0001104659-16-141224 Sample Contracts

NGL ENERGY PARTNERS LP $200,000,000 of Common Units Representing Limited Partner Interests EQUITY DISTRIBUTION AGREEMENT
Equity Distribution Agreement • August 24th, 2016 • NGL Energy Partners LP • Wholesale-petroleum & petroleum products (no bulk stations) • New York

Pursuant to this agreement, entered into as of the date first written above (this “Agreement”), NGL Energy Partners LP, a Delaware limited partnership (the “Partnership”), confirms its agreement regarding the matters set forth herein, with (a) Wells Fargo Securities, LLC (“Wells Fargo”), (b) Credit Suisse Securities (USA) LLC (“Credit Suisse”) and (c) SunTrust Robinson Humphrey, Inc. (“SunTrust”). Each of Wells Fargo, Credit Suisse and SunTrust is referred to herein as a “Manager,” and all of them are referred to herein collectively as the “Managers.”

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