Exhibit 10.2


 


NGL ENERGY PARTNERS LP


 


SERIES D 2019 WARRANT TO PURCHASE COMMON
UNITS


 


THIS WARRANT AND THE SECURITIES ISSUABLE
UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT
MAY NOT BE SOLD OR OFFERED FOR SALE, PLEDGED OR HYPOTHECATED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE
SECURITIES LAWS OF THE STATES OR OTHER JURISDICTIONS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, SUCH WARRANTS
AND THE SECURITIES ISSUABLE UPON EXERCISE OF SUCH WARRANTS MAY ONLY BE TRANSFERRED IF THE TRANSFER AGENT FOR SUCH WARRANTS
AND THE SECURITIES ISSUABLE UPON EXERCISE OF SUCH WARRANTS HAS RECEIVED DOCUMENTATION SATISFACTORY TO IT THAT SUCH TRANSACTION
DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT.


 


	Original Issue Date: [____] [__], 2019	 	Warrant
    Certificate No.: [●]




 


FOR
VALUE RECEIVED, NGL Energy Partners LP, a Delaware limited partnership (the “Partnership”), hereby
certifies that                                                                      ,
a                                                                  ,
or its registered assigns (the “Holder”) is entitled to purchase from the Partnership                      
Common Units at a purchase price per Common Unit of $16.27 (the “Exercise Price”), all subject to the
terms, conditions and adjustments set forth below in this Warrant. Certain capitalized terms used herein are defined in Section 1
hereof. This Warrant is one of a series of like tenor issued by the Partnership pursuant to the terms of the Class D Preferred
Unit and Warrant Purchase Agreement dated as of September [__], 2019 (the “Purchase Agreement”)
between the Partnership and the Purchasers named on Schedule A thereto.


 


1.             Definitions.
As used in this Warrant, the following terms have the respective meanings set forth below:


 


“Aggregate
Exercise Price” means an amount equal to the product of (a) the number of Warrant Units in respect of which
this Warrant is being exercised pursuant to Section 3 hereof, multiplied by (b) the Exercise Price.


 


“Board”
means the board of directors of the General Partner.


 


“Business
Day” means any day, except a Saturday, Sunday or legal holiday, on which banking institutions in the cities of New
York, New York or Tulsa, Oklahoma are authorized or obligated by law or executive order to close.


 



     


     


    

 





“Buy-In”
has the meaning set forth in Section 3(h).


 


“Buy-In
Price” has the meaning set forth in Section 3(h).


 


“Class D
Change of Control” has the meaning set forth in the Partnership Agreement as in effect on the date hereof.


 


“Common
Units” means common units representing limited partner interests in the Partnership, the terms of which are set forth
in the Partnership Agreement.


 


“Common
Units Deemed Outstanding” means, at any given time, the sum of (a) the number of Common Units actually outstanding
at such time, plus (b) the number of Common Units issuable upon conversion, exercise or exchange of Convertible Securities
actually outstanding at such time, including without limitation Warrants in the series issued by the Partnership pursuant to the
Purchase Agreement, in each case, regardless of whether the Convertible Securities are actually convertible, exercisable or exchangeable
at such time; provided, that Common Units Deemed Outstanding at any given time shall not include units owned or held by
or for the account of the Partnership.


 


“Convertible
Securities” means any warrants or other rights exercisable to subscribe for or to purchase Common Units, or
any security convertible into or exchangeable for Common Units, regardless of whether the right to exercise, convert or exchange
any such Convertible Securities is immediately exercisable, including without limitation Warrants in the series issued by the Partnership
pursuant to the Purchase Agreement.


 


“Delaware
LP Act” means the Delaware Revised Uniform Limited Partnership Act.


 


“Exercise
Agreement” has the meaning set forth in Section 3(a)(i).


 


“Exercise
Date” means, for any given exercise of this Warrant, the date on which the conditions to such exercise as set forth
in Section 3 shall have been satisfied at or prior to 5:00 p.m., Central Time, on a Business Day, including, without
limitation, the receipt by the Partnership of the Exercise Agreement, the Warrant and the Aggregate Exercise Price.


 


“Exercise
Period” has the meaning set forth in Section 2.


 


“Exercise
Price” has the meaning set forth in the preamble of this Warrant.


