Common use of Description of Units Clause in Contracts

Description of Units. The Partnership proposes to issue and sell through one or more of the Managers, each acting as agent and/or principal, common units representing limited partner interests in the Partnership (“Common Units”) having an aggregate gross sales price of up to $200,000,000 (the “Units”) from time to time during the term of this Agreement and on the terms set forth in Section 3 of this Agreement. The Partnership agrees that whenever it determines to sell Units directly to any Manager as principal it will enter into a separate written agreement containing the terms and conditions of such sale with such Manager (a “Terms Agreement”). The Partnership has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the SEC a registration statement on Form S-3 (File No. 333-232316), including a base prospectus, relating to the Units to be issued from time to time by the Partnership, and which incorporates by reference documents that the Partnership has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Partnership has prepared a prospectus supplement specifically relating to the Units (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The “Registration Statement,” as of any time, means such registration statement in the form declared effective by the SEC, as amended by any post-effective amendments thereto at such time, including the exhibits and any schedules thereto at such time, the documents incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities Act and the documents and information otherwise deemed to be a part thereof as of such time pursuant to Rule 430B (“Rule 430B”) of the rules and regulations promulgated by the SEC under the Securities Act (the “Securities Act Regulations”); provided, however, that the “Registration Statement” without reference to a time means such registration statement in the form declared effective by the SEC, as amended by any post-effective amendments thereto as of the time of the first contract of sale for the Units, which time shall be considered the “new effective date” of the Registration Statement with respect to the Units within the meaning of paragraph (f)(2) of Rule 430B, including the exhibits and schedules thereto at such time, the documents and information incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B. The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Partnership with the SEC pursuant to Rule 424(b) of the Securities Act Regulations is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the SEC deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the SEC pursuant to XXXXX. NGL Energy Holdings LLC, a Delaware limited liability company (the “General Partner”), is the sole general partner of the Partnership. NGL Energy Operating LLC, a Delaware limited liability company (“NGL Operating”), together with each entity meeting the definition of “subsidiary” under Rule 405, are collectively referred to herein as the “Subsidiaries.” Each of the General Partner and the Partnership is referred to herein as a “Partnership Party,” and they are collectively referred to herein as the “Partnership Parties.” Each of the Partnership Parties and each of the Subsidiaries is referred to herein as a “Partnership Entity,” and they are collectively referred to herein as the “Partnership Entities.”

Description of Units. The Partnership proposes to issue and sell through one or more of to the ManagersManager, each acting as agent and/or principal, common units representing limited partner interests in the Partnership (the “Common Units”) having an aggregate gross sales price of up to $200,000,000 75,000,000 (the “Units”) from time to time during the term of this Agreement and on the terms set forth in Section 3 of this Agreement. The Partnership agrees that whenever it determines to sell the Units directly to any the Manager as principal it will enter into a separate written agreement agreement, in form and substance satisfactory to the Partnership and the Manager, containing the terms and conditions of such sale with such the Manager (a “Terms Agreement”). The Partnership has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the SEC Commission a registration statement on Form S-3 (File No. 333-232316194213), including a base prospectus, relating to the Units to be issued from time to time by the Partnership, and which incorporates by reference documents that the Partnership has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Partnership has prepared a prospectus supplement specifically relating to the Units (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Partnership will furnish to the Manager, for use by the Manager, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Units. The “Registration Statement,” ”, as of any time, means such registration statement in the form declared effective by the SEC, as amended by any post-effective amendments thereto at such time, including the exhibits and any schedules thereto at such time, the documents incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities Act and the documents and information otherwise deemed to be a part thereof as of such time pursuant to Rule 430B of the Securities Act (“Rule 430B”) of the rules and regulations promulgated by the SEC under the Securities Act (the “Securities Act Regulations”); provided, however, that the “Registration Statement” without reference to a time means such registration statement in the form declared effective by the SEC, as amended by any post-effective amendments thereto as of the time of the first contract of sale for the Units, which time shall