TRANSMONTAIGNE PARTNERS L.P. Common Units Representing Limited Partner Interests Having an Aggregate Offering Price of up to $50,000,000 SALES AGREEMENTSales Agreement • September 2nd, 2016 • TransMontaigne Partners L.P. • Pipe lines (no natural gas) • New York
Contract Type FiledSeptember 2nd, 2016 Company Industry JurisdictionTransMontaigne Partners L.P., a Delaware limited partnership (the “Partnership”), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time through Merrill Lynch, Pierce, Fenner & Smith Incorporated, as sales agent and/or principal (the “Agent”), common units representing limited partner interests in the Partnership (the “Common Units”), having an aggregate offering price of up to $50,000,000 (the “Units”), on the terms set forth in this Agreement. The Partnership agrees that whenever it determines to sell Units directly to the Agent as principal it will enter into a separate written Terms Agreement (each, a “Terms Agreement”), in substantially the form of Annex I hereto, relating to such sale in accordance with Section 2(k) hereof. References herein to this “Agreement” or to matters contained “herein” or “hereunder,” or words of similar import, mean this Sales Agreement and any applicable Terms Agreement.