 


“Fair
Market Value” means, as of the Business Day (the “Reference Date”) immediately preceding
the date of determination or, if resulting in a greater amount, for a period (the “Reference Period”)
measured over the three consecutive Business Days ending on the Reference Date: (a) the average closing sale price
of the Common Units on the Reference Date or the VWAP Price for the Reference Period, as applicable, on all domestic securities
exchanges on which the Common Units may at the time be listed; (b) if there have been no sales of the Common Units on any
such exchange on the Reference Date or over the Reference Period, as applicable, the average of the highest bid and lowest asked
prices for the Common Units on all such exchanges at the end of the Reference Date or the Reference Period, as applicable; (c) if
on the Reference Date or over the Reference Period, as applicable, the Common Units are not listed on a domestic securities exchange,
the closing sales price of the Common Units as quoted on the OTC Bulletin Board, the Pink OTC Markets or similar quotation system
or association for the Reference Date or the Reference Period, as applicable; or (d) if there have been no sales of the Common
Units on the OTC Bulletin Board, the Pink OTC Markets or similar quotation system or association on the Reference Date or over
the Reference Period, as applicable, the average of the highest bid and lowest asked prices for Common Units quoted on the OTC
Bulletin Board, the Pink OTC Markets or similar quotation system or association at the end of the Reference Date or the Reference
Period, as applicable; provided, that if the Common Units are listed on any domestic securities exchange, the term “Business
Day” as used in this sentence means Business Days on which such exchange is open for trading. If at any time the
Common Units are not listed on any domestic securities exchange or quoted on the OTC Bulletin Board, the Pink OTC Markets or similar
quotation system or association, the “Fair Market Value” of the Common Units shall be the fair market
value per unit as determined in good faith by the Board.


 



    2


     


    

 





“General
Partner” means NGL Energy Holdings LLC, a Delaware limited liability company and the general partner of the Partnership.


 


“Holder”
has the meaning set forth in the preamble of this Warrant.


 


“Original
Issue Date” means [____] [__], 2019, the date on which this Warrant was issued to the first Holder by the Partnership
pursuant to the Purchase Agreement.


 


“OTC Bulletin
Board” means the Financial Industry Regulatory Authority OTC Bulletin Board electronic inter-dealer quotation system.


 


“Other
Warrants” has the meaning set forth in Section 19.


 


“Partnership”
has the meaning set forth in the preamble of this Warrant.


 


“Partnership
Agreement” means the Seventh Amended and Restated Agreement of Limited Partnership of the Partnership, as amended
from time to time.


 


“Person”
means any individual, sole proprietorship, partnership, limited liability company, corporation, joint venture, trust, incorporated
organization or government or department or agency thereof.


 


“Pink
OTC Markets” means the OTC Markets Group Inc. electronic inter-dealer quotation system, including OTCQX, OTCQB
and OTC Pink.


 


“Preferred
Units” means the Class D Preferred Units representing limited partner interests in the Partnership, the terms
of which are to be set forth in the Partnership Agreement.


 


“Purchase
Agreement” has the meaning set forth in the preamble of this Warrant.


 


“VWAP Price”
as of a particular date means the volume-weighted average trading price, as adjusted for splits, combinations and other similar
transactions, of a Common Unit.


 



    3


     


    

 





“Warrant”
means this Warrant and all warrants issued upon division or combination of, or in substitution for, this Warrant.


 


“Warrant
Unit Adjustment” has the meaning set forth in Section 4(e).


 


“Warrant
Units” means the Common Units purchasable upon exercise of this Warrant in accordance with the terms of this Warrant
(without taking into account any limitations or restrictions on the exercisability of this Warrant, other than with respect to
Section 2 or Section 3 of this Warrant).


 


2.             Term
of Warrant. Subject to the terms and conditions hereof, at any time or from time to time during the period beginning on
the first anniversary of the Original Issue Date and ending at 5:00 p.m., Central Time, on the tenth anniversary of the Original
Issue Date or, if such day is not a Business Day, on the next Business Day (the “Exercise Period”), the
Holder of this Warrant may exercise this Warrant for the Warrant Units purchasable hereunder (subject to adjustment as provided
herein) as provided in Section 3. Holders may not exercise this Warrant except during the Exercise Period.


 


3.             Exercise
of Warrant.


 


(a)           Vesting
and Exercise Procedure. Notwithstanding anything to the contrary herein, including the vesting provisions of Section 2,
the Holder may purchase all or any part of the Warrant Units purchasable upon exercise of this Warrant beginning on the earlier
of (i) the first anniversary of the Original Issue Date, (ii) the consummation of a Class D Change of Control and
(iii) the voluntary or involuntary dissolution, liquidation or winding-up of the Partnership. The Holder may exercise this
Warrant only upon:


 


(i)             surrender
of this Warrant to the Partnership at its then principal executive offices (or an indemnification undertaking with respect to this
Warrant in the case of its loss, theft or destruction), together with an Exercise Agreement in the form attached hereto as Exhibit A
(each, an “Exercise Agreement”), duly completed (including specifying the number of Warrant Units to
be purchased) and executed; and


 


(ii)            payment
to the Partnership of the Aggregate Exercise Price in accordance with Section 3(b).