be considered the “new effective date” of the Registration Statement with respect to the Units within the meaning of paragraph (f)(2) of Rule 430B, including the exhibits and schedules thereto at such time, the documents and information incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B. The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Partnership with the SEC Commission pursuant to Rule 424(b) of under the Securities Act Regulations is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the SEC Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the SEC Commission pursuant to XXXXX. NGL SunCoke Energy Holdings Partners GP LLC, a Delaware limited liability company (the “General Partner”), ) is the sole general partner of the Partnership, and owns a 2% general partner interest in the Partnership. NGL Energy Operating LLC, a Delaware limited liability company The Partnership’s activities are conducted through the following subsidiaries (“NGL Operating”), together with each entity meeting the definition of “subsidiary” under Rule 405, are collectively referred to herein as called the “Operating Subsidiaries.” Each of the General Partner and the Partnership is referred to herein as a “Partnership Party,” and they are collectively referred to herein as the “Partnership Parties.” Each of the Partnership Parties and each of the Subsidiaries is referred to herein as a “Partnership Entity,” and they are collectively referred to herein as the “Partnership Entities.”):

Description of Units. The Partnership proposes may, from time to time during the term of this Agreement, issue and sell through one or more of to the Managers, each acting as agent sales agents and/or principalprincipals, common units representing limited partner interests in the Partnership (the “Common Units”) ), having an aggregate gross sales offering price of up to $200,000,000 250,000,000 (the “Units”) from time to time during the term of this Agreement and ), on the terms and subject to the conditions set forth in Section 3 of this Agreementherein. The Partnership agrees that that, whenever it the Partnership determines to sell Units directly to any Manager as principal principal, it will enter into a separate written agreement containing the terms and conditions of such sale with such Manager (each, a “Terms Agreement”), in form and substance mutually satisfactory to the Partnership and such Manager, relating to such sale in accordance with Section 3 hereof. The Partnership has filedfiled not earlier than three years prior to the date hereof (the “Execution Date”), in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the SEC Securities and Exchange Commission (the “Commission”), a registration statement on Form S-3 (File No. 333-232316)234334) on Form S-3, including a base prospectusBase Prospectus (as defined below), relating which specifically relates to the Common Units to which may be issued from time to time by the Partnership, and which incorporates by reference documents that the Partnership has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Partnership has prepared a prospectus supplement specifically relating to the Units Prospectus Supplement (the “Prospectus Supplement”as defined below) to the base prospectus included as part of such registration statementBase Prospectus which specifically relates to the Units. The Except where the context otherwise requires, “Registration Statement,” as of any timeused herein, means such the registration statement in statement, including the form declared effective by the SECBase Prospectus, as amended by any post-effective amendments thereto at such time, including the exhibits and any schedules thereto at such time, the documents incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities Act and the documents and information otherwise deemed to be a part thereof as of such time pursuant to Rule 430B (“Rule 430B”) of the rules and regulations promulgated by the SEC under the Securities Act (the “Securities Act Regulations”); provided, however, that the “Registration Statement” without reference to a time means such registration statement in the form declared effective by the SEC, as amended by any post-effective amendments thereto as of the time of the first contract such registration statement’s effectiveness or deemed effectiveness for purposes of sale for the Units, which time shall be considered the “new effective date” Section 11 of the Registration Statement with respect Act, as such section applies to the Units within the meaning of paragraph (f)(2) of Rule 430BManagers, including the exhibits and schedules thereto at such time, the documents and information incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B. The base prospectus, including (1) all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Partnership with the SEC pursuant to Rule 424(b) of the Securities Act Regulations is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the SEC deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the SEC pursuant to XXXXX. NGL Energy Holdings LLC, a Delaware limited liability company (the “General Partner”), is the sole general partner of the Partnership. NGL Energy Operating LLC, a Delaware limited liability company (“NGL Operating”), together with each entity meeting the definition of “subsidiary” under Rule 405, are collectively referred to herein as the “Subsidiaries.” Each of the General Partner and the Partnership is referred to herein as a “Partnership Party,” and they are collectively referred to herein as the “Partnership Parties.” Each of the Partnership Parties and each of the Subsidiaries is referred to herein as a “Partnership Entity,” and they are collectively referred to herein as the “Partnership Entities.”documents

