TXO ENERGY PARTNERS, L.P. PHANTOM UNIT AGREEMENTPhantom Unit Agreement • January 18th, 2023 • MorningStar Partners, L.P. • Crude petroleum & natural gas • Delaware
Pursuant to this Phantom Unit Agreement, dated as of the Grant Date set forth in the Grant Notice below (this “Agreement”), TXO Energy GP, LLC (the “Company”), as the general partner of TXO Energy Partners, L.P. (the “Partnership”), hereby grants to the individual identified in the Grant Notice below (the “Participant”) the following award of Phantom Units (“Phantom Units”), pursuant and subject to the terms and conditions of this Agreement and the TXO Energy Partners, L.P. 2023 Long-Term Incentive Plan (the “Plan”), the terms and conditions of which are hereby incorporated into this Agreement by reference. Each Phantom Unit granted hereunder shall constitute a Phantom Unit under the terms of the Plan and is hereby granted in tandem with a corresponding DER, as further detailed in Section 3 below. Except as otherwise expressly provided herein, all capitalized terms used in this Agreement, but not defined, shall have the meanings provided in the Plan.
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • January 18th, 2023 • MorningStar Partners, L.P. • Crude petroleum & natural gas • Delaware
INDEMNIFICATION AGREEMENT (this “Agreement”), made and executed as of [●], by and between TXO Energy Partners, L.P., a Delaware limited partnership (the “Partnership”), TXO Energy GP, LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner”), and [●], an individual resident of the State of [●] (the “Indemnitee”).
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
MorningStar 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
TXO ENERGY PARTNERS, L.P. PHANTOM UNIT AGREEMENTPhantom Unit Agreement • January 18th, 2023 • MorningStar Partners, L.P. • Crude petroleum & natural gas • Delaware
Pursuant to this Phantom Unit Agreement, dated as of the Grant Date set forth in the Grant Notice below (this “Agreement”), TXO Energy GP, LLC (the “Company”), as the general partner of TXO Energy Partners, L.P. (the “Partnership”), hereby grants to the individual identified in the Grant Notice below (the “Participant”) the following award of Phantom Units (“Phantom Units”), pursuant and subject to the terms and conditions of this Agreement and the TXO Energy Partners, L.P. 2023 Long-Term Incentive Plan (the “Plan”), the terms and conditions of which are hereby incorporated into this Agreement by reference. Each Phantom Unit granted hereunder shall constitute a Phantom Unit under the terms of the Plan and is hereby granted in tandem with a corresponding DER, as further detailed in Section 3 below. Except as otherwise expressly provided herein, all capitalized terms used in this Agreement, but not defined, shall have the meanings provided in the Plan.
CONTRIBUTION AND EXCHANGE AGREEMENTContribution and Exchange Agreement • January 18th, 2023 • MorningStar Partners, L.P. • Crude petroleum & natural gas • Delaware
This Contribution and Exchange Agreement (this “Agreement”), is made and entered into effective as of January [●], 2023 (the “Effective Date”), by and among MorningStar Partners, L.P., a Delaware limited partnership (the “Partnership”), MorningStar Oil & Gas, LLC, a Delaware limited liability company and the general partner of the Partnership (“MSOG”), MorningStar Partners II, L.P., a Delaware limited partnership (“MSP II”), and the Limited Partners (as such term is defined in the Existing Partnership Agreement (as hereinafter defined)) of the Partnership named in Schedule 1 hereto (the “Exchanging Partners”). The Partnership, MSOG, MSP II and the Exchanging Partners are sometimes referred to herein individually as a “Party” or collectively as the “Parties”. Reference is made to that certain Sixth Amended and Restated Limited Partnership Agreement of the Partnership, dated as of October 29, 2021 (the “Existing Partnership Agreement”).