 


(b)           Payment
of the Aggregate Exercise Price. Payment of the Aggregate Exercise Price shall be made, at the option of the Holder as
expressed in the Exercise Agreement, only by the following methods:


 


(i)             by
delivery to the Partnership of a certified or official bank check payable to the order of the Partnership or by wire transfer of
immediately available funds to an account designated in writing by the Partnership, in the amount of such Aggregate Exercise Price;


 


(ii)            by
instructing the Partnership to withhold a number of Warrant Units in an amount equal to the quotient of (A) the Aggregate
Exercise Price and (B) the Fair Market Value of one Warrant Unit as of the Exercise Date; or


 


(iii)           any
combination of the foregoing.


 



    4


     


    

 





In the event of any withholding of Warrant
Units pursuant to clause (ii) or (iii) above where the number of units whose value is equal to the Aggregate Exercise
Price is not a whole number, the number of units withheld by or surrendered to the Partnership shall be rounded up to the nearest
whole unit and the Partnership shall make a cash payment to the Holder (by delivery of a certified or official bank check or by
wire transfer of immediately available funds) based on the incremental fraction of a unit being so withheld by or surrendered to
the Partnership in an amount equal to the product of (x) such incremental fraction of a Warrant Unit being so withheld or
surrendered multiplied by (y) the Fair Market Value per Warrant Unit as of the Exercise Date.


 


(c)            Delivery
of Certificates. Upon receipt by the Partnership of the Exercise Agreement, surrender of this Warrant and payment of the
Aggregate Exercise Price (in accordance with Section 3(a) hereof), the Partnership shall, within three Business
Days thereafter, execute (or cause to be executed) and deliver (or cause to be delivered) to the Holder a certificate or certificates
representing the Warrant Units issuable upon such exercise, together with cash in lieu of any fraction of a unit, as provided in
Section 3(d) hereof. Certificates shall be transmitted by the Partnership’s transfer agent by crediting
the account of the Holder’s prime broker with The Depository Trust Company through its Deposit / Withdrawal At Custodian
system if the Holder is a participant in such system, and otherwise by physical delivery to the address specified by the Holder
in the Exercise Agreement. The certificate or certificates so delivered shall be, to the extent possible, in such denomination
or denominations as the exercising Holder shall reasonably request in the Exercise Agreement and shall be registered in the name
of the Holder or, subject to compliance with Section 6 below, such other Person’s name as shall be designated
in the Exercise Agreement. This Warrant shall be deemed to have been exercised and such certificate or certificates of Warrant
Units shall be deemed to have been issued, and the Holder or any other Person so designated to be named therein shall be deemed
to have become a holder of record of such Warrant Units for all purposes, as of the Exercise Date.


 


(d)            Fractional
Units. The Partnership shall not be required to issue a fractional Warrant Unit upon exercise of any Warrant. As to any
fraction of a Warrant Unit that the Holder would otherwise be entitled to purchase upon such exercise, the Partnership shall pay
to such Holder an amount in cash (by delivery of a certified or official bank check or by wire transfer of immediately available
funds) equal to the product of (i) such fraction multiplied by (ii) the Fair Market Value of one Warrant Unit on the
Exercise Date.


 


(e)            Delivery
of New Warrant. Unless the purchase rights represented by this Warrant shall have expired or shall have been fully exercised,
the Partnership shall, at the time of delivery of the certificate or certificates representing the Warrant Units being issued in
accordance with Section 3(c) hereof, deliver to the Holder a new Warrant evidencing the rights of the Holder to
purchase the unexpired and unexercised Warrant Units called for by this Warrant. Such new Warrant shall in all other respects be
identical to this Warrant.


 


(f)            Valid
Issuance of Warrant and Warrant Units; Payment of Taxes. With respect to the exercise of this Warrant, the Partnership
hereby represents, covenants and agrees:


 



    5


     


    

 





(i)            This
Warrant is, and any Warrant issued in substitution for or replacement of this Warrant shall be, upon issuance, duly authorized
and validly issued.


 


(ii)           All
Warrant Units issuable upon the exercise of this Warrant pursuant to the terms hereof shall be, upon issuance, and the Partnership
shall take all such actions as may be necessary or appropriate in order that such Warrant Units are, validly issued, fully paid
(to the extent required under applicable law and the Partnership Agreement) and non-assessable (except as such nonassessability
may be affected by Sections 17-303, 17-607 and 17-804 of the Delaware LP Act), issued without violation of any preemptive or similar
rights of any unitholder of the Partnership and free and clear of all taxes, liens and charges.


 


(iii)          The
Partnership shall take all such actions as may be necessary to ensure that all such Warrant Units are issued without violation
by the Partnership of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon
which Common Units or other securities constituting Warrant Units may be listed at the time of such exercise (except for official
notice of issuance which shall be immediately delivered by the Partnership upon each such issuance).


 


(iv)          The
Partnership shall use its reasonable best efforts to cause the Warrant Units, immediately upon such exercise, to be listed on any
domestic securities exchange upon which Common Units or other securities constituting Warrant Units are listed at the time of such
exercise.