Description of Units. The Partnership proposes to issue and sell through one or more of to the Managers, each acting as agent and/or principal, common units representing limited partner interests in the Partnership (“Common Units”) having an aggregate gross sales price of up to $200,000,000 100,000,000 (the “Units”) from time to time during the term of this Agreement and on the terms set forth in Section 3 of this Agreement. The Partnership agrees that whenever it determines to sell Units directly to any Manager as principal it will enter into a separate written agreement agreement, in form and substance satisfactory to the Partnership and such Manager, containing the terms and conditions of such sale with such Manager (a “Terms Agreement”). The Partnership has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the SEC Commission a registration statement on Form S-3 (File No. 333-232316215857), including a base prospectus, relating to the Units to be issued from time to time by the Partnership, and which incorporates by reference documents that the Partnership has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Partnership has prepared a prospectus supplement specifically relating to the Units (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Partnership will furnish to the Managers, for use by the Managers, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Units. The “Registration Statement,” ”, as of any time, means such registration statement in the form declared effective by the SEC, as amended by any post-effective amendments thereto at such time, including the exhibits and any schedules thereto at such time, the documents incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities Act and the documents and information otherwise deemed to be a part thereof as of such time pursuant to Rule 430B of the Securities Act (“Rule 430B”) of the rules and regulations promulgated by the SEC under the Securities Act (the “Securities Act Regulations”); provided, however, that the “Registration Statement” without reference to a time means such registration statement in the form declared effective by the SEC, as amended by any post-effective amendments thereto as of the time of the first contract of sale for the Units, which time shall be considered the “new effective date” of the Registration Statement with respect to the Units within the meaning of paragraph (f)(2) of Rule 430B, including the exhibits and schedules thereto at such time, the documents and information incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B. The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Partnership with the SEC Commission pursuant to Rule 424(b) of under the Securities Act Regulations is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the SEC Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the SEC Commission pursuant to XXXXX. NGL Energy Holdings LLCThe Partnership Parties, a Delaware limited liability company together with Black Stone Minerals Company, L.P. (the “General PartnerBSMC”), is the sole general partner of the Partnership. NGL Energy Operating LLCBSMC GP, a Delaware limited liability company L.L.C. (“NGL OperatingBSMC GP”), together with each entity meeting the definition of Black Stone Natural Resources, L.L.C. (“subsidiary” under Rule 405BSNR”), are collectively referred to herein as the BSAP II GP, L.L.C. (“Subsidiaries.” Each of the General Partner BSAP II GP”), Black Stone Energy Company, L.L.C. (“BSEC”), BSML Partnership (“BSMLP”), TLW Investments, L.L.C. (“TLW Investments”) and the Partnership is referred to herein as a Black Stone Natural Resources Management Company (“Partnership PartyBSNR Management,” and they are collectively referred to herein as together with BSMC, BSMC GP, BSNR, BSAP II GP, BSEC, BSMLP and TLW Investments, the “Partnership Parties.” Each of the Partnership Parties and each of the Subsidiaries is referred to herein as a “Partnership Entity,” and they Operating Subsidiaries”) are collectively referred to herein as the “Partnership Entities.”

Description of Units. The Partnership proposes to issue and sell through one or more of to the Managers, each acting as agent and/or principal, common units representing limited partner interests in the Partnership (“Common Units”) having an aggregate gross sales price of up to $200,000,000 50,000,000 (the “Units”) from time to time during the term of this Agreement and on the terms set forth in Section 3 of this Agreement. The Partnership agrees that whenever it determines to sell Units directly to any Manager as principal it will enter into a separate written agreement agreement, in form and substance satisfactory to the Partnership and such Manager, containing the terms and conditions of such sale with such Manager (a “Terms Agreement”). The Partnership has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the SEC Commission a registration statement on Form S-3 (File No. 333-232316188982), including a base prospectus, relating to the Units to be issued from time to time by the Partnership, and which incorporates by reference documents that the Partnership has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Partnership has prepared a prospectus supplement specifically relating to the Units (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Partnership will furnish to the Managers, for use by the Managers, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Units. The “Registration Statement,” as of any time, means such registration statement