USDP · USD Partners LP

Represents the vesting of Phantom Units which are settled in cash pursuant to the terms of the applicable award agreement.

Each phantom unit is the economic equivalent of one common unit of USDP and settles in cash on the vesting date pursuant to the terms of the applicable award agreement. The phantom units vest on the one-year anniversary of the grant date.

Each phantom unit represents the economic equivalent of one common unit. This report relates to a settlement of vested phantom units for cash.

This report relates to a voluntary forfeiture of phantom units upon vesting.

Includes 146,649 phantom units.

Each phantom unit represents the economic equivalent of one common unit. This report relates to a settlement of vested phantom units for cash

Represents the vesting of Phantom Units which are settled in cash pursuant to the terms of the applicable award agreement.

Each phantom unit is the economic equivalent of one common unit of USDP and settles in cash on the vesting date pursuant to the terms of the applicable award agreement. The phantom units vest on the one-year anniversary of the grant date.

Each phantom unit represents the economic equivalent of one common units. This report relates to a settlement of vested phantom units for cash.

Includes 70,190 phantom units.

Each phantom unit represents the economic equivalent of one common unit. This report relates to a settlement of vested phantom units for cash.

Includes 78,940 phantom units.

Each phantom unit represents the economic equivalent of one common unit. This report relates to a settlement of vested phantom units for cash.

Includes 36,312 phantom units.

Each phantom unit is the economic equivalent of one common unit of USDP and settles in cash on the vesting date pursuant to the terms of the applicable award agreement. The phantom units vest on the one-year anniversary of the grant date.

Represents the vesting of Phantom Units which are settled in cash pursuant to the terms of the applicable award agreement.

This report relates to a voluntary forfeiture of phantom units upon vesting

Includes 30,827 phantom units.

Includes 13,136 phantom units.

Represents common units of limited partnership interest withheld by the Issuer to satisfy tax withholding obligations upon the vesting of outstanding phantom units.

Includes 61,468 phantom units.

Represents the vesting of Phantom Units which are settled in cash pursuant to the terms of the applicable award agreement.

Each phantom unit is the economic equivalent of one common unit of USDP and settles in cash on the vesting date pursuant to the terms of the applicable award agreement. The phantom units vest on the one-year anniversary of the grant date.

Represents the grant of phantom units. Each phantom unit is the economic equivalent of one common unit of USDP. The phantom units vest on the one-year anniversary of the grant date.

Includes 13,136 phantom units.

Represents the grant of phantom units. Each phantom unit is the economic equivalent of one common unit of USDP. The phantom units vest on the one-year anniversary of the grant date.

Includes 13,136 phantom units.

Represents the grant of phantom units. Each phantom unit is the economic equivalent of one common unit of USDP. The phantom units vest in four annual installments commencing on the one-year anniversary of the issuance date.

Includes 373,438 phantom units.

Represents the grant of phantom units. Each phantom unit is the economic equivalent of one common unit of USDP. The phantom units vest in four annual installments commencing on the one-year anniversary of the issuance date.

Includes 201,278 phantom units.

Represents the grant of phantom units. Each phantom unit is the economic equivalent of one common unit of USDP. The phantom units vest in four annual installments commencing on the one-year anniversary of the issuance date.

Includes 86,025 phantom units.

Represents common units of limited partnership interest withheld by the Issuer to satisfy tax withholding obligations of the Reporting Person upon vesting of outstanding phantom units.

Includes 256,221 phantom units.

Represents common units of limited partnership interest withheld by the Issuer to satisfy tax withholding obligations upon the vesting of outstanding phantom units.

Includes 52,772 phantom units.

Each phantom unit is the economic equivalent of one common unit of USDP and settles in cash on the vesting date pursuant to the terms of the applicable award agreement. The phantom units vest on the one-year anniversary of the grant date.

Includes 13,136 phantom units which vested on February 16, 2023.

Represents the grant of phantom units. Each phantom unit is the economic equivalent of one common unit of USDP. The phantom units vest in four annual installments commencing on the one-year anniversary of the issuance date.

Includes 137,126 phantom units.

