SEVENTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF TXO ENERGY PARTNERS, L.P. A Delaware Limited Partnership Dated as of January 31, 2023TXO Energy Partners, L.P. • January 31st, 2023 • Crude petroleum & natural gas • Delaware
THIS SEVENTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF TXO ENERGY PARTNERS, L.P. dated as of January 31, 2023, is entered into by and between TXO ENERGY GP, LLC, a Delaware limited liability company, as the General Partner, and MORNINGSTAR PARTNERS II, L.P., a Delaware limited partnership, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:
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
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 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,
CONTRIBUTION AND EXCHANGE AGREEMENTContribution and Exchange Agreement • January 31st, 2023 • TXO Energy Partners, L.P. • Crude petroleum & natural gas • Delaware
IN WITNESS WHEREOF, the undersigned has executed and delivered this Agreement for and on behalf of the Exchanging Partners under power of attorney granted pursuant to that certain Sixth Amended and Restated Limited Partnership Agreement of MorningStar Partners, L.P., dated October 29, 2021, such execution and delivery to be effective as of the Effective Date.