in the form declared effective by the SEC, as amended by any post-effective amendments thereto at such time, including the exhibits and any schedules thereto at such time, the documents incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities Act and the documents and information otherwise deemed to be a part thereof as of such time pursuant to Rule 430B of the Securities Act (“Rule 430B”) of the rules and regulations promulgated by the SEC under the Securities Act (the “Securities Act Regulations”); provided, however, that the “Registration Statement” without reference to a time means such registration statement in the form declared effective by the SEC, as amended by any post-effective amendments thereto as of the time of the first contract of sale for the Units, which time shall be considered the “new effective date” of the Registration Statement with respect to the Units within the meaning of paragraph (f)(2) of Rule 430B, including the exhibits and schedules thereto at such time, the documents and information incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B. The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Partnership with the SEC Commission pursuant to Rule 424(b) of under the Securities Act Regulations is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the SEC Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the SEC Commission pursuant to XXXXX. NGL Energy Holdings LLC, a Delaware limited liability company (the “General Partner”), is the sole general partner of the Partnership. NGL Energy Operating Global Companies LLC, a Delaware limited liability company (“NGL OperatingGlobal Companies”), together with each entity meeting the definition of Global Montello Group Corp., a Delaware corporation (“subsidiary” under Rule 405Global Montello”), Global Partners Energy Canada ULC, an Alberta unlimited liability company (“GPEC”), Xxxxxx Equities, Inc., a Delaware corporation (“Xxxxxx”), Warex Terminals Corporation, a New York corporation (“Warex”), Drake Petroleum Company, Inc., a Massachusetts corporation (“Drake”), Puritan Oil Company, Inc., a New Jersey corporation (“Puritan”), Maryland Oil Company, a Delaware corporation (“Maryland Oil”), Chelsea Sandwich LLC, a Delaware limited liability company (“Chelsea Sandwich”), Xxxx Hes Corp., a Delaware corporation (“Xxxx Hes”), Global Energy Marketing LLC, a Delaware limited liability company (“Global Marketing”), Global Energy Marketing II LLC, a Delaware limited liability company (“Global Marketing II”), Alliance Energy LLC, a Massachusetts limited liability company (“Alliance”), Xxxxxx Oil LLC, a Massachusetts limited liability company (“Xxxxxx Oil”), Global CNG LLC, a Delaware limited liability company (“Global CNG”) and Cascade Xxxxx Holdings LLC, an Oregon limited liability company (“Cascade Xxxxx”) are collectively herein referred to herein as the “Operating Subsidiaries.” Each of the General Partner and the Partnership is referred to herein as a “Partnership Party,” and they are collectively referred to herein as the “Partnership Parties.” Each of the The Partnership Parties and each of the Operating Subsidiaries is are herein referred to herein as a “Partnership Entity,” and they are collectively referred to herein as the “Partnership Entities.”

Description of Units. The Partnership proposes to issue and sell through one or more of to the Managers, each acting as agent and/or or principal, common units representing limited partner interests in the Partnership (“Common Units”) having an aggregate gross sales price of up to $200,000,000 150,000,000 (the “Units”) from time to time during the term of this Agreement and on the terms set forth in Section 3 of this Agreement. The Partnership agrees that whenever it determines to sell Units directly to any Manager as principal it will enter into a separate written agreement agreement, in form and substance satisfactory to the Partnership and such Manager, containing the terms and conditions of such sale with such Manager (a “Terms Agreement”). The Partnership has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the SEC Commission a registration statement on Form S-3 (File No. 333-232316199600), including a base prospectus, relating to the Units to be issued from time to time by the Partnership, and which incorporates by reference documents that the Partnership has filed or will file with the Commission in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Partnership has prepared a prospectus supplement specifically relating to the Units (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Partnership will furnish to the Managers, for use by the Managers, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Units. The “Registration Statement,” ”, as of any time, means such registration statement in the form declared effective by the SEC, as amended by any post-effective amendments thereto at such time, including the exhibits and any schedules thereto at such time, the documents incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities Act and the documents and information otherwise deemed to be a part thereof as of such time pursuant to Rule 430B of the Securities Act (“Rule 430B”) of the rules and regulations promulgated by the SEC under the Securities Act (the “Securities Act Regulations”); provided, however, that the “Registration Statement” without reference to a time means such registration statement in the form declared effective by the SEC, as amended by any post-effective amendments thereto as of the time of the first contract of sale for the Units, which time shall be considered the “new effective date” of the