to such Governmental Authority’s functions and capacities.
 (i)    Any reference to any federal, state, local or foreign Law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the context shall otherwise require. Reference herein to “federal” shall be construed as referring to U.S. federal.
 (j)    Reference herein to “default under,” “breach of” or other expression of similar import shall be deemed to be followed by the phrase “with or without notice or lapse of time, or both.”
 (k)    The Parties acknowledge and agree that this Agreement and all contents herein were jointly drafted by the Parties, and neither this Agreement nor any uncertainty or ambiguity herein shall be construed or resolved against either Party, whether under any rule of construction or otherwise.
 (l)     The phrase “made available,” “provided to,” “furnished to” or similar phrases in respect of documents being made available or provided to the Purchaser means that such document or other item of information was available to the Purchaser in the Data Room in connection with the Transactions on or prior to 5:00 p.m. Central Time on the Signing Date.
 (m)    Unless otherwise indicated, with respect to the Seller or the Company Group, the terms “ordinary course of business” or “ordinary course” shall be deemed to refer to the ordinary conduct of business in a manner consistent with the past practices of the Seller or the Company Group, as applicable.
 ARTICLE II
 PURCHASE AND SALE; CLOSING
 Section 2.01 Purchase and Sale of Company Interests .
 (a)    At the Closing, upon the terms and subject to the conditions set forth in this Agreement, the Seller shall sell, contribute, assign, transfer and convey to the Purchaser and WES, as the case may be, and the Purchaser and WES, as the case may be, shall purchase and acquire from the Seller, the Company Interests, free and clear of all Liens (other than Corporate Encumbrances).

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 (b)    The aggregate consideration for the sale and transfer of the Company Interests by the Seller to the Purchaser, in accordance with the terms and subject to the conditions set forth in this Agreement, shall be an aggregate amount equal to the Base Purchase Price, which shall be paid as follows and consist of the following at the Closing:
 (i)    the Purchaser shall pay to the Seller $800,000,000 (the “ Cash Purchase Price ”) in immediately available funds as cash consideration, subject to adjustment pursuant to Section 2.01(c) , in accordance with Section 2.04(a) ; and
 (ii)    subject to Section 2.01(e) and Section 2.08 and subject to adjustment pursuant to Section 2.01(c) , WES shall issue to the Seller in book-entry form certain Common Units at the WES Common Unit Price having an aggregate value of $800,000,000 (the “ WES Common Units ” and together with the Cash Purchase Price, the “ Purchase Price ”).
 (c)    The Purchase Price shall be subject to adjustment at Closing as follows (as adjusted, the “ Adjusted Purchase Price ”):
 (i)    the Purchase Price;
 (ii)     plus the amount, if any, by which the Estimated Closing Net Working Capital exceeds the Working Capital Target or minus the amount, if any, by which the Working Capital Target exceeds the Estimated Closing Net Working Capital;
 (iii)     minus (if the Estimated Closing Net Leakage is negative) or plus (if the Estimated Closing Net Leakage is positive) the absolute value of the Estimated Closing Net Leakage;
 (iv)     plus the amount of the Estimated Closing Cash;
 (v)     minus the amount of the Estimated Closing Indebtedness; and
 (vi)     minus the amount of the Estimated Closing Transaction Expenses.
 Notwithstanding anything to the contrary herein, with respect to any adjustments to the Purchase Price pursuant to this Section 2.01(c) , such adjustments shall first be made to the Cash Purchase Price (provided, however, in no event shall such adjustments cause the Cash Purchase Price to be less than the Post-Closing Escrow Amount); and thereafter, to the extent that there is not a sufficient amount of Cash Purchase Price to fund the Post-Closing Escrow Amount as a result of such adjustments, the WES Common Units.
 (d)     Not later than three (3) Business Days prior to the Closing Date, the Seller shall deliver to the Purchaser a statement in a form mutually agreed between the Parties (the “ Pre-Closing Statement ”) setting forth in reasonable detail its good faith estimates of the (i) (A) Closing Net Working Capital (the “ Estimated Closing Net Working Capital ”), (B) Closing Net Leakage (the “ Estimated Closing Net Leakage ”), (C) Closing Cash (the “ Estimated Closing Cash ”), (D) Closing Indebtedness (the “ Estimated Closing

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 Indebtedness ”), and (E) Closing Transaction Expenses (“ Estimated Closing Transaction Expenses ”), in each case, determined in accordance with GAAP, if applicable, and this Agreement and (ii) the Adjusted Purchase Price resulting from such estimates (the “ Estimated Purchase Price ”). Within two (2) Business Days after the Purchaser’s receipt of the Pre-Closing Statement, the Purchaser shall deliver to the Seller a written report containing all changes that the Purchaser proposes to be made to the Pre-Closing Statement together with the explanation therefor. The Parties shall in good faith attempt to agree in writing on the Pre-Closing Statement as soon as possible after the Seller’s receipt of the Purchaser’s report. The Pre-Closing Statement, as agreed upon in writing by the Parties, will be used to adjust the Adjusted Purchase Price at the Closing; provided , however , that if the Parties do not agree in writing upon any or all of the adjustments set forth in the Pre-Closing Statement, then the amount of such un-agreed adjustment or adjustments used to adjust the Adjusted Purchase Price at the Closing shall be that amount set forth in the Pre-Closing Statement delivered by the Seller to the Purchaser pursuant to this Section 2.01(d) . For the avoidance of doubt, neither the Purchaser’s failure to object to the Pre-Closing Statement prior to the Closing nor the Parties’ use of the Pre-Closing Statement for Closing purposes shall be deemed to constitute a final agreement on the items included therein, and the Purchaser shall not be precluded from disputing any such items following the Closing in accordance with Section 2.05 .
 (e)     Without limiting the Parties’ respective obligations under Section 6.01 and Section 6.20 , if, during the Interim Period, (x) any Purchaser Party effects (or any record date occurs with respect thereto) any (A) dividend or distribution on the Common Units in a form other than cash, (B) a subdivision (by split, recapitalization or otherwise) of Common Units, (C) combination or reclassification of Common Units into a different number of Common Units or (D) issuance of any securities by reclassification of Common Units (including any reclassification in connection with a merger, consolidation or business combination) or (y) any merger, consolidation, combination, reorganization or other transaction is consummated pursuant to which Common Units are converted to, or otherwise entitled to receive, cash, securities and/or other property or assets, then the number of Common Units to be issued to the Seller at the Closing shall be proportionately adjusted, including, for the avoidance of doubt, in the cases of clauses (x)(A), (x)(D) and (y) to provide for the receipt by the Seller, in lieu of or in addition to (as the case may be) any Common Units delivered at the Closing, the same number or amount of cash, securities and/or other property or assets as would have been received if each Common Unit to be delivered at the Closing had been outstanding at the time of such transaction described in clauses (x)(A), (x)(D) and (y) hereof. An adjustment made pursuant to the foregoing sentence shall become effective immediately after the record date in the case of a dividend and shall become effective immediately after the effective date in the case of a subdivision, split, combination, reorganization, reclassification or other similar transaction. For the avoidance of doubt, no adjustment shall be made pursuant to this Section 2.01(e) in respect of (i) issuances of Common Units or other equity securities of any Purchaser Party in exchange for cash or assets, (ii) issuances of Common Units or other equity securities of any Purchaser Party resulting from the vesting of any equity awards or the granting of any equity awards pursuant to any employee, director or other compensatory equity plan or arrangement, (iii) repurchases or redemptions of Common Units or other equity securities of any Purchaser Party, or (iv) cash distributions on Common Units.