Represents the vesting of Phantom Units which are settled in cash pursuant to the terms of the applicable award agreement.

Each phantom unit is the economic equivalent of one common unit of USDP and settles in cash on the vesting date pursuant to the terms of the applicable award agreement. The phantom units vest on the one-year anniversary of the grant date.

Represents the vesting of Phantom Units which are settled in cash pursuant to the terms of the applicable award agreement.

Each phantom unit is the economic equivalent of one common unit of USDP and settles in cash on the vesting date pursuant to the terms of the applicable award agreement. The phantom units vest on the one-year anniversary of the grant date.

Represents common units of limited partnership interest withheld by the Issuer to satisfy tax withholding obligations upon the vesting of outstanding phantom units.

Includes 137,708 phantom units.

Represents common units of limited partnership interest withheld by the Issuer to satisfy tax withholding obligations upon the vesting of outstanding phantom units.

Includes 118,705 phantom units.

Represents the grant of phantom units. Each phantom unit is the economic equivalent of one common unit of USDP. The phantom units vest in four annual installments commencing on the one-year anniversary of the issuance date.

Includes 75,412 phantom units.

Represents the grant of phantom units. Each phantom unit is the economic equivalent of one common unit of USDP. The phantom units vest in four annual installments commencing on the one-year anniversary of the issuance date.

Includes 165,994 phantom units.

Represents common units of limited partnership interest withheld by the Issuer to satisfy tax withholding obligations upon the vesting of outstanding phantom units.

Includes 96,513 phantom units.

On April 6, 2022, USD Partners LP (the Partnership) and certain of its subsidiaries (together with the Partnership, the Acquiring Entities) completed the acquisition of equity interests in certain subsidiaries of USD Group LLC (USD Group) that own 100% of the Hardisty South Terminal (the Acquisition). Upon the closing of the Acquisition, the Partnership and USD Partners GP LLC, the general partner of the Partnership (the GP), completed the cancellation of the incentive distribution rights (IDRs) held by the GP, and the conversion of the GP's approximate 1.6% economic general partner interest in the Partnership into a non-economic general partner interest (the GP/IDR Restructuring and, together with the Acquisition, the Transactions).The total consideration for the Transactions was $75 million in cash plus 5,751,136 newly issued common units representing limited partner interests in the Partnership (the Common Units) that were issued to USD Group.

US Development Group, LLC (USD) is the parent company of USD Group, which is the sole owner of the membership interests of USD Partners GP LLC, the Issuer's general partner. USD manages USD Group. ECP ControlCo, LLC (ECP ControlCo) is the managing member of Energy Capital Partners III, LLC (ECP), which is the general partner of Energy Capital Partners GP III, LP (ECP GP), which is the general partner of each of Energy Capital Partners III, LP (ECP III), Energy Capital Partners III-A, LP (ECP-A), Energy Capital Partners III-B (USD IP), LP (ECP-B), and Energy Capital Partners III-C (USD IP), LP ((ECP-C) and together with ECP III,ECP-A and ECP-B, the "ECP Funds"). As a result, ECP ControlCo, ECP and ECP GP have voting and investment control over the securities owned by the ECP Funds. USD Holdings, LLC (USD Holdings) and the ECP Funds are members of USD and, with ECP and ECP ControlCo, may be deemed to indirectly beneficially own the limited partner interests beneficially owned by USD.

Following the transactions reported herein, USD Group directly holds 17,308,226 common units representing 51.9% of the common units and 51.9% of the limited partnership interests in the Issuer. USD Holdings is a 45.5% member of USD, and may therefore be deemed to indirectly beneficially own 7,875,243 common units, representing 45.5% of the limited partnership interests held by USD Group. ECP ControlCo, ECP, ECP GP and the ECP Funds collectively hold 49.2% of the membership interest in USD, and may therefore be deemed to indirectly beneficially own 8,515,647 common units, representing 49.2% of the limited partnership interests held by USD Group.

Represents the grant of phantom units. Each phantom unit is the economic equivalent of one common unit of USDP. The phantom units vest in four annual installments commencing on the one-year anniversary of the issuance date.