Registration Statement with respect to the Units within the meaning of paragraph (f)(2) of Rule 430B, including the exhibits and schedules thereto at such time, the documents and information incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B. The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or or Prospectus Supplement have most recently been filed by the Partnership with the SEC Commission pursuant to Rule 424(b) of under the Securities Act Regulations is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the SEC Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the SEC Commission pursuant to XXXXX. NGL Energy Holdings LLCThe Partnership Parties, Rose Rock Finance Corporation, a Delaware limited liability company corporation (the “General PartnerRose Rock Finance”), is the sole general partner of the Partnership. NGL Energy Operating Rose Rock Midstream Operating, LLC, a Delaware limited liability company (“NGL Rose Rock Operating”), together with each entity meeting the definition of Rose Rock Midstream Energy GP, LLC, a Delaware limited liability company (“subsidiary” under Rule 405Rose Rock Midstream Energy GP”), Rose Rock Midstream Crude, L.P., a Delaware limited partnership (“Rose Rock Crude”), Rose Rock Midstream Field Services, LLC, a Delaware limited liability company (“Rose Rock Field Services”), SemCrude Pipeline, L.L.C., a Delaware limited liability company (“SCPL”), and White Cliffs, L.L.C., a Delaware limited liability company (“White Cliffs”), Glass Mountain Holding, LLC, an Oklahoma limited liability Company (“GMH”), Glass Mountain Pipeline, LLC, a Delaware limited liability company (“Glass Mountain Pipeline”), and Wattenberg Holding, LLC, an Oklahoma limited liability company (“Wattenberg”), are collectively referred to herein as the “Subsidiaries.” Each of the General Partner and the Partnership is referred to herein as a “Partnership Party,” and they are collectively referred to herein as the “Partnership Parties.” Each of the Partnership Parties and each of the Subsidiaries is referred to herein as a “Partnership Entity,” and they are collectively referred to herein as the “Partnership Entities.” Rose Rock Finance, Rose Rock Operating, Rose Rock Midstream Energy GP, Rose Rock Crude, Rose Rock Field Services, SCPL, White Cliffs, GMH, Glass Mountain Pipeline and Wattenberg are referred to collectively herein as the “Operating Entities.”

Description of Units. The Partnership proposes to issue and sell through one or more of and/or to the Managers, each acting as agent and/or principal, common units representing limited partner interests in the Partnership (“Common Units”) having an aggregate gross sales price of up to $200,000,000 400,000,000 (the “Units”) from time to time during the term of this Agreement and on the terms set forth in Section 3 of this Agreement. The Partnership agrees that whenever it determines to sell Units directly to any Manager as principal it will enter into a separate written agreement agreement, in form and substance satisfactory to the Partnership and such Manager, containing the terms and conditions of such sale with such Manager (a “Terms Agreement”). The Partnership has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the SEC Commission a registration statement on Form S-3 (File No. 333-232316211907), including a base prospectus, relating to the Units to be issued from time to time by the Partnership, and which incorporates by reference documents that the Partnership has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Partnership has prepared a prospectus supplement specifically relating to the Units (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Partnership will furnish to the Managers, for use by the Managers, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Units. The “Registration Statement,” ”, as of any time, means such registration statement in the form declared effective by the SEC, as amended by any post-effective amendments thereto at such time, including the exhibits and any schedules thereto at such time, the documents incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities Act and the documents and information otherwise deemed to be a part thereof as of such time pursuant to Rule 430B of the Securities Act (“Rule 430B”) of the rules and regulations promulgated by the SEC under the Securities Act (the “Securities Act Regulations”); provided, however, that the “Registration Statement” without reference to a time means such registration statement in the form declared effective by the SEC, as amended by any post-effective amendments thereto as of the time of the first contract of sale for the Units, which time shall be considered the “new effective date” of the Registration Statement with respect to the Units within the meaning of paragraph (f)(2) of Rule 430B, including the exhibits and schedules thereto at such time, the documents and information incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B. The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Partnership with the SEC Commission pursuant to Rule 424(b) of under the Securities Act Regulations is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the SEC Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the SEC Commission pursuant to XXXXX. NGL Energy Holdings LLCTC PipeLines GP, Inc., a Delaware limited liability company corporation (the “General Partner”), is a wholly owned subsidiary of TransCanada PipeLines Limited, a Canadian corporation (“TransCanada”). The General Partner is the sole general partner of the Partnership, TC GL Intermediate Limited Partnership, a Delaware limited partnership (“TCGL Intermediate Partnership”), TC Tuscarora Intermediate Limited Partnership, a Delaware limited partnership (“TCT Intermediate Partnership”), and TC PipeLines Intermediate Limited Partnership, a Delaware limited partnership (“TCP Intermediate Partnership” and, together with TCGL Intermediate Partnership and TCT Intermediate Partnership, the “Intermediate Partnerships”). NGL Energy Operating The Partnership owns all of the limited partner interests in each of the Intermediate Partnerships. TCGL Intermediate Partnership owns a 46.45% general partner interest in Great Lakes Gas Transmission Limited Partnership, a Delaware limited partnership (“Great Lakes”). TCT Intermediate Partnership owns (directly and indirectly) a 100% general partner interest in Tuscarora Gas Transmission Company, a Nevada general partnership (“Tuscarora”). TCP Intermediate Partnership owns a 100% membership interest in Bison Pipeline LLC, a Delaware limited liability company (“NGL OperatingBison”), together with each entity meeting a 100% membership interest in Gas Transmission Northwest LLC, a Delaware limited liability company (“GTN”), a 50% general partner interest in Northern Border Pipeline Company, a Texas general partnership (“NBPC”), a 100% membership interest in North Baja Pipeline, LLC, a Delaware limited liability company (“North Baja”), and a 49.9% general partner interest in Portland Natural Gas Transmission System, a Maine general partnership (“PNGTS”). The Partnership and the definition of “subsidiary” under Rule 405, General Partner are collectively referred to herein as the “Subsidiaries.” Each of the General Partner and the Partnership is referred to herein as a “Partnership Party,” and they are collectively referred to herein as the “Partnership Parties.” Each of the Partnership Parties and each of the Subsidiaries is referred to herein as a “Partnership Entity,” and they are collectively referred to herein as the “Partnership Entities.”the

Description of Units. The Partnership proposes to issue and sell through one or more of to the Managers, each acting as agent and/or principal, common units representing limited partner interests in the Partnership (“Common Units”) having an aggregate gross sales price of up to $200,000,000 75,000,000 (the “Units”) from time to time during the term of this Agreement and on the terms set forth in Section 3 of this Agreement. The Partnership agrees that whenever it determines to sell Units directly to any Manager as principal it will enter into a separate written agreement agreement, in form and substance satisfactory to the Partnership and such Manager, containing the terms and conditions of such sale with such Manager (a “Terms Agreement”). The Partnership has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the SEC Commission a registration statement on Form S-3 (File No. 333-232316192105), including a base prospectus, relating to the Units to be issued from time to time by the Partnership, and which incorporates by reference documents that the Partnership has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Partnership has prepared a prospectus supplement specifically relating to the Units (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Partnership will furnish to the Managers, for use by the Managers, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Units. The “Registration Statement,” ”, as of any time, means such registration statement in the form declared effective by the SEC, as amended by any post-effective amendments thereto at such time, including the exhibits and any schedules thereto at such time, the documents incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities Act and the documents and information otherwise deemed to be a part thereof as of such time pursuant to Rule 430B of the Securities Act (“Rule 430B”) of the rules and regulations promulgated by the SEC under the Securities Act (the “Securities Act Regulations”); provided, however, that the “Registration Statement” without reference to a time means such registration statement in the form declared effective by the SEC, as amended by any post-effective amendments thereto as of the time of the first contract of sale for the Units, which time shall be considered the “new effective date” of the Registration Statement with respect to the Units within the meaning of paragraph (f)(2) of Rule 430B, including the exhibits and schedules thereto at such time, the documents and information incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B. The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Partnership with the SEC Commission pursuant to Rule 424(b) of under the Securities Act Regulations is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the SEC Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the SEC Commission pursuant to XXXXX. NGL Energy Holdings LLC, a Delaware limited liability company (the “General Partner”), is the sole general partner of the Partnership. NGL Energy Operating LLC, a Delaware limited liability company (“NGL Operating”), together with each entity meeting the definition of “subsidiary” under Rule 405, The Subsidiaries listed on Schedule I hereto are collectively referred to herein as the “Subsidiaries.” Each of the General Partner The Partnership Parties and the Partnership is Subsidiaries are referred to herein as a “Partnership Party,” and they are collectively referred to herein as the “Partnership Parties.” Each of the Partnership Parties and each of the Subsidiaries is referred to herein individually as a “Partnership Entity,” and they are collectively referred to herein as the “Partnership Entities.”