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 Section 2.02 Closing . Subject to the satisfaction or, when permissible, waiver of the conditions set forth in Article VII and Article VIII , the consummation of the Transactions (the “ Closing ”) shall take place via electronic exchange of signatures at 10:00 a.m. Central Prevailing Time on the third Business Day after the last of the conditions set forth in Article VII and Article VIII (other than any such conditions which by their terms are not capable of being satisfied until the Closing) have been satisfied or, when permissible, waived, or on such other date and at such other time and place as the Parties mutually agree. The Closing shall be deemed to have occurred as of the Closing Time. Once the conditions set forth in Article VII and Article VIII have been satisfied or waived in writing by the applicable Party or Parties, the Parties shall proceed with the Closing in accordance with this Section 2.02 . All actions to be taken and all documents and instruments to be executed and delivered at Closing shall be deemed to have been taken, executed, and delivered simultaneously and, except as permitted hereunder, no actions shall be deemed taken nor any documents and instruments executed or delivered until all actions have been taken and all documents and instruments have been executed and delivered.
 Section 2.03 Closing Deliveries by the Seller to the Purchaser Parties . At the Closing, the Seller shall deliver, or shall cause to be delivered, to the Purchaser Parties:
 (a)    one or more customary payoff letters, in form and substance reasonably acceptable to the Purchaser in respect of the Indebtedness of the Company Group set forth on Section 2.03(a) of the Disclosure Schedule, which shall reflect the amount (including all principal, interest, fees, prepayment premiums and penalties, if any) necessary to satisfy in full such Indebtedness (such letter(s), the “ Payoff Letter ”) and providing for the release of all Liens relating thereto, subject only to payment of the payoff amounts included therein, and the other Payoff Documentation, in each case and to the extent applicable, in final and fully executed and authorized form, and, with respect to such other Payoff Documentation, subject to the conditions to release thereof as set forth in the Payoff Letter;
 (b)    evidence of the release of the UCC-1 transmitting utility financing statements on file with the Texas Secretary of State naming Jefferies Finance LLC, as secured party, and Brazos Wrangler and Texas Wrangler, respectively, as debtors (File No. 190005974186 and 190005974207 respectively);
 (c)    a counterpart of the escrow agreement, substantially in the form attached hereto as Exhibit C (the “ Post-Closing Escrow Agreement ”), duly executed by the Seller;
 (d)    a counterpart of the assignment agreement, substantially in the form attached hereto as Exhibit E (the “ Assignment Agreement ”), evidencing the assignment and transfer to the Purchaser of the Company Interests, duly executed by the Seller;
 (e)    a counterpart of the mutual release, substantially in the form attached hereto as Exhibit F (the “ Mutual Release ”), duly executed by the Seller;
 (f)     a counterpart of the transition services agreement, substantially in the form attached hereto as Exhibit G (the “ Transition Services Agreement ”), duly executed by the Seller;

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 (g)    a counterpart of the Registration Rights Agreement, duly executed by the Seller, and customary joinders to the Registration Rights Agreement, duly executed by each of the Designated Entities;
 (h)    to the extent not delivered as of the Signing Date, counterparts of the Restrictive Covenant Agreements, duly executed by the individuals listed on Section 2.03(h) of the Disclosure Schedule, as applicable;
 (i)    the officer’s certificate referenced in Section 7.03 ;
 (j)    the written resignations or removals from their respective officer, manager or director positions (and not from employment) of all directors, managers and officers of the Company Group, effective as of the Closing;
 (k)    good standing certificates or the equivalent for each member of the Company Group from the applicable Secretaries of State of each of their respective jurisdictions of formation and any jurisdictions in which they are qualified to do business, in each case, dated within ten (10) days of the Closing Date;
 (l)    duly executed copies of all consents and approvals required for the consummation of the Transactions contemplated by this Agreement and the Transaction Documents and set forth in Section 2.03(l) of the Disclosure Schedule, in each case in form and substance reasonably acceptable to the Purchaser;
 (m)    all consents, bank signatory cards or other approvals necessary in order to (1) permit any Persons specified by the Purchaser in writing to the Seller not later than ten (10) days prior to Closing to control, immediately following the Closing, the Company Group’s bank accounts, and (2) remove the authority or approval of all signatories thereto (unless the Purchaser, in writing, directs the Seller to allow any of such signatories to remain authorized to sign for such bank accounts) to control or access, immediately following the Closing and thereafter, such bank accounts;
 (n)    an IRS Form W-9 (or applicable successor form) from the Seller;
 (o)    to the extent not delivered as of the Signing Date, evidence of the (i) the Shared Services Termination and (ii) termination of that certain Business Opportunities Agreement, dated as of December 10, 2020, by and among Brazos Midstream Management II, LLC, NHIP Bison Holdings, LLC, Brazos Midstream Holdings II, LLC; and
 (p)    evidence of (i) the termination of Affiliate transactions and Contracts and (ii) the consummation of the Pre-Closing Transfer(s), in each case, in accordance with Section 6.13 .
 Section 2.04 Closing Deliveries by the Purchaser Parties to the Seller . At the Closing, the Purchaser Parties, as applicable, shall deliver, or shall cause to be delivered, to the Seller:
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 (a)    payment of the Estimated Purchase Price less the Post-Closing Escrow Amount, to the Seller by the Purchaser by wire transfer of immediately available funds in accordance with the Wire Transfer Instructions;
 (b)    payment of the Post-Closing Adjustment Escrow Amount by the Purchaser by wire transfer of immediately available funds to the account designated in writing by the Escrow Agent (the “ Post-Closing Adjustment Escrow Account ”) and payment of the Post-Closing Indemnity Escrow Amount by the Purchaser by wire transfer of immediately available funds to the account designated in writing by the Escrow Agent (the “ Post-Closing Indemnity Escrow Account ”);
 (c)     payment by the Purchaser of the amounts set forth in the Payoff Letters delivered pursuant to Section 2.03(a) to the accounts of the applicable lenders or other parties as set forth in the Payoff Letters, which payment shall be made following the payment described in Section 2.04(a) and shall be deemed to have occurred following the assignment and transfer to the Purchaser of the Company Interests in accordance with the Assignment Agreement;
 (d)    evidence of the issuance by WES to the Seller of the WES Common Units;
 (e)    a counterpart of the Post-Closing Escrow Agreement, duly executed by the Purchaser;
 (f)    a counterpart of the Assignment Agreement, duly executed by the Purchaser;
 (g)    a counterpart of the Mutual Release, duly executed by the Purchaser;
 (h)    a counterpart of the Transition Services Agreement, duly executed by the Purchaser;
 (i)    a counterpart of the Registration Rights Agreement, duly executed by WES;
 (j)    counterparts of the Restrictive Covenant Agreements, duly executed by the Purchaser; and
 (k)    the officer’s certificate referenced in Section 8.03 .
 Section 2.05 Post-Closing Purchase Price Adjustment.
 (a)     Not later than ninety (90) days after the Closing Date, the Purchaser shall deliver to the Seller a statement in a form mutually agreed between the Parties setting forth, in reasonable detail, the Purchaser’s calculations, as of the Closing Date of the (i) Closing Net Working Capital, (ii) Closing Net Leakage, (iii) Closing Cash, (iv) Closing Indebtedness, (v) Closing Transaction Expenses and (vi) the resulting Post-Closing Adjustment Amount (such calculation, the “ Post-Closing Statement ”) and if reasonably requested by the Seller, the work papers supporting such calculation to enable a review thereof by the Seller. The Post-Closing Statement shall be unaudited and prepared in accordance with GAAP. The Post-Closing
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 Statement shall be based exclusively on the facts and circumstances as they exist prior to the Closing.
 (b)    The Seller shall have thirty (30) days from the date the Purchaser delivers the Post-Closing Statement to the Seller (such period, the “ Dispute Period ”) to notify the Purchaser in writing as to whether the Seller agrees or disagrees with the Purchaser’s calculation of any of the amounts reflected on the line items of the Post-Closing Statement (such written notice, the “ Dispute Notice ” and each such item, a “ Disputed Item ”); provided , however , that in each case the Seller shall notify the Purchaser in writing of each Disputed Item and specify in reasonable detail the amount in dispute and the basis therefor. During the Dispute Period, the Purchaser shall make available or cause to be made available to the Seller and its accountants (during regular business hours and upon reasonable prior notice), at the Seller’s sole cost and expense, (i) the Books and Records relating to the Post-Closing Statement and (ii) Purchaser’s accounting personnel and advisors responsible for preparing the Post-Closing Statement, in each case, as reasonably requested by the Seller. In the event that the Purchaser fails to pr…

EX-4.1 · exhibit41wesregistrationri.htm

EX-4.1
 3
 exhibit41wesregistrationri.htm
 EX-4.1

 EXHIBIT 4.1

 Execution Version

 REGISTRATION RIGHTS AND LOCK-UP AGREEMENT
 This Registration Rights and Lock-Up Agreement (this “ Agreement ”) is made and entered into as of June 11, 2026, by and between Western Midstream Partners, LP, a Delaware limited partnership (the “ Partnership ”), Brazos Permian II, LLC, a Delaware limited liability company (the “ Investor ”), and each of the other Holders (as defined below) from time to time party hereto.
 WHEREAS, this Agreement is being entered into pursuant to that certain Membership Interest Purchase Agreement, dated as of May 6, 2026 (the “ Purchase Agreement ”), by and among the Partnership, the Investor, and B-2 Holdings LLC, a Delaware limited liability company;

 WHEREAS, in connection with the closing of the transactions contemplated by the Purchase Agreement, on the date hereof, the Partnership will issue to the Investor 19,389,239 common units (the “ Issued Common Units ”) representing limited partner interests in the Partnership (“ Common Units ”), pursuant to the terms of the Purchase Agreement; and
  
 WHEREAS, as a condition to the obligations of the Partnership and the Investor under the Purchase Agreement, the Partnership and the Investor are entering into this Agreement for the purpose of granting certain registration and other rights to the Holders.

 NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto hereby agree as follows:
 ARTICLE I
DEFINITIONS
 Section 1.01    Definitions . As used in this Agreement, the terms set forth below shall have the following meanings:
 “ Affiliate ” means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with, such Person.  The term “control” (including the terms “controlled by” and “under common control with”) as used in this definition means the possession, directly or indirectly (including through one or more intermediaries), of the power or authority to direct or cause the direction of management, whether through the ownership of voting securities, by contract or otherwise.
 “ beneficially own ” (and related terms such as “beneficial ownership” and “beneficial owner”) shall have the meaning given to such term in Rule 13d-3 under the Exchange Act, and any Person’s beneficial ownership of securities shall be calculated in accordance with the provisions of such Rule. 
 “ Board ” means the Board of Directors of the General Partner.
 “ Business Day ” means any day, other than a Saturday or Sunday or a day on which commercial banks in New York City are required by law to be closed.
 “ Closing Date ” means the date of the consummation of the transactions contemplated by the Purchase Agreement.
 “ Commission ” means the Securities and Exchange Commission.

 “ Counsel to the Holders ” means with respect to any Piggyback Offering, the counsel selected by Holders holding at least 50% of the Issued Common Units that are Registrable Securities.
 “ Effective Date ” means the date that a Registration Statement filed pursuant to this Agreement is first declared effective by the Commission.
 “ Effectiveness Period ” means the period beginning on the Effective Date for a Registration Statement and ending at the time all Registrable Securities covered by such Registration Statement (or if such Registration Statement becomes unavailable, another Registration Statement) have ceased to be Registrable Securities.
 “ Exchange Act ” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
 “ FINRA ” means the Financial Industry Regulatory Authority.
 “ Form S-1 ” means Form S-1 under the Securities Act, or any other form hereafter adopted by the Commission for the general registration of securities under the Securities Act.
 “ Form S-3 ” means Form S-3 under the Securities Act, or any other form hereafter adopted by the Commission having substantially the same usage as Form S-3.
 “ General Partner ” means Western Midstream Holdings, LLC, a Delaware limited liability company and the general partner of the Partnership.
 “ Holder ” or “ Holders ” means the Investor and any holder of Registrable Securities to whom registration rights conferred by this Agreement have been transferred in compliance with Section 2.13 .  A Person shall cease to be a Holder hereunder at such time as it ceases to hold any Registrable Securities.
 “ NYSE ” means the New York Stock Exchange.
 “ Other Holder ” means any holder of Common Units other than a Holder.
 “ Person ” means an individual or corporation, partnership, limited partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.
 “ Proceeding ” means an action, claim, suit, investigation or proceeding (including, without limitation, an investigation or partial proceeding, such as a deposition), whether commenced or threatened.
 “ Prospectus ” means the prospectus included in a Registration Statement (including, without limitation, a prospectus that includes any information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A or 430B promulgated under the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by a Registration Statement, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.
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 “ Registrable Securities ” means, collectively, (a) the Issued Common Units and (b) any additional Common Units paid, issued or distributed in respect of any Issued Common Units by way of a unit split or distribution, or in connection with a combination of units, and any security into which such Common Units shall have been converted or exchanged in connection with a recapitalization, reorganization, reclassification, merger, consolidation, exchange, distribution or otherwise; provided , however , that as to any Registrable Securities, such securities shall cease to constitute Registrable Securities upon the earliest to occur of: (i) when a Registration Statement covering such securities becomes or has been declared effective by the Commission and such securities have been sold or disposed of pursuant to such effective Registration Statement; (ii) when such securities have been sold or disposed of pursuant to Rule 144 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect); (iii) when such securities have been sold or disposed of in a private transaction in which the transferor’s rights under this Agreement are not assigned to the transferee of such securities pursuant to Section 2.13 ; (iv) five years following the initial Effective Date of the initial Registration Statement filed pursuant to Section 2.01 or (v) such securities are no longer outstanding.
 “ Registration Expenses ” means all fees and expenses incident to the Partnership’s performance under or compliance with this Agreement to effect the registration of Registrable Securities on a Registration Statement pursuant to Section 2.01 , a Piggyback Offering covered under this Agreement, including, without limitation, all registration , filing, securities exchange listing and NYSE fees, all registration, filing, qualification and other fees and expenses of complying with securities or blue sky laws, FINRA fees, fees of transfer agents and registrars, reasonable fees and expenses incurred in connection with any “road show” for a Piggyback Offering, all word processing, duplicating and printing expenses, any transfer taxes not otherwise attributable to the sale of Registrable Securities, and the fees and disbursements of counsel and independent public accountants for the Partnership, including the expenses of any special audits or  “comfort” letters required by or incident to such performance and compliance.
 “ Registration Statement ” means any one or more registration statements of the Partnership filed under the Securities Act that covers the resale of any of the Registrable Securities pursuant to the provisions of this Agreement (including without limitation any registration statement relating to the offer and sale of Registrable Securities by Holders on a continuous or delayed basis pursuant to Rule 415), including the Prospectus, amendments and supplements to such registration statements, post-effective amendments, and all exhibits and all reports incorporated by reference or deemed to be incorporated by reference in such registration statements.
 “ Restricted Units ” has the meaning set forth in the Purchase Agreement.
 “ Rule 144 ” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.
 “ Rule 158 ” means Rule 158 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.
 “ Rule 415 ” means Rule 415 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.
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 “ Rule 424 ” means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.
 “ Securities Act ” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
 “ Selling Expenses ” means all (a) underwriting fees, discounts and selling commissions allocable to the sale of Registrable Securities, and (b) transfer taxes allocable to the sale of the Registrable Securities.
 “ Selling Shareholder Questionnaire ” means a selling shareholder questionnaire reasonably adopted by the Partnership from time to time.
 “ Trading Day ” means a day during which trading in the Common Units occurs in the Trading Market, or if the Common Units are not listed on a Trading Market, a Business Day.
 “ Trading Market ” means the NYSE or whichever national securities exchange on which the Common Units are listed or quoted for trading on the date in question.
 The terms set forth below shall have the meanings ascribed to them in the following sections of this Agreement:

 Defined Term
 Section Reference

 Advice
 Section 2.16

 Agreement
 Preamble

 Block Trade
 Section 2.02

 Common Units
 Recitals

 Financial Counterparty
 Section 2.02

 Indemnified Party
 Section 2.10(a)

 Indemnifying Party
 Section 2.10(a)

 Investor
 Preamble

 Legend Removal Documents
 Section 2.17

 Lock-Up Period
 Section 3.01

 Losses
 Section 2.07

 Opt-Out Notice
 Section 2.17

 Partnership
 Preamble

 Piggyback Notice
 Section 2.04(a)

 Piggyback Offering
 Section 2.04(a)

 Post-Offering Lock-up Period
 Section 2.07

 Purchase Agreement
 Recitals

 Suspension Period
 Section 2.03(a)

 Transfer
 Section 2.07

 Underwritten Offering
 Section 2.04(a)