Includes 402,372 phantom units.

Represents the vesting of Phantom Units which are settled in cash pursuant to the terms of the applicable award agreement.

Each phantom unit is the economic equivalent of one common unit of USDP and settles in cash on the vesting date pursuant to the terms of the applicable award agreement. The phantom units vest on the one-year anniversary of the grant date.

Represents common units of limited partnership interest withheld by the Issuer to satisfy tax withholding obligations of the Reporting Person upon the vesting of outstanding phantom units.

Includes 61,523 phantom units.

Represents the grant of phantom units. Each phantom unit is the economic equivalent of one common unit of USDP. The phantom units vest in four annual installments commencing on the one-year anniversary of the issuance date.

Includes 85,779 phantom units.

Represents the grant of phantom units. Each phantom unit is the economic equivalent of one common unit of USDP. The phantom units vest in four annual installments commencing on the one-year anniversary of the issuance date.

Includes 140,578 phantom units.

Represents the grant of phantom units. Each phantom unit is the economic equivalent of one common unit of USDP. The phantom units vest on the one-year anniversary of the grant date.

Includes 13,136 phantom units.

Represents the grant of phantom units. Each phantom unit is the economic equivalent of one common unit of USDP. The phantom units vest in four annual installments commencing on the one-year anniversary of the issuance date.

Includes 78,873 phantom units.

Represents the vesting of Phantom Units which are settled in cash pursuant to the terms of the applicable award agreement.

Each phantom unit is the economic equivalent of one common unit of USDP and settles in cash on the vesting date pursuant to the terms of the applicable award agreement. The phantom units vest on the one-year anniversary of the grant date.

Represents the grant of phantom units. Each phantom unit is the economic equivalent of one common unit of USDP. The phantom units vest on the one-year anniversary of the grant date.

Includes 13,136 phantom units.

Represents the grant of phantom units. Each phantom unit is the economic equivalent of one common unit of USDP. The phantom units vest in four annual installments commencing on the one-year anniversary of the issuance date.

Includes 216,872 phantom units.

Represents common units of limited partnership interest withheld by the Issuer to satisfy tax withholding obligations of the Reporting Person upon the vesting of outstanding phantom units.

Includes 101,985 phantom units.

Represents common units of limited partnership interest withheld by the Issuer to satisfy tax withholding obligations of the Reporting Person upon vesting of outstanding phantom units.

Includes 122,068 phantom units.

Represents common units of limited partnership interest withheld by the Issuer to satisfy tax withholding obligations of the Reporting Person upon vesting of outstanding phantom units.

Includes 55,358 phantom units.

Each phantom unit is the economic equivalent of one common unit of USDP and settles in cash on the vesting date pursuant to the terms of the applicable award agreement. The phantom units vest on the one-year anniversary of the grant date.

Represents the vesting of Phantom Units which are settled in cash pursuant to the terms of the applicable award agreement.

Includes 13,136 phantom units which vested on February 16, 2022.

Represents the grant of phantom units. Each phantom unit is the economic equivalent of one common unit of USDP. The phantom units vest in four annual installments commencing on the one-year anniversary of the issuance date.

Includes 164,568 phantom units.

Represents common units of limited partnership interest withheld by the Issuer to satisfy tax withholding obligations of the Reporting Person upon vesting of outstanding phantom units.

Includes 283,199 phantom units.

Represents common units of limited partnership interest withheld by the Issuer to satisfy tax withholding obligations of the Reporting Person upon vesting of outstanding phantom units.

Includes 151,491 phantom units.

Represents the vesting of Phantom Units which are settled in cash pursuant to the terms of the applicable award agreement.

Each phantom unit is the economic equivalent of one common unit of USDP and settles in cash on the vesting date pursuant to the terms of the applicable award agreement. The phantom units vest on the one-year anniversary of the grant date.

The price reported in column 4 is a weighted average price. The units were sold in multiple transactions at prices ranging from $4.87 to $4.99, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission upon request, full information regarding the number of units sold at each separate price within the ranges set forth in this footnote.

Includes 63,225 phantom units.