 


(v)           The
Partnership shall pay all expenses in connection with, and all taxes and other governmental charges that may be imposed with respect
to, the issuance or delivery of Warrant Units upon exercise of this Warrant; provided, that the Partnership shall not be
required to pay any tax or governmental charge that may be imposed with respect to any applicable withholding or the issuance or
delivery of the Warrant Units to any Person other than the Holder, and no such issuance or delivery shall be made unless and until
the Person requesting such issuance has paid to the Partnership the amount of any such tax, or has established to the satisfaction
of the Partnership that such tax has been paid.


 


(g)            Conditional
Exercise. Notwithstanding any other provision hereof, if an exercise of any portion of this Warrant is to be made in connection
with (i) a sale of the Partnership (pursuant to a merger, sale of units, or otherwise), (ii) a sale of Common Units pursuant
to a registered offering under the Securities Act or (iii) a Class D Change of Control, such exercise may at the election
of the Holder be conditioned upon the consummation of such transaction, registered offering or Class D Change of Control,
in which case such exercise shall not be deemed to be effective until immediately prior to the consummation of such transaction,
registered offering or Class D Change of Control.


 


(h)            Buy-In.
In addition to any other rights available to the Holder, if the Partnership fails to deliver
to the Holder a certificate or certificates representing the Warrant Units in accordance with Section 3(c) hereof
within seven Business Days of receipt by the Partnership of the Exercise Agreement and surrender of this Warrant (in accordance
with Section 3(a) hereof) and payment of the Aggregate Exercise Price, and if after such date the Holder is required
by its broker to purchase (in an open market transaction or otherwise) Common Units to deliver in satisfaction of a sale by the
Holder of the Warrant Units which the Holder anticipated receiving upon such exercise (a “Buy-In”), then
the Partnership shall, at the Holder’s option, either (i) pay cash to the Holder in an amount equal to the Holder’s
total purchase price (including brokerage commissions, if any) for the Common Units so purchased (the “Buy-In Price”),
at which point the Partnership’s obligation to deliver such certificate (and to issue such Common Units) shall terminate,
or (ii) promptly honor its obligation to deliver to the Holder a certificate or certificates representing such Common Units
and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number
of Common Units, times (B) the closing bid price on the date of exercise. The Holder shall provide the Partnership written
notice indicating the amounts payable to the Holder in respect of the Buy-In, together with applicable confirmations and other
evidence reasonably requested by the Partnership. Nothing herein shall limit a Holder’s right to pursue any other remedies
available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive
relief with respect to the Partnership’s failure to timely deliver certificates representing Common Units upon exercise of
this Warrant as required pursuant to the terms hereof.


 



    6


     


    

 





4.              Adjustment
to Number of Warrant Units. The number of Warrant Units issuable upon exercise of this Warrant shall be subject to adjustment
from time to time as provided in this Section 4 (in each case, after taking into consideration any prior adjustments
pursuant to this Section 4).


 


(a)            Adjustment
to Number of Warrant Units Upon Dividend, Distribution, Subdivision or Combination of Common Units. If the Partnership
shall, at any time or from time to time after the Original Issue Date, (i) pay a dividend or make any other distribution upon
the Common Units or any other limited partner interests of the Partnership payable in Common Units or Convertible Securities, or
(ii) subdivide (by any split, recapitalization or otherwise) its outstanding Common Units into a greater number of units,
the number of Warrant Units issuable upon exercise of this Warrant immediately prior to any such dividend, distribution or subdivision
shall be proportionately increased. If the Partnership at any time combines (by combination, reverse split or otherwise) its outstanding
Common Units into a smaller number of units, the number of Warrant Units issuable upon exercise of this Warrant immediately prior
to such combination shall be proportionately decreased. Any adjustment under this Section 4(a) shall become effective
at the close of business on the date the dividend, distribution, subdivision or combination becomes effective.


 


(b)            Adjustment
to Number of Warrant Units Upon a Class D Change of Control. In the event of any Class D Change of Control, each
Warrant shall, immediately after such Class D Change of Control, remain outstanding and shall thereafter, in lieu of or in
addition to (as the case may be) the number of Warrant Units then exercisable under this Warrant, be exercisable for the kind and
number of other securities or assets of the Partnership or of the successor Person resulting from such Class D Change of Control,
with appropriate adjustment made to the number of Warrant Units and Exercise Price as required by reference to the applicable exchange
ratio or other similar mechanic that provides for the allocation of consideration, if any, to the holders of Common Units in such
Class D Change of Control; and, in such case, appropriate adjustment (in form and substance satisfactory to the Holder) shall
be made with respect to the Holder’s rights under this Warrant to ensure that the provisions of this Section 4(b) shall
thereafter be applicable, as nearly as possible, to this Warrant in relation to any securities or assets thereafter acquirable
upon exercise of this Warrant. The provisions of this Section 4(b) shall similarly apply to successive Class D
Changes of Control. The Partnership shall not effect any such Class D Change of Control unless, prior to the consummation
thereof, the successor Person (if other than the Partnership) resulting from such Class D Change of Control, shall assume,
by written instrument substantially similar in form and substance to this Warrant and satisfactory to the Holder, the obligation
to deliver to the Holder such securities or assets which, in accordance with the foregoing provisions, such Holder shall be entitled
to receive upon exercise of this Warrant. Notwithstanding anything to the contrary contained herein, including the vesting provisions
of Section 2, with respect to any Class D Change of Control or other transaction contemplated by the provisions
of this Section 4(b), the Holder shall have the right to elect prior to the consummation of such event or transaction,
to give effect to the exercise rights contained in Section 3 instead of giving effect to the provisions contained in
this Section 4(b) with respect to this Warrant.