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 ARTICLE II
 REGISTRATION RIGHTS
 Section 2.01      Shelf Registration.
 (a)    Within 60 days of the Closing Date, the Partnership shall use its commercially reasonable efforts to prepare and file a Registration Statement with the Commission covering the resale of all Registrable Securities that are not covered by an existing Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415.
 (b)    The Registration Statement filed with the Commission pursuant to this  Section 2.01 shall be on Form S-3 or, if Form S-3 is not then available to the Partnership, on Form S-1, which Form S-1 shall be converted to a Form S-3 at such time as the Partnership becomes so eligible, or such other form of registration statement as is then available to effect a registration for resale of the Registrable Securities, covering the Registrable Securities, and shall contain a Prospectus in such form as to permit any Holder covered by such Registration Statement to sell such Registrable Securities pursuant to Rule 415 at any time beginning on the Effective Date for such Registration Statement. The Partnership shall use commercially reasonable efforts to cause a Registration Statement filed pursuant to this Section 2.01 to be declared effective as soon as reasonably practicable thereafter.
 (c)    During the Effectiveness Period, the Partnership shall use its commercially reasonable efforts to cause a Registration Statement filed pursuant to this Section 2.01 to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available or, if not available, that another Registration Statement is available for the resale of the Registrable Securities without interruption until all Registrable Securities have ceased to be Registrable Securities. As soon as practicable following the Effective Date of a Registration Statement, but in any event within three Business Days of such date, the Partnership shall notify the Holders of the effectiveness of such Registration Statement. At the time it becomes effective, a Registration Statement (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and in the case of any Prospectus, will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
 (d)    A Registration Statement shall provide for the distribution or resale pursuant to any method or combination of methods legally available to, and requested by, the Holders.
 Section 2.02      Block Trades . Subject to Section 2.03 , in the event that the Holders of a majority of the Registrable Securities elect to dispose of Registrable Securities pursuant to a non-underwritten block trade with the assistance of the Partnership and reasonably expect gross proceeds of at least $100 million from such block trade (a “ Block Trade ”), then, provided that such Holders notify the Partnership of the Block Trade at least two Business Days prior to the day such offering is to commence, the Partnership shall, at the request of the Holders, cooperate with the Holders in allowing the applicable broker, agent, counterparty, bank or other institution (each, a “ Financial Counterparty ”) to conduct customary due diligence with respect to the Partnership, including (i) by using commercially reasonable efforts to cause its independent certified public accountants to provide to the Financial Counterparty a “cold comfort” letter in form and substance as is customarily given by independent certified public accountants to underwriters in
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 an underwritten public offering, addressed to the Financial Counterparty, (ii) by using commercially reasonable efforts to cause its outside counsel to deliver an opinion in form, scope and substance as is customarily given in an underwritten public offering, including a standard “10b-5” letter for such offering, addressed to such Financial Counterparty, and (iii) by providing a standard officer’s certificate from the chief executive officer or chief financial officer, or other officer serving such functions, of the Partnership addressed to the Financial Counterparty; provided , however , that the Partnership shall have no obligation to facilitate or participate in any Block Trades that are initiated by the Holders pursuant to this Section 2.02 during a period in which such Block Trade would be prohibited by a lock-up agreement; provided further , that in no event may the number of Block Trades pursuant to this Section 2.02 exceed an aggregate of three Block Trades in any twelve-month period.
 Section 2.03      Suspension Periods .
 (a)    Notwithstanding anything to the contrary in this Agreement, the Partnership shall be entitled to postpone the filing or effectiveness of, or, at any time after a Registration Statement has been declared effective by the Commission, suspend the use of, a Registration Statement (including the Prospectus included therein) upon written notice to the Holders whose Registrable Securities are included in a Registration Statement (provided that in no event shall such notice contain any material non-public information regarding the Partnership) or delay a Block Trade, if in the good faith judgment of the Board, (i) such registration, offering or use would reasonably be expected to materially affect in an adverse manner, or materially interfere with any bona fide material financing of, the Partnership (or its subsidiaries) or any material transaction under consideration by the Partnership (or its subsidiaries) ( provided , however , that to the extent the Partnership undertakes an underwritten public offering in connection with such transaction, Holders shall be entitled to the rights set forth in Section 2.04 ); (ii) the Partnership is in possession of material non-public information, the disclosure of which would not be, in the good faith opinion of the Board, in the best interests of the Partnership; or (iii) such registration or continued registration or offering would render the Partnership unable to comply with the requirements of the Securities Act or Exchange Act (the period of a postponement or suspension as described in clause (i)  and/or a delay described in clause (ii) , or this clause (iii) , a “ Suspension Period ”).
 (b)    The Partnership shall promptly notify the Holders in writing following the expiration of any Suspension Period.
 (c)    The duration of any one Suspension Period shall not exceed 60 days during any 365-day period; provided , however , that in no event shall any Suspension Periods collectively exceed an aggregate of 120 days in any 365-day period. For purposes of determining the length of a Suspension Period, the Suspension Period shall be deemed to begin on and include the date the Holders receive the notice referred to in clause (i)  of Section 2.03(a) and shall end on and include the later of the date the Holders receive the notice referred to in Section 2.03(a) and the date referred to in such notice.
 Section 2.04      Piggyback Registration.
 (a)    If at any time, and from time to time, the Partnership proposes to conduct an underwritten offering of Common Units (an “ Underwritten Offering ”) for its own account (including a primary offering of Common Units or a secondary offering of Common units, in each case, under Section 7.13 of the Partnership Agreement) or for the account of owners of Common Units (including any Other Holders of Common Units) entitled to participate in such offering, then the Partnership shall give written notice (the “ Piggyback Notice ”) of such Underwritten Offering to the Holders at least five Business Days (or if such offering is a bought deal or an overnight offering, at least two Business Days) prior to the earlier
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 of the date of filing of the registration statement or the date of filing of the preliminary prospectus supplement for such Underwritten Offering, as applicable.  Such Piggyback Notice shall include the number of Common Units to be offered, the proposed date of such Underwritten Offering, any proposed means of distribution of such Common Units, any proposed managing underwriter of such Common Units and a good faith estimate by the Partnership of the proposed maximum offering price of such Common Units (as such price would appear on the front cover page of a registration statement), and shall offer the Holders the opportunity to sell such amount of Registrable Securities as such Holders may request on the same terms and conditions as the Partnership or such Other Holders (a “ Piggyback Offering ”).  The Partnership will include in each Piggyback Offering all Registrable Securities for which the Partnership has received written requests for inclusion within three Business Days (or if the Piggyback Offering is a bought deal or an overnight offering, one Business Day) after the date the Piggyback Notice is given.
 (b)    The Partnership will cause the managing underwriter or underwriters of the proposed offering to permit the Holders that have requested Registrable Securities to be included in the Piggyback Offering to include all such Registrable Securities on the same terms and conditions as any similar securities, if any, of the Partnership or the Other Holders. Notwithstanding the foregoing, if the managing underwriter or underwriters of such Underwritten Offering advises the Partnership and the Holders in writing that, in its view, the total amount of Common Units that the Partnership, such Holders and any Other Holders propose to include in such offering is such as to materially adversely affect the success of such Underwritten Offering, then, if such Piggyback Offering is an underwritten offering by the Partnership for its own account or for the account of owners of Common Units (including any Other Holders of Common Units), the Partnership will include in such Piggyback Offering: (i)  first , all Common Units to be offered by the Partnership (including a primary offering of Common Units or a secondary offering of Common units, in each case, under Section 7.13 of the Partnership Agreement); (ii)  second , the Common Units requested to be included in such Piggyback Offering by the Holders, pro rata among the Holders based on the number of Common Units requested to be included by the Holders; and (iii) third , the Common Units requested to be included in such Piggyback Offering by each of the Other Holders, pro rata among the Other Holders based on the number of Common Units requested to be included in such Piggyback Offering by the Other Holders; and, the total amount of securities to be included in such Piggyback Offering is the full amount that, in the view of such managing underwriter, can be sold without materially adversely affecting the success of such Piggyback Offering.
 (c)    If at any time after giving the Piggyback Notice and prior to the time sales of securities are confirmed pursuant to the Piggyback Offering, the Partnership determines for any reason to delay a Piggyback Offering initiated by the Partnership, the Partnership may, at its election, give notice of its determination to the Holders, and in the case of such a determination, will be relieved of its obligation to register any Registrable Securities in connection with the abandoned or delayed Piggyback Offering, without prejudice.
 (d)    Any Holder may withdraw its request for inclusion of any or all of its Registrable Securities in a Piggyback Offering by giving written notice to the Partnership, at least one Business Day prior to the anticipated date of the filing by the Partnership of a prospectus supplement under Rule 424 (which shall be the preliminary prospectus supplement, if one is used in the “takedown”) with respect to such offering, of its intention to withdraw from that registration; provided , however , that (i) the Holder’s request be made in writing and (ii) the withdrawal will be irrevocable and, after making the withdrawal, such Holder will no longer have any right to include its Registrable Securities in that Piggyback Offering.
 (e)    As a condition for inclusion of a Holder’s Registrable Securities in an Underwritten Offering, the Holder shall agree to enter into an underwriting agreement with the underwriters and complete
