TXO Energy Partners, L.P. 5,000,000 Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENTTXO Energy Partners, L.P. • January 31st, 2023 • Crude petroleum & natural gas • New York
Company FiledJanuary 31st, 2023 Industry JurisdictionMorningStar Partners, L.P., a Delaware limited partnership (to be renamed prior to the Closing Date (as defined below) to TXO Energy Partners, L.P., the “Partnership”), proposes, subject to the terms and conditions stated herein, to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”), an aggregate of 5,000,000 common units representing limited partner interests in the Partnership (the “Common Units”). Such aggregate of 5,000,000 Common Units to be purchased from the Partnership by the Underwriters are called the “Firm Units.” In addition, the Partnership has agreed to issue and sell to the Underwriters, upon the terms and conditions stated herein, up to an additional 750,000 Common Units (the “Additional Units”) to cover over-allotments by the Underwriters, if any. The Firm Units and the Additional Units are collectively referred to in this Agreement as the “Units.” Raymond James & Associates, Inc. (“Raymond James”) and Stifel, Nicolaus & Company,
TXO Energy Partners, L.P. [•] Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENTMorningStar Partners, L.P. • January 18th, 2023 • Crude petroleum & natural gas • New York
Company FiledJanuary 18th, 2023 Industry JurisdictionMorningStar Partners, L.P., a Delaware limited partnership (to be renamed prior to the Closing Date (as defined below) to TXO Energy Partners, L.P., the “Partnership”), proposes, subject to the terms and conditions stated herein, to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”), an aggregate of [•] common units representing limited partner interests in the Partnership (the “Common Units”). Such aggregate of [•] Common Units to be purchased from the Partnership by the Underwriters are called the “Firm Units.” In addition, the Partnership has agreed to issue and sell to the Underwriters, upon the terms and conditions stated herein, up to an additional [•] Common Units (the “Additional Units”) to cover over-allotments by the Underwriters, if any. The Firm Units and the Additional Units are collectively referred to in this Agreement as the “Units.” Raymond James & Associates, Inc. (“Raymond James”) and Stifel, Nicolaus & Company, Incorporated ar