 



    7


     


    

 





(c)            Certain
Events. If any event of the type contemplated by the provisions of this Section 4 but not expressly provided
for by such provisions (including, without limitation, the granting of unit appreciation rights, phantom unit rights or other rights
with equity features) occurs, then the Board shall make an appropriate adjustment in the number of Warrant Units issuable upon
exercise of this Warrant so as to protect the rights of the Holder in a manner consistent with the provisions of this Section 4;
provided, that no such adjustment pursuant to this Section 4(c) shall decrease the number of Warrant Units
issuable as otherwise determined pursuant to this Section 4.


 


(d)            Certificate
as to Adjustment.


 


(i)            As
promptly as reasonably practicable following any adjustment of the number of Warrant Units pursuant to the provisions of this Section 4,
but in any event not later than five Business Days thereafter, the Partnership shall furnish to the Holder a certificate of an
executive officer setting forth in reasonable detail such adjustment and the facts upon which it is based and certifying the calculation
thereof.


 


(ii)           As
promptly as reasonably practicable following the receipt by the Partnership of a written request by the Holder, but in any event
not later than five Business Days thereafter, the Partnership shall furnish to the Holder a certificate of an executive officer
certifying the number of Warrant Units or the amount, if any, of other, securities or assets then issuable upon exercise of the
Warrant.


 


(e)            Adjustment
in Exercise Price. Upon any adjustment to the number of Warrant Units issuable upon exercise of this Warrant pursuant to
this Section 4 (each, a “Warrant Unit Adjustment”), the Aggregate Exercise Price upon the
exercise of this Warrant thereafter shall be adjusted by multiplying the Aggregate Exercise Price applicable prior to such Warrant
Unit Adjustment by a fraction: the numerator of which shall be the number of Warrants Units issuable upon exercise of this Warrant
immediately prior to such Warrant Unit Adjustment and the denominator of which shall be the number of Warrant Units issuable upon
exercise of this Warrant immediately after such Warrant Unit Adjustment.


 



    8


     


    

 





(f)            Notices.
In the event:


 


(i)             that
the Partnership shall take a record of the holders of its Common Units (or other securities at the time issuable upon exercise
of the Warrant) for the purpose of entitling or enabling them to receive any dividend or any other distribution, to vote at a meeting
(or by written consent), to receive any right to subscribe for or purchase any class or any other securities, or to receive any
other security; or


 


(ii)           of
the voluntary or involuntary dissolution, liquidation or winding-up of the Partnership; or


 


(iii)          of
any Class D Change of Control;


 


then,
and in each such case, the Partnership shall send or cause to be sent to the Holder at least 10 days prior to the applicable record
date or the applicable expected effective date, as the case may be, for the event, a written notice specifying, as the case may
be, (A) the record date for such dividend, distribution, meeting or consent or other right or action, and a description of
such dividend, distribution or other right or action to be taken at such meeting or by written consent, or (B) the effective
date on which such Class D Change of Control or dissolution, liquidation or winding-up is proposed to take place, and
the date, if any is to be fixed, as of which the books of the Partnership shall close or a record shall be taken with respect to
which the holders of record of Common Units (or securities at the time issuable upon exercise of the Warrant) shall be entitled
to exchange their Common Units (or such other securities) for securities or other property deliverable upon such Class D Change
of Control or dissolution, liquidation or winding-up, and the amount per unit and character of such exchange applicable to the
Warrant and the Warrant Units.


 


5.            Purchase
Rights. In addition to any adjustments pursuant to Section 4 above, if at any time the Partnership grants,
issues or sells any Common Units, Convertible Securities or rights to purchase units, warrants, securities or other property exclusively
pro rata to the record holders of Common Units (the “Purchase Rights”), then the Holder shall be entitled
to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder would have acquired
if the Holder had held the number of Warrant Units acquirable upon complete exercise of this Warrant immediately before the date
on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as
of which the record holders of Common Units are to be determined for the grant, issue or sale of such Purchase Rights.