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 and execute all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement; provided , that the underwriting agreement is in customary form and reasonably acceptable to the Holders; and provided further , that no Holder shall be required to make any representations or warranties to the Partnership or the underwriters (other than representations and warranties regarding (i) such Holder’s ownership of its Registrable Securities to be sold or transferred, (ii) such Holder’s power and authority to effect such transfer and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested). If any Holder disapproves of the terms of an underwriting agreement, such Holder may elect to withdraw therefrom by notice to the Partnership and the managing underwriter; provided , that any such withdrawal must be made prior to the execution of an underwriting agreement with respect to such Underwritten Offering.
 Section 2.05      Registration Procedures . When the Partnership is required to effect any registration under the Securities Act as provided in Section 2.01 , the Partnership shall use commercially reasonable efforts to:
 (a)    prepare and file with the Commission the requisite Registration Statement to effect such registration and thereafter use its commercially reasonable efforts to cause such Registration Statement to become and remain effective, subject to the limitations contained in this Agreement;
 (b)    prepare and file with the Commission such amendments and supplements to such Registration Statement and the Prospectus used in connection therewith as may be necessary to keep such Registration Statement effective and to comply with the provisions of the Securities Act and the Exchange Act with respect to the disposition of all Registrable Securities covered by such Registration Statement until such time as all of such Registrable Securities have been disposed of in accordance with the method of disposition set forth in such Registration Statement, subject to the limitations contained in this Agreement;
 (c)    before filing a Registration Statement or Prospectus or any amendments or supplements thereto, at the Partnership’s expense, furnish to each Holder whose securities are covered by such Registration Statement or any underwriter involved in the disposition of Registrable Securities in a Piggyback Offering copies of all such documents, other than documents that are incorporated by reference into such Registration Statement or Prospectus, proposed to be filed and such other documents reasonably requested by such Holders or any underwriter in a Piggyback Offering (which may be furnished by email), and afford Counsel to the Holders and any underwriter in a Piggyback Offering a reasonable opportunity to review and comment on such documents;
 (d)    notify each Holder, promptly after the Partnership receives notice thereof, of (i) any correspondence from the Commission relating to such Registration Statement or Prospectus, (ii) the time when such Registration Statement has been declared effective, and (iii) the time when a supplement to any Prospectus forming a part of such Registration Statement has been filed;
 (e)    with respect to any offering of Registrable Securities furnish to each Holder, without charge, such number of copies of the applicable Registration Statement, each amendment and supplement thereto, the Prospectus included in such Registration Statement (including each preliminary Prospectus, final Prospectus, and any other Prospectus (including any Prospectus filed under Rule 424, Rule 430A or Rule 430B promulgated under the Securities Act and any “issuer free writing prospectus” as such term is defined under Rule 433 promulgated under the Securities Act)), all exhibits and other documents filed therewith and such other documents as such Holder may reasonably request including in order to facilitate the disposition of the Registrable Securities owned by such Holder a copy of any and all comment
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 letters, transmittal letters or other correspondence to or received from, the Commission or any other governmental authority relating to such Registration Statement, Prospectus or offer;
 (f)    (i) register or qualify all Registrable Securities covered by such Registration Statement under such other securities or blue sky laws of such states or other jurisdictions of the United States of America as the Holders covered by such Registration Statement shall reasonably request in writing, (ii) keep such registration or qualification in effect for so long as such Registration Statement remains in effect and (iii) take any other action that may be necessary or reasonably advisable to enable the Holders to consummate the disposition in such jurisdictions of the securities to be sold by the Holders, except that the Partnership shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any jurisdiction wherein it would not but for the requirements of this Section 2.05(f)  be obligated to be so qualified, to subject itself to taxation in such jurisdiction or to consent to general service of process in any such jurisdiction;
 (g)    cause all Registrable Securities included in such Registration Statement to be registered with or approved by such other federal or state governmental agencies or authorities as necessary upon the opinion of counsel to the Partnership or Counsel to the Holders of Registrable Securities included in such Registration Statement to enable such Holder or Holders thereof to consummate the disposition of such Registrable Securities in accordance with their intended method of distribution thereof;
 (h)    notify each Holder of Registrable Securities included in such Registration Statement at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, upon discovery that, or upon the happening of any event as a result of which, the Prospectus included in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and for which the Partnership chooses to suspend the use of the Registration Statement and Prospectus in accordance with the terms of this Agreement, at the written request of any such Holder, promptly prepare and furnish to it a reasonable number of copies of a supplement to or an amendment of such Prospectus as may be necessary so that, as thereafter delivered to the purchasers of such securities, such Prospectus, as supplemented or amended, shall not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;
 (i)    notify the Holders of Registrable Securities included in such Registration Statement promptly of any request by the Commission for the amending or supplementing of such Registration Statement or Prospectus or for additional information relating thereto;
 (j)    advise the Holders of Registrable Securities included in such Registration Statement promptly after the Partnership receives notice or obtains knowledge of any order suspending the effectiveness of a Registration Statement relating to the Registrable Securities and promptly use commercially reasonable efforts to obtain the withdrawal;
 (k)    otherwise comply with all applicable rules and regulations of the Commission and any other governmental agency or authority having jurisdiction over the offering of Registrable Securities, and make available to its shareholders, as soon as reasonably practicable, an earnings statement covering the period of at least 12 months, but not more than 18 months, beginning with the first full calendar month after the Effective Date of such Registration Statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 and which requirement will be deemed satisfied if the Partnership timely files complete and accurate information on Quarterly Reports on Form 10-
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 Q, Annual Reports on Form 10-K and Current Reports on Form 8-K under the Exchange Act and otherwise complies with Rule 158;
 (l)    provide and cause to be maintained a transfer agent and registrar for the Registrable Securities included in a Registration Statement no later than the Effective Date thereof;
 (m)    enter into such agreements (including an underwriting agreement in customary form in connection with a Piggyback Offering) and take such other actions as the Holders of the Registrable Securities included in a Registration Statement or the underwriters in a Piggyback Offering shall reasonably request in order to expedite or facilitate the disposition of such Registrable Securities in a Piggyback Offering, including customary indemnification in connection with any Piggyback Offering, and provide reasonable cooperation in connection with such registration;
 (n)    if the Holders seek to effectuate an in-kind distribution of all or part of its Registrable Securities to its direct or indirect equityholders, reasonably cooperate with and assist the Holders, such equityholders and the Partnership’s transfer agent (subject to any applicable lock-up agreements) to facilitate such in-kind distribution in the manner reasonably requested by the Holders (including the delivery of instruction letters by the Partnership or its counsel to the Partnership’s transfer agent, the delivery of customary legal opinions by counsel to the Partnership following receipt by the Partnership and such counsel of any certifications and other documentation reasonably requested by each of them, and the delivery of Registrable Securities without restrictive legends to the extent no longer applicable);
 (o)    if reasonably required by the Partnership’s transfer agent, promptly deliver any authorizations, certificates and directions required by the transfer agent which authorize the transfer agent to transfer such Registrable Securities without legend upon sale by the Holder of such Registrable Securities under the Registration Statement; and
 (p)    otherwise use commercially reasonable efforts to take all other steps necessary to effect the registration of such Registrable Securities contemplated hereby.
 In addition, at least five (5) Trading Days prior to the first anticipated filing date of a Registration Statement for any registration under this Agreement, the Partnership will notify each Holder of the information the Partnership requires from that Holder, including any update to or confirmation of the information contained in the Selling Shareholder Questionnaire, if any, which shall be completed and delivered to the Partnership promptly upon request and, in any event, within five Trading Days prior to the applicable anticipated filing date. Each Holder further agrees that it shall not be entitled to be named as a selling securityholder in the Registration Statement or use the Prospectus for offers and resales of Registrable Securities at any time, unless such Holder has returned to the Partnership a completed and signed Selling Shareholder Questionnaire and a response to any requests for further information as described in the previous sentence and, if an Underwritten Offering, entered into an underwriting agreement with the underwriters in accordance with Section 2.04(e) and Section 2.07 . If a Holder of Registrable Securities returns a Selling Shareholder Questionnaire or a request for further information, in either case, after its respective deadline, the Partnership shall be permitted to exclude such Holder from being a selling security holder in the Registration Statement or any pre-effective or post-effective amendment thereto. Each Holder acknowledges and agrees that the information in the Selling Shareholder Questionnaire or request for further information as described in this Section 2.05 will be used by the Partnership in the preparation of the Registration Statement and hereby consents to the inclusion of such information in the Registration Statement.
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 Section 2.06      Registration Expenses . The Partnership shall pay all reasonable Registration Expenses, including, in the case of a Piggyback Offering, the Registration Expenses of a Piggyback Offering, regardless of whether any sale is made pursuant to such Piggyback Offering. Each Holder shall pay its pro rata share of all Selling Expenses in connection with any sale of its Registrable Securities hereunder. For the avoidance of doubt, each Holder’s pro rata allocation of Selling Expenses shall be the percentage derived by dividing (a) the number of Registrable Securities sold by such Holder in connection with such sale by (b) the aggregate number of Registrable Securities sold by all Holders in connection with such sale.
