Common use of Purchase of the Units Clause in Contracts

Purchase of the Units. (a) The Partnership agrees to issue and sell the Underwritten Units to the Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Partnership the respective number of Underwritten Units set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per unit (the “Purchase Price”) of $9.50. In addition, the Partnership agrees to issue and sell the Option Units to the Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Partnership the Option Units at the Purchase Price less an amount per unit equal to any dividends or distributions declared by the Partnership and payable on the Underwritten Units but not payable on the Option Units. If any Option Units are to be purchased, the number of Option Units to be purchased by each Underwriter shall be the number of Option Units which bears the same ratio to the aggregate number of Option Units being purchased as the number of Underwritten Units set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 10 hereof) bears to the aggregate number of Underwritten Units being purchased from the Partnership by the Underwriters, subject, however, to such adjustments to eliminate any fractional Units as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Units at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representatives to the Partnership. Such notice shall set forth the aggregate number of Option Units as to which the option is being exercised and the date and time when the Option Units are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

Purchase of the Units. (a) The Partnership agrees to issue and sell the Underwritten Units to the Underwriters as provided in this Agreement, and each Underwriter, on On the basis of the representationsrepresentations and warranties contained in, warranties and agreements set forth herein and subject to the terms and conditions set forth hereinof, agreesthis Agreement, the Partnership agrees to sell 5,000,000 Firm Units to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Partnership the respective number of Underwritten Firm Units set forth opposite such that Underwriter’s 's name in Schedule 1 hereto at a price per unit (hereto. The respective purchase obligations of the “Purchase Price”) of $9.50Underwriters with respect to the Firm Units shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Partnership agrees grants to issue the Underwriters an option to purchase up to 750,000 Option Units. Such option is granted for the purpose of covering over-allotments in the sale of Firm Units and sell is exercisable as provided in Section 4 hereof. Option Units shall be purchased severally for the account of the Underwriters in proportion to the number of Firm Units set forth opposite the names of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Units shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Units other than in 100 Unit amounts. In the event the Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have do not exercise the option to purchasedescribed in the preceding paragraph in full within the time prescribed by Section 4 hereof, severally and Sunoco or an affiliate-designee that is not jointlya Partnership Entity (including Sunoco, from the Partnership the Option Units at the Purchase Price less an amount per unit equal to any dividends or distributions declared by the Partnership and payable on the Underwritten Units but not payable on the Option Units. If any Option Units are to be purchased, each a "Sunoco Related Party") shall purchase the number of Option Units to be not purchased by each Underwriter the Underwriters pursuant to such option in the manner provided in Section 4 hereof. The price of both the Firm Units and any Option Units shall be the number of Option Units which bears the same ratio to the aggregate number of Option Units being purchased as the number of Underwritten Units set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 10 hereof) bears to the aggregate number of Underwritten Units being purchased from the Partnership by the Underwriters, subject, however, to such adjustments to eliminate any fractional Units as the Representatives in their sole discretion shall make______ per Unit. The Underwriters may exercise the option Partnership shall not be obligated to purchase Option Units at deliver any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representatives to the Partnership. Such notice shall set forth the aggregate number of Option Units as to which the option is being exercised and the date and time when the Option Units are to be delivered and paid for, which may be on the same date and time as First Delivery Date or the Closing Second Delivery Date (as hereinafter defined) but shall not ), as the case may be, except upon payment for all the Units to be earlier than the Closing purchased on such Delivery Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified thereinprovided herein.

Purchase of the Units. (a) The Partnership agrees to issue and sell the Underwritten Units to the Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Partnership the respective number of Underwritten Units set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per unit (the “Purchase Price”) of $9.50$ . In addition, the Partnership agrees to issue and sell the Option Units to the Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Partnership the Option Units at the Purchase Price less an amount per unit equal to any dividends or distributions declared by the Partnership and payable on the Underwritten Units but not payable on the Option Units. If any Option Units are to be purchased, the number of Option Units to be purchased by each Underwriter shall be the number of Option Units which bears the same ratio to the aggregate number of Option Units being purchased as the number of Underwritten Units set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 10 hereof) bears to the aggregate number of Underwritten Units being purchased from the Partnership by the Underwriters, subject, however, to such adjustments to eliminate any fractional Units as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Units at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representatives to the Partnership. Such notice shall set forth the aggregate number of Option Units as to which the option is being exercised and the date and time when the Option Units are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

Purchase of the Units. (a) The Partnership Company agrees to issue and sell the Underwritten Units to the several Underwriters as provided in this underwriting agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per Unit of $[●] (the “Purchase Price”) from the Partnership Company the respective number of Underwritten Units set forth opposite such Underwriter’s name in Schedule 1 hereto at a price hereto. The Purchase Price shall be allocated as $[●] per unit share (the “Common Stock Purchase Price”) of Common Stock and $9.500.01 per Warrant (the “Warrant Purchase Price”). In addition, the Partnership Company agrees to issue and sell the Option Units to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Partnership Company all or any portion of the Option Units as may be necessary to cover over-allotments made in connection with the transactions contemplated hereby, which may be purchased in any combination of Option Shares and/or Option Warrants at the Common Stock Purchase Price less an amount per unit equal and/or the Warrant Purchase Price, respectively. Upon exercise of the option to purchase Option Units with respect to all or any dividends or distributions declared by the Partnership and payable on the Underwritten Units but not payable on portion of the Option Units. If any Option Units are , subject to be purchasedthe terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Units to be purchased by Shares and/or Option Warrants specified in such notice and (ii) each Underwriter of the Underwriters, acting severally and not jointly, shall be purchase that portion of the total number of Option Units which bears the same ratio to the aggregate number of Shares and/or Option Units Warrants then being purchased as the number of Underwritten Units set forth in Schedule 1 opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 10 hereof) bears to the aggregate number of Underwritten Units being purchased from the Partnership by the Underwriters, subject, however, to such adjustments to eliminate any fractional Units as the Representatives in their sole discretion shall makeUnderwriter. The Underwriters may exercise the option to purchase Option Units at any time in whole, or from time to time in part, on or before the thirtieth forty-fifth day following the date of the Prospectus, by written notice from the Representatives Representative to the PartnershipCompany. Such notice shall set forth the aggregate number of Option Units Shares and/or Option Warrants as to which the option is being exercised and the date and time when the Option Units Shares and/or Option Warrants are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.