 


6.            Transfer
of Warrant. Subject to the transfer conditions referred to in the legend endorsed hereon, this Warrant and all rights hereunder
are transferable, in whole or in part, by the Holder without charge to the Holder, upon surrender of this Warrant to the Partnership
at its then principal executive offices with a properly completed and duly executed Assignment in the form attached hereto as Exhibit B,
together with funds sufficient to pay any transfer taxes described in Section 3(f)(v) in connection with the making
of such transfer. Upon such compliance, surrender and delivery and, if required, such payment, the Partnership shall execute and
deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denominations specified in such instrument
of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant, if any, not so assigned and
this Warrant shall promptly be cancelled. Warrants may be transferred separately from Preferred Units.


 



    9


     


    

 





7.              Holder
Not Deemed a Unitholder; Limitations on Liability. Prior to the issuance to the Holder of the Warrant Units to which the
Holder is then entitled to receive upon the due exercise of this Warrant, the Holder shall not be entitled to vote or receive dividends
or any other distribution or be deemed the holder of limited partner interests of the Partnership for any purpose, nor shall anything
contained in this Warrant be construed to confer upon the Holder, as such, any of the rights of a unitholder of the Partnership
or any right to vote, give or withhold consent to any partnership action (whether any reorganization, issue of limited partner
interests, reclassification of limited partner interests, consolidation, merger, conveyance or otherwise), receive notice of meetings,
receive dividends, distributions or subscription rights, or otherwise. In addition, nothing contained in this Warrant shall be
construed as imposing any liabilities on the Holder to purchase any securities (upon exercise of this Warrant or otherwise) or
as a unitholder of the Partnership, whether such liabilities are asserted by the Partnership or by creditors of the Partnership.
Notwithstanding this Section 7, (i) the Partnership shall provide the Holder with copies of the same notices and
other information given to the unitholders of the Partnership generally, contemporaneously with the giving thereof to the unitholders
and (ii) the Partnership shall not amend or modify its Partnership Agreement in a manner adverse to any rights or benefits
applicable to the Warrant Units thereunder.


 


8.              Replacement
on Loss; Division and Combination.


 


(a)            Replacement
of Warrant on Loss. Upon receipt of evidence reasonably satisfactory to the Partnership of the loss, theft, destruction
or mutilation of this Warrant and upon delivery of an indemnity reasonably satisfactory to it (it being understood that a written
indemnification agreement with an affidavit of loss of the Holder shall be a sufficient indemnity) and, in case of mutilation,
upon surrender of such Warrant for cancellation to the Partnership, the Partnership at its own expense shall execute and deliver
to the Holder, in lieu hereof, a new Warrant of like tenor and exercisable for an equivalent number of Warrant Units as the Warrant
so lost, stolen, mutilated or destroyed; provided, that, in the case of mutilation, no indemnity shall be required if this
Warrant in identifiable form is surrendered to the Partnership for cancellation.


 


(b)           Division
and Combination of Warrant. Subject to compliance with the applicable provisions of this Warrant as to any transfer or
other assignment which may be involved in such division or combination, this Warrant may be divided or, following any such division
of this Warrant, subsequently combined with other Warrants, upon the surrender of this Warrant or Warrants to the Partnership at
its then principal executive offices, together with a written notice specifying the names and denominations in which new Warrants
are to be issued, signed by the respective Holders or their agents or attorneys. Subject to compliance with the applicable provisions
of this Warrant as to any transfer or assignment which may be involved in such division or combination, the Partnership shall at
its own expense execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants so surrendered in accordance
with such notice. Such new Warrant or Warrants shall be of like tenor to the surrendered Warrant or Warrants and shall be exercisable
in the aggregate for an equivalent number of Warrant Units as the Warrant or Warrants so surrendered in accordance with such notice.


 



    10


     


    

 





9.             No
Impairment. The Partnership shall not, by amendment of its Certificate of Formation or Partnership Agreement, or through
any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities, or any other voluntary
action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed by it hereunder, but
shall at all times in good faith assist in the carrying out of all the provisions of this Warrant and in the taking of all such
action as may reasonably be requested by the Holder in order to protect the exercise rights of the Holder against dilution or other
impairment, consistent with the tenor and purpose of this Warrant.


 


10.           Agreement
to Comply with the Securities Act; Legend. The Holder, by acceptance of this Warrant, agrees to comply in all respects
with the provisions of this Section 10 and the restrictive legend requirements set forth on the face of this Warrant
and further agrees that such Holder shall not offer, sell or otherwise dispose of this Warrant or any Warrant Units to be issued
upon exercise hereof except under circumstances that will not result in a violation of the Securities Act. All Warrant Units issued
upon exercise of this Warrant (unless registered under the Securities Act or the conditions for the removal of the legend set forth
in Section 8.06 of the Partnership Agreement are otherwise satisfied) shall be stamped or imprinted with a legend in substantially
the following form:


 


“These securities have
not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities
laws of any state or other jurisdiction. These securities may not be sold or offered for sale, pledged or hypothecated except pursuant
to an effective registration statement under the Securities Act or pursuant to an exemption from registration thereunder, in each
case in accordance with all applicable securities laws of the states or other jurisdictions, and in the case of a transaction exempt
from registration, such securities may only be transferred if the transfer agent for such securities has received documentation
satisfactory to it that such transaction does not require registration under the Securities Act.”