 Section 2.07      Post-Offering Lock-Up .  In connection with any Piggyback Offering or other underwritten public offering of equity securities by the Partnership, except with the written consent of the underwriters managing such offering, no Holder who participates in such offering or who beneficially owns 5% or more of the outstanding Common Units at such time shall (a) offer, pledge, sell, contract to sell, grant any option, right or warrant to purchase, give, assign, hypothecate, pledge, encumber, grant a security interest in, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of (including through any hedging or other similar transaction) any economic, voting or other rights in or to any equity securities of the Partnership, or otherwise transfer or dispose of any equity securities of the Partnership, directly or indirectly, or (b) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of equity securities of the Partnership (any such transaction described in clause (a) or (b) above, a “ Transfer ”), without prior written consent from the Partnership, during the seven days prior to and the 90-day period beginning on the date of closing of such offering (or such shorter period as agreed to by any of the Partnership, the executive officers of the General Partner or the Board) (the “ Post-Offering Lock-up Period ”), except as part of such offering.  Each such Holder agrees to execute a lock-up agreement in favor of the Partnership’s underwriters to such effect in accordance with the terms of this Section 2.07 , provided that such lock-up agreement shall be on terms no more restrictive, in any respect, than the terms and conditions of any such agreement entered into by the Partnership’s officers directors or other holders of Common Units in connection with such offering, and, in any event, that the Partnership’s underwriters in any relevant offering shall be third party beneficiaries of this Section 2.07 .  The provisions of this Section 2.07 will no longer apply to a Holder once such Holder ceases to hold Registrable Securities.
 Section 2.08      Indemnification by the Partnership .  The Partnership shall, notwithstanding any termination of this Agreement, indemnify, defend and hold harmless each Holder, the officers, directors, agents, partners, members, managers, stockholders, Affiliates, employees and investment managers of each of them, each Person who controls any such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, partners, members, managers, stockholders, agents and employees of each such controlling Person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable costs of preparation and investigation and reasonable attorneys’ fees) and expenses (collectively, “ Losses ”), to which any of them may become subject, that arise out of or are based upon (a) any untrue or alleged untrue statement of a material fact contained in any Registration Statement contemplated in this Agreement, any Prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus thereto or (b) any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, in the case of any registration statement, or any omission or alleged omission to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in the case of any prospectus, except to the extent, but only to the extent, that (i) such untrue statements, alleged untrue statements, omissions or alleged omissions are
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 based upon information regarding such Holder furnished in writing to the Partnership by such Holder expressly for use therein, or to the extent that such information relates to such Holder or such Holder’s proposed method of distribution of Registrable Securities and was provided by such Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement thereto, or (ii) in the case of an occurrence of an event of the type specified in Section 2.05(h) , related to the use by a Holder of an outdated or defective Prospectus after the Partnership has notified such Holder in writing that the Prospectus is outdated or defective and prior to the receipt by such Holder of the Advice contemplated and defined in Section 2.16 , but only if and to the extent that following the receipt of the Advice the misstatement or omission giving rise to such Loss would have been corrected.  Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of an Indemnified Party, shall survive the transfer of the Registrable Securities by the Holders, and shall be in addition to any liability which the Partnership may otherwise have.
 Section 2.09      Indemnification by Holders . Each Holder shall, severally and not jointly, indemnify and hold harmless the Partnership, its respective directors, officers, agents and employees, each Person who controls the Partnership (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, arising out of or based upon any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, in the case of any registration statement, or any omission or alleged omission to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in the case of any prospectus (a) to the extent, but only to the extent, that such untrue statements or omissions are based upon information regarding such Holder furnished in writing to the Partnership by such Holder expressly for use therein; (b) to the extent, but only to the extent, that such information relates to such Holder or such Holder’s proposed method of distribution of Registrable Securities and was provided by such Holder expressly for use therein or (c) in the case of an occurrence of an event of the type specified in Section 2.05(h) , to the extent, but only to the extent, related to the use by such Holder of an outdated or defective Prospectus after the Partnership has notified such Holder in writing that the Prospectus is outdated or defective and prior to the receipt by such Holder of the Advice contemplated in Section 2.16 , but only if and to the extent that following the receipt of the Advice the misstatement or omission giving rise to such Loss would have been corrected. In no event shall the liability of any Holder hereunder be greater in amount than the dollar amount of the net proceeds received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of an Indemnified Party, shall survive the transfer of the Registrable Securities by the Holders, and shall be in addition to any liability which the Holder may otherwise have.
 Section 2.10      Conduct of Indemnification Proceedings.
 (a)    If any Proceeding shall be brought or asserted against any Person entitled to indemnity under this Section 2.10 (an “ Indemnified Party ”), such Indemnified Party shall promptly notify the Person from whom indemnity is sought (the “ Indemnifying Party ”) in writing, and the Indemnifying Party shall have the right to assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of all reasonable fees and expenses incurred in connection with defense thereof; provided , that the failure of any Indemnified Party to give such notice shall not relieve the Indemnifying Party of its obligations or liabilities pursuant to this Agreement, except
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 (and only) to the extent that such failure shall have materially and adversely prejudiced the Indemnifying Party.
 (b)    An Indemnified Party shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party or Parties unless: (a) the Indemnifying Party has agreed in writing to pay such fees and expenses; (b) the Indemnifying Party shall have failed promptly to assume the defense of such Proceeding and to employ counsel reasonably satisfactory to such Indemnified Party in any such Proceeding; or (c) the named parties to any such Proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party, and such Indemnified Party shall have been advised by counsel that in the reasonable judgment of such counsel a conflict of interest exists if the same counsel were to represent such Indemnified Party and the Indemnifying Party; provided , that the Indemnifying Party shall not be liable for the reasonable and documented fees and expenses of more than one separate firm of attorneys at any time for all Indemnified Parties. The Indemnifying Party shall not be liable for any settlement of any such Proceeding effected without its written consent, which consent shall not be unreasonably withheld, delayed or conditioned. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement of any pending Proceeding in respect of which any Indemnified Party is a party, unless such settlement includes an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such Proceeding.
 (c)    Subject to the terms of this Agreement, all reasonable and documented fees and expenses of the Indemnified Party (including reasonable and documented fees and expenses to the extent incurred in connection with investigating or preparing to defend such Proceeding in a manner not inconsistent with this Section 2.10 ) shall be paid to the Indemnified Party, as incurred, with reasonable promptness after receipt of written notice thereof to the Indemnifying Party; provided , that the Indemnified Party shall promptly reimburse the Indemnifying Party for that portion of such fees and expenses applicable to such actions for which such Indemnified Party is finally judicially determined not to be entitled to indemnification hereunder. The failure to deliver written notice to the Indemnifying Party within a reasonable time of the commencement of any such action shall not relieve such Indemnifying Party of any liability to the Indemnified Party under this Section 2.10 , except to the extent that the Indemnifying Party is materially and adversely prejudiced in its ability to defend such action.
 Section 2.11      Contribution.
 (a)    If a claim for indemnification under Section 2.09 or Section 2.10 is unavailable to an Indemnified Party or insufficient to hold an Indemnified Party harmless for any Losses, then each Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such Losses, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission.
 (b)    The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 2.11 were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding
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 paragraph. Notwithstanding the provisions of this Section 2.11 , no Holder shall be required to contribute, in the aggregate, any amount in excess of the amount by which the net proceeds actually received by such Holder from the sale of the Registrable Securities subject to the Proceeding exceeds the amount of any damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. 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 2.12      Rule 144 and Rule 144A; Other Exemptions . With a view to making available to the Holders of Registrable Securities the benefits of Rule 144 and Rule 144A promulgated under the Securities Act and other rules and regulations of the Commission that may at any time permit a Holder of Registrable Securities to sell securities of the Partnership without registration, until the earlier of (a) such time as when no Registrable Securities remain outstanding and (b) such time as the Partnership is no longer subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Partnership covenants that it will (i) file in a timely manner all reports and other documents required, if any, to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted thereunder or (ii) make available information necessary to comply with Rule 144 and Rule 144A, if available with respect to resales of the Registrable Securities under the Securities Act, at all times, all to the extent required from time to time to enable such Holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (A) Rule 144 and Rule 144A promulgated under the Securities Act (if available with respect to resales of the Registrable Securities), as such rules may be amended from time to time or (B) any other rules or regulations now existing or hereafter adopted by the Commission. Upon the reasonable request of any Holder of Registrable Securities, the Partnership will deliver to such Holder a written statement as to whether it has complied with such information requirements, and, if not, the specific reasons for non-compliance.
 Section 2.13      Transfer of Registration Rights . The rights of the Holders to cause the Partnership to register Registrable Securities under this Article II may not be transferred or assigned, in whole or in part, without the prior written consent of the Partnership. No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Partnership unless and until the Partnership shall have (i) consented to such assignment in writing (email shall suffice), which consent may be withheld by the Partnership in its sole discretion, (ii) received written notice of such assignment stating the name and address of the proposed transferee or assignee and identifying the Registrable Securities proposed to be transferred or assigned and (iii) received the written agreement of the transferee or assignee by the execution of a joinder agreement to this Agreement, substantially in the form attached hereto as Exhibit A , to be bound by the terms and provisions of this Agreement. Any transfer or assignment made other than as provided in this Section 2.13 shall be null and void. Notwithstanding the foregoing, transfers by the Holders of rights hereunder to a Designated Entity (as defined in the Purchase Agreement) shall not be subject to the limitations of this Section 2.13 and may be effected without any consent of the Partnership, and such Designated Entity shall become a Holder hereunder upon notice to the Partnership of such transfer, provided that prior to any transfer or assignment, such Designated Entity shall have executed a joinder agreement to this Agreement, substantially in the form attached hereto as Exhibit A .
 Section 2.14      Cooperation . The Partnership shall have no obligation to include Registrable Securities of a Holder in any Registration Statement or Underwritten Offering if such Holder has failed to timely furnish such information as the Partnership may, from time to time, reasonably request in writing regarding such Holder and the distribution of such Registrable Securities that the Partnership determines, after consultation with its counsel, is reasonably required in order for any Registration Statement,
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 Prospectus or prospectus supplement, as applicable, to comply with the Securities Act. The Partnership agrees to use its commercially reasonable efforts to timely furnish any information or take any actions reasonably requested by any Holder in connection with any Block Trade, including the delivery of customary comfort letters, customary legal opinions and customary underwriter due diligence, in each case subject to receipt by the Partnership, its auditors and legal counsel of representation and documentation by such persons to permit the delivery of such comfort letter and legal opinions.
 Section 2.15      Compliance . Each Holder covenants and agrees that it will comply with the prospectus delivery requirements of the Securities Act as applicable to it (unless an exemption therefrom is available) in connection with sales of Registrable Securities pursuant to any Registration Statement and shall sell the Registrable Securities only in accordance with a method of distribution described in such Registration Statement.
 Section 2.16      Discontinued Disposition .  By its acquisition of Registrable Securities, each Holder agrees that, upon receipt of a notice from the Partnership of the occurrence of a Suspension Period or any event of the kind described in Section 2.05(h) , such Holder will forthwith discontinue disposition of such Registrable Securities under a Registration Statement until it is advised in writing (the “ Advice ”) by the Partnership that the use of the applicable Prospectus (as it may have been supplemented or amended) may be resumed.  The Partnership may provide appropriate stop orders to enforce the provisions of this Section 2.16 .
 Section 2.17      Opt-Out Notices .  Any Holder may deliver written notice (an “ Opt-Out Notice ”) to the Partnership requesting that such Holder not receive notice from the Partnership of any proposed Underwritten Offering, the withdrawal of any Underwritten Offering or any event that would lead to a suspension or delay as contemplated by Section 2.02(a) ; provided, however , that such Holder may later revoke any such Opt-Out Notice in writing.  Following receipt of an Opt-Out Notice from a Holder (unless subsequently revoked), the Partnership shall not deliver any notice to such Holder pursuant to Section 2.05 , and such Holder shall no longer be entitled to the rights associated with any such notice.
 Section 2.18      Removal of Restrictive Legends .  The restrictive legend on any Common Units covered by this Agreement shall be removed if (a) such Common Units are sold pursuant to an effective registration statement, (b) a registration statement covering the resale of such Common Units is effective under the Securities Act and the applicable Holder delivers to the Partnership a representation and/or “will comply” letter, as applicable, certifying that, among other things, such Holder will only transfer such Common Units pursuant to such effective registration statement and will, upon request following any lapse of effectiveness of such registration statement, cooperate with the Partnership to have any then-applicable restrictive legends reincluded on such Common Units, (c) such Common Units may be sold by the applicable Holder free of restrictions without regard to Rule 144(b) under the Securities Act (i.e., such Holder is not an affiliate of the Partnership, and has not been an affiliate of the Partnership for the previous three months, and has satisfied the one-year holding period under Rule 144) or (d) such Common Units are being sold, assigned or otherwise transferred pursuant to Rule 144;  provided , that with respect to clause (b), (c) or (d) above, the applicable Holder has provided all documentation and evidence (which may include an opinion of counsel) as may reasonably be required by the Partnership or its transfer agent to confirm that the legend may be removed under applicable securities laws (the “ Legend Removal Documents ”). The Partnership shall cooperate with the applicable Holder covered by this Agreement to effect removal of the legend on such Common Units pursuant to this  Section 2.18 as soon as reasonably practicable after delivery of notice from such Holder that the conditions to removal are satisfied (together with any Legend Removal Documents). The Partnership shall bear all direct costs and expenses associated with the removal of a legend pursuant to this  Section 2.18 ;  provided , that the
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 applicable Holder shall be responsible for all fees and expenses (including of counsel for such Holder) incurred by such Holder with respect to delivering the Legend Removal Documents.
 ARTICLE III
LOCK-UP
 Section 3.01      Lock-Up .  
 (a)    The Holders shall be prohibited, prior to the expiration of the six-month period following the Closing Date (the “ Lock-Up Period ”), without the prior written consent of the Partnership, from engaging in the Transfer of any of the Issued Common Units.
 (b)    Notwithstanding the provisions set forth in Section 3.01(a) , Transfers of Registrable Securities are permitted during the Lock-Up Period (i) to any Designated Entity, provided that such Designated Entity shall be subject to the provisions of this Section 3.01 during the Lock-Up Period and (ii) in connection with the maintenance of a bona fide lien, security interest, pledge or similar encumbrance to a nationally or internationally recognized financial institution.
 Section 3.02      Restricted Units .
 (a)    Investor shall be prohibited, without the prior written consent of the Partnership, from engaging in the Transfer of any of the Restricted Units until the Restricted Units Legend (as defined in the Purchase Agreement) is removed. Following the final determination of the Final Post-Closing Adjustment Amount (as defined in the Purchase Agreement) pursuant to Section 2.05 of the Purchase Agreement and the satisfaction of any payments required pursuant to Section 2.06(a) of the Purchase Agreement (including the surrender of any Restricted Units required thereunder), any remaining Restricted Units shall no longer be Restricted Units, and each of the Partnership and the Investor shall promptly (but in any event within three Business Days) take such actions as are reasonably necessary, including (i) providing any applicable documentation to the Partnership or its transfer agent, and (ii) delivering joint written instructions to the Partnership or its transfer agent to remove the Restricted Units Legend from any outstanding Restricted Units. Following the removal of the Restricted Units Legend, the restrictions set forth in this Section 3.02(a) shall automatically terminate with respect to the Restricted Units.
 (b)    For the avoidance of doubt, (i) the Restricted Units shall be held by the Investor until the Restricted Units Legend has been removed in accordance with Section 3.02(a), and (ii) Common Units that were formerly Restricted Units shall remain subject to the restrictions set forth in Section 3.01(a) until the expiration of the Lock-Up Period.
 ARTICLE IV
MISCELLANEOUS
 Section 4.01      Further Assurances . Each of the parties hereto shall execute all such further instruments and documents and take all such further action as any other party hereto may reasonably require in order to effectuate the terms and purposes of this Agreement.
 Section 4.02      Remedies . Any Person having rights under any provision of this Agreement shall be entitled to enforce such rights specifically to recover damages caused by reason of any breach of any provision of this Agreement and to exercise all other rights granted by law. The parties hereto agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of this Agreement and that any party may in its sole discretion apply to any court of law or equity of
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 competent jurisdiction (without posting any bond or other security) for specific performance and for other injunctive relief in order to enforce or prevent violation of the provisions of this Agreement.
 Section 4.03      Other Registration Rights . The Partnership shall not, prior to the termination of this Agreement, grant any registration rights that conflict with, would prevent the Partnership from performing, or are inconsistent with, the rights granted to the Holders hereby (which, for the avoidance of doubt, shall include granting priority rights superior to those of the Holders in Section 2 hereof), without the prior written consent of the Holders holding a majority of the Registrable Securities.
 Section 4.04      Amendments and Waivers . The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented, or waived unless the same shall be in writing and signed by the Partnership and the Holders holding a majority of the Registrable Securities; provided, however, that no amendment, modification, supplement, or waiver that disproportionately and adversely affects, alters, or changes the interests of any Holder shall be effective against such Holder without the prior written consent of such Holder; and provided further , that the waiver of any provision with respect to any Registration Statement or offering may be given by any Holder entitled to participate in such offering or, if such offering shall have been commenced, having elected to participate in such offering. No waiver of any terms or conditions of this Agreement shall operate as a waiver of any other breach of such terms and conditions or any other term or condition, nor shall any failure to enforce any provision hereof operate as a waiver of such provision or of any other provision hereof. No written waiver hereunder, unless it by its own terms explicitly provides to the contrary, shall be construed to effect a continuing waiver of the provisions being waived and no such waiver in any instance shall constitute a waiver in any other instance or for any other purpose or impair the right of the party against whom such waiver is claimed in all other instances or for all other purposes to require full compliance with such provision. The failure of any party hereto to enforce any provision of this Agreement shall not be construed as a waiver of such provision and shall not affect the right of such party thereafter to enforce each provision of this Agreement in accordance with its terms.
 Section 4.05      Notices . Any notice or other communication required or which may be given hereunder shall be in writing and shall be sent by certified or regular mail, by private national courier service (return receipt requested, postage prepaid), by personal delivery, by electronic mail or by facsimile transmission. Such notice or communication shall be deemed given (a) if mailed, two days after the date of mailing, (b) if sent by national courier service, one Business Day after being sent, (c) if delivered personally, when so delivered, (d) if sent by electronic mail, on the Business Day such electronic mail is transmitted, or (e) if sent by facsimile transmission, on the Business Day such facsimile is transmitted, in each case as follows:
 (i)    If to the Partnership:
 Western Midstream Partners, LP
 9950 Woodloch Forest Dr., Suite 2800
 The Woodlands, TX 77380
 Attn: Christopher Dial
 Email: chris.dial@westernmidstream.com