 


11.            Warrant
Register. The Partnership (or the General Partner on its behalf) shall keep and properly maintain at its principal executive
offices books for the registration of the Warrant and any transfers thereof. The Partnership may deem and treat the Person in whose
name the Warrant is registered on such register as the Holder thereof for all purposes, and the Partnership shall not be affected
by any notice to the contrary, except any assignment, division, combination or other transfer of the Warrant effected in accordance
with the provisions of this Warrant.


 


12.            Notices.
All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed
to have been given: (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee
if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by facsimile or e-mail of a
portable document format (pdf) document (with confirmation of transmission) if sent during normal business hours of the recipient,
and on the next Business Day if sent after normal business hours of the recipient; or (d) on the third day after the date
mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective
parties at the addresses indicated below (or at such other address for a party as shall be specified in a notice given in accordance
with this Section 12).


 



    11


     


    

 





	If to the Partnership:	NGL Energy Partners LP
 6120 South Yale Avenue
 Suite 805
 Tulsa, Oklahoma 74316
 Attention: Kurston P. McMurray, General Counsel
 Facsimile: (918) 481-5896
 Email: Kurston.McMurray@nglep.com
	 	 
	with a copy to (which shall not constitute notice):
	 	 
	 	Hunton Andrews Kurth LLP
 600 Travis St., Suite 4200
 Houston, Texas 77002
 Attention: G. Michael O’Leary and Henry Havre
 Facsimile: (713) 220-4285
 Email: gmoleary@huntonak.com
 Email: henryhavre@huntonak.com
	 	 
	If to the Holder:	[●]
	 	 
	with a copy to (which shall not constitute notice):
	 	 
	 	Kirkland & Ellis LLP
	 	609 Main Street
	 	Houston, TX 77002
	 	Attention: John Pitts and Julian Seiguer
	 	Facsimile: (713) 835-3601
	 	Email: john.pitts@kirkland.com
	 	Email: julian.seiguer@kirkland.com




 


13.            Cumulative
Remedies. Except to the extent expressly provided in Section 7 to the contrary, the rights and remedies provided
in this Warrant are cumulative and are not exclusive of, and are in addition to and not in substitution for, any other rights or
remedies available at law, in equity or otherwise.


 


14.            Equitable
Relief. Each of the Partnership and the Holder acknowledges that a breach or threatened breach by such party of any of
its obligations under this Warrant would give rise to irreparable harm to the other party hereto for which monetary damages would
not be an adequate remedy and hereby agrees that in the event of a breach or a threatened breach by such party of any such obligations,
the other party hereto shall, in addition to any and all other rights and remedies that may be available to it in respect of such
breach, be entitled to equitable relief, including a restraining order, an injunction, specific performance and any other relief
that may be available from a court of competent jurisdiction.


 



    12


     


    

 





15.            Entire
Agreement. This Warrant, together with the Purchase Agreement, constitutes the sole and entire agreement of the parties
to this Warrant with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings
and agreements, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements
in the body of this Warrant and the Purchase Agreement, the statements in the body of this Warrant shall control.


 


16.            Successor
and Assigns. This Warrant and the rights evidenced hereby shall be binding upon and shall inure to the benefit of the parties
hereto and the successors of the Partnership and the successors and permitted assigns of the Holder. Such successors and/or permitted
assigns of the Holder shall be deemed to be a Holder for all purposes hereunder.


 


17.            No
Third-Party Beneficiaries. This Warrant is for the sole benefit of the Partnership and the Holder and their respective
successors and, in the case of the Holder, permitted assigns and nothing herein, express or implied, is intended to or shall confer
upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever, under or by reason of this Warrant.


 


18.            Headings.
The headings in this Warrant are for reference only and shall not affect the interpretation of this Warrant.


 


19.            Amendment
and Modification; Waiver. Except as otherwise provided herein, this Warrant may only be amended, modified or supplemented
by an agreement in writing signed by each party hereto. No waiver by the Partnership or the Holder of any of the provisions hereof
shall be effective unless explicitly set forth in writing and signed by the party so waiving. No waiver by any party shall operate
or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether
of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising,
any rights, remedy, power or privilege arising from this Warrant shall operate or be construed as a waiver thereof; nor shall any
single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or
the exercise of any other right, remedy, power or privilege. The Partnership shall not amend, modify or supplement, or waive any
provision of, any other warrant issued concurrently with this Warrant under the Purchase Agreement (the “Other Warrants”),
unless the Partnership has (i) provided 10 Business Days’ prior written notice to the Holder of any such amendment,
modification, supplement or waiver of any Other Warrants and (ii) if elected by the Holder, amended, modified, supplemented
or waived the corresponding provision or provisions of this Warrant.


 


20.            Severability.
If any term or provision of this Warrant is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality
or unenforceability shall not affect any other term or provision of this Warrant or invalidate or render unenforceable such term
or provision in any other jurisdiction.


 



    13


     


    

 





21.            Governing
Law. This Warrant shall be governed by and construed in accordance with the laws of the State of New York.


 


22.            Submission
to Jurisdiction. The parties hereby submit to the exclusive jurisdiction of any U.S. federal or state court located in
the Borough of Manhattan, the City and County of New York in any legal suit, action or proceeding arising out of or based upon
this Warrant or the transactions contemplated hereby, and each party irrevocably submits to the exclusive jurisdiction of such
courts in any such suit, action or proceeding. Service of process, summons, notice or other document by certified or registered
mail to such party’s address for receipt of notices pursuant to Section 12 shall be effective service of process
for any suit, action or other proceeding brought in any such court. The parties irrevocably and unconditionally waive any objection
to the laying of venue of any suit, action or any proceeding in such courts and irrevocably waive and agree not to plead or claim
in any such court that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.


 


23.            WAIVER
OF JURY TRIAL. Each party acknowledges and agrees that any controversy which may arise under this Warrant is likely to
involve complicated and difficult issues and, therefore, each such party irrevocably and unconditionally waives any right it may
have to a trial by jury in respect of any legal action arising out of or relating to this Warrant or the transactions contemplated
hereby.


 


24.            Counterparts.
This Warrant may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed
to be one and the same agreement. A signed copy of this Warrant delivered by facsimile, e-mail or other means of electronic transmission
shall be deemed to have the same legal effect as delivery of an original signed copy of this Warrant.


 


25.            No
Strict Construction. This Warrant shall be construed without regard to any presumption or rule requiring construction
or interpretation against the party drafting an instrument or causing any instrument to be drafted.


 


(SIGNATURE PAGE FOLLOWS)


 






    14


     


    

  








IN WITNESS WHEREOF, the Partnership has
duly executed this Warrant on the Original Issue Date.


 



	 	NGL ENERGY PARTNERS LP
	 	 	 	 
	 	By:	NGL Energy Holdings LLC,


its general partner



	 	 	 	 
	 	 	 	 
	 	 	By:	 
	 	 	 	Name:
	 	 	 	Title:





 


Accepted and agreed,


 


[HOLDER NAME]


 


 


	By:		 
	 	Name:	 
	 	Title:	 







 


Signature
Page

to

Warrant Agreement


 






    


     


    




 


Exhibit A


 


NGL
ENERGY PARTNERS LP

EXERCISE AGREEMENT


 


To [Name]:


 


The undersigned hereby
irrevocably elects to exercise the right of purchase represented by the Warrant to which this Exercise Agreement is attached (the
 “Warrant”) for, and to purchase thereunder by the payment of the Aggregate Exercise Price and surrender
of the Warrant, Common Units (“Warrant Units”) provided for therein, and requests that certificates for
the Warrant Units be issued as follows:


 


	Name
	 
	 
	 
	Address
	 
	 
	 
	 
	 
	Federal Tax or Social Security No.
	 
	 


 


	and delivered by	(certified mail to the above address), or
	 	 
	 	(electronically           (provide DWAC

 Instructions:_______________)), or
	 	 
	 	(other _______________) (specify):.



 


and, if the number of Warrant Units shall
not be all the Warrant Units purchasable upon exercise of this Warrant, that a new Warrant for the balance of the Warrant Units
purchasable upon exercise of this Warrant be registered in the name of the undersigned Holder or the undersigned’s Assignee
as below indicated and delivered to the address stated below.


 


	Dated:	____________________, _____
	 	 
	Note:	The signature must correspond with




 






    A-1


     


    

 




	Signature:	 	 	 



 





	the name of the Holder as written on the first page of this Warrant in every particular, without alteration or enlargement or any change whatever, unless this Warrant has been assigned.	 	Name (please print)
	 	 
	 	 
	 	 
	 	 	 
	 	 	 
	 	 	Address
	 	 	 
	 	 	 
	 	 	 
	 	 	Federal Identification or Social Security No.
	 	 	 
	 	 	 
	 	 	Assignee:
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 





 



    A-2


     


    

 


Exhibit B


 


NGL
ENERGY PARTNERS LP

ASSIGNMENT


 


For value received                                   
hereby sells, assigns and transfers unto                                         
the within Warrant1, together with all right, title and interest therein, and does hereby irrevocably constitute and
appoint attorney, to transfer said Warrant on the books of the within-named Partnership, with full power of substitution in the
premises.


 


	Date:	 	 
	 	 	 
	Signature:	 	 




 


Note: The above signature must correspond
with the name as written upon the face of this Warrant in every particular, without alteration or enlargement or any change whatever.





 


 











1
For partial assignment, indicate portion assigned.







 



    B-1