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

 Troutman Pepper Locke LLP
 600 Travis St., Suite 2800
 17

 Houston, TX 77002
 Attn: Jon W. Daly; Jennie Simmons
 Email: Jon.Daly@troutman.com; Jennie.Simmons@troutman.com

 (ii)    If to any Holder:
 Brazos Permian II, LLC
 777 Main Street, Suite 3700
 Fort Worth, Texas 76102
 Attn: Brad Iles
 Email: iles@brazosmidstream.com

 With copies (which shall not constitute notice) to:

 Vinson & Elkins L.L.P.
 845 Texas Avenue, Suite 4700
 Houston, Texas 77002
 Email: ProjectBomber@velaw.com

 Morgan Stanley Infrastructure Inc.
 1585 Broadway
 New York, New York 10036
 Attn: Chris Ortega
 Email: chris.ortega@morganstanley.com

 If any time period for giving notice or taking action hereunder expires on a day which is a Saturday, Sunday or legal holiday in the State of New York or the jurisdiction in which the Partnership’s principal office is located, the time period shall automatically be extended to the Business Day immediately following such Saturday, Sunday or legal holiday.
 Section 4.06      Successors and Assigns . Subject to Section 2.13 , this Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors and assigns (including any trustee in bankruptcy). No assignment or delegation of any of the Partnership’s rights, interests or obligations shall be effective against any Holder without the prior written consent of the Holders holding a majority of the Registrable Securities.
 Section 4.07      Execution and Counterparts . This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to each other party, it being understood that the parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or .pdf signature page were an original thereof.
 Section 4.08      Governing Law . All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of Delaware, without regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and
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 defense of the transactions contemplated by this Agreement (whether brought against a party hereto or its respective affiliates, directors, officers, stockholders, partners, members, employees or agents) shall be commenced exclusively in the Court of Chancery of the State of Delaware and any appellate court thereof, or, if the Court of Chancery of the State of Delaware or the Delaware Supreme Court determines that the Court of Chancery does not have or should not exercise subject matter jurisdiction over such matter, any Delaware state court or any federal court located in the State of Delaware and any appellate court thereof. Each party hereby irrevocably submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware and any appellate court thereof, or, if the Court of Chancery of the State of Delaware or the Delaware Supreme Court determines that the Court of Chancery does not have or should not exercise subject matter jurisdiction over such matter, any Delaware state court or any federal court located in the State of Delaware and any appellate court thereof for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper or is an inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained in this Agreement shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If either party shall commence an action, suit or proceeding to enforce any provisions of this Agreement, then the prevailing party in such action, suit or proceeding shall be reimbursed by the other party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.
 Section 4.09      Waiver of Jury Trial.
 (a)    EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
 (b)    To the extent that any party has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each such party hereby irrevocably waives such immunity in respect of its obligations with respect to this Agreement; provided , however , that this provision does not, and shall not be deemed to, modify the exclusive jurisdiction provisions in Section 4.08 .
 Section 4.10      Severability . If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth in this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.
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 Section 4.11      Descriptive Headings. Interpretation; No Strict Construction . The descriptive headings of this Agreement are inserted for convenience only and do not constitute a substantive part of this Agreement. Whenever required by the context, any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular forms of nouns, pronouns, and verbs shall include the plural and vice versa. Reference to any agreement, document, or instrument means such agreement, document, or instrument as amended or otherwise modified from time to time in accordance with the terms thereof, and, if applicable, hereof. The words “include”, “includes” or “including” in this Agreement shall be deemed to be followed by “without limitation”. The use of the words “or,” “either” or “any” shall not be exclusive. The parties hereto have participated jointly in the negotiation and drafting of this Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement. All references to laws, rules, regulations and forms in this Agreement shall be deemed to be references to such laws, rules, regulations and forms, as amended from time to time or, to the extent replaced, the comparable successor thereto in effect at the time. All references to agencies, self-regulatory organizations or governmental entities in this Agreement shall be deemed to be references to the comparable successors thereto from time to time.
 Section 4.12      Entire Agreement . This Agreement and any certificates, documents, instruments and writings that are delivered pursuant hereto constitute the entire agreement and understanding of the parties hereto in respect of the subject matter hereof and supersedes all prior understandings, agreements or representations by or among the parties hereto, written or oral, to the extent they relate in any way to the subject matter hereof.
 Section 4.13      Termination.
 (a)    The rights and obligations of the Partnership and any Holder under Article II (other than those set forth in Section 2.07 ( Post-Offering Lock-Up ), which shall terminate at the expiration of the time periods set forth therein), shall terminate on the date such Holder no longer beneficially owns any Registrable Securities.
 (b)    The terms of Article III and this Article IV shall not be terminable.
 (c)    Notwithstanding anything to the contrary in this Section 4.13 , this Agreement (or any article or provision in this Agreement) may be terminated upon the mutual written consent of the parties hereto.
 Section 4.14      Independent Nature of Holders’ Obligations and Right . The rights and obligations of each Holder hereunder are several and not joint with the rights and obligations of any other Holder hereunder. No Holder shall be responsible in any way for the performance of the obligations of any other Holder hereunder, nor shall any Holder have the right to enforce the rights or obligations of any other Holder hereunder. The obligations of each Holder hereunder are solely for the benefit of, and shall be enforceable solely by, the Partnership. The decision of each Holder to enter into this Agreement has been made by such Holder independently of any other Holder. Nothing contained in this Agreement or in any other agreement or document delivered at any closing, and no action taken by any Holder pursuant hereto or thereto, shall be deemed to constitute the Holders as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Holders are in any way acting in concert or as a group with respect to such rights or obligations or the transactions contemplated by this Agreement, and
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 the Partnership acknowledges that the Holders are not acting in concert or as a group and will not assert any such claim with respect to such rights or obligations or the transactions contemplated hereby.

 [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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 IN WITNESS WHEREOF , the parties hereto have executed this Registration Rights and Lock-Up Agreement as of the date first written above.

 WESTERN MIDSTREAM PARTNERS, LP

 By: Western Midstream Holdings, LLC, its general partner

 By:
 /s/ Oscar K. Brown

 Name:
 Oscar K. Brown

 Title:
 President and Chief Executive Officer

      Signature Page to Registration Rights and Lock-Up Agreement

 BRAZOS PERMIAN II, LLC

 By:
 /s/ Brad Iles

 Name:
 Brad Iles

 Title:
 President and Chief Executive Officer

 Signature Page to Registration Rights and Lock-Up Agreement

 Exhibit A
 Form of Joinder Agreement
 This Joinder Agreement (the “ Joinder Agreement ”), dated as of [_________], 20[__] (the “ Effective Date ”), is executed by and between Western Midstream Partners, LP, a Delaware limited partnership (the “ Partnership ”), and [______________] (the “ Additional Holder ”) in connection with that certain Registration Rights and Lock-Up Agreement, dated as of [_________] [__], 2026 (the “ Agreement ”), by and among the Partnership, the parties listed on the signature pages thereto and each person who has become a party thereto by entering into a joinder agreement in accordance with the terms thereof. Capitalized terms used but not defined herein shall have the meaning given to such terms in the Agreement.
 By the execution of this Joinder Agreement, the Additional Holder agrees as follows:
     1.    The Additional Holder is the holder of the number of Common Units set forth below its name on the signature page hereto.
     2.    The Additional Holder shall be considered a “Holder” for purposes of the Agreement, and the Common Units set forth below the Additional Holder’s name on the signature page hereto shall constitute “Registrable Securities” for the purposes of the Agreement, for so long as, and to the extent that, the Additional Holder and such Common Units otherwise meet the applicable definitions thereof pursuant to the Agreement.
     3.    As of the Effective Date, the Additional Holder hereby joins in, and agrees to be bound by and subject to, the terms set forth in the Agreement applicable to Holders.
     4.    Any notice required or permitted by the Agreement shall be given to the Additional Holder at the address listed below its name on the signature page hereto.
 [ Remainder of Page Left Intentionally Blank ]

 EXECUTED AND DATED as of the Effective Date.

 ADDITIONAL HOLDER:

 [_________________]

 By:

 Name:

 Title:

 Number of Common Units

 Address:

 ACKNOWLEDGED AND AGREED:

 WESTERN MIDSTREAM PARTNERS, LP

 By: Western Midstream Holdings, LLC, its general partner

 By:

 Name:

 Title:

 Signature Page to Joinder Agreement