MACQUARIE INFRASTRUCTURE CORPORATION 1,900,000 Shares UNDERWRITING AGREEMENTUnderwriting Agreement • May 29th, 2015 • Macquarie Infrastructure Corp • Wholesale-petroleum & petroleum products (no bulk stations) • New York
Macquarie Infrastructure Management (USA) Inc., a Delaware corporation (the “Selling Shareholder”), proposes to sell 1,900,000 shares of common stock, par value $0.001 per share (the “Firm Shares”), of Macquarie Infrastructure Corporation, a Delaware corporation (the “Company”) to J.P. Morgan Securities LLC (the “Underwriter”) pursuant to this Underwriting Agreement (this “Agreement”). In addition, the Selling Shareholder proposes to grant to the Underwriter the option to purchase up to 285,000 additional shares of common stock on the terms set forth in Section 3 herein (the “Option Shares”). The Firm Shares and the Option Shares, if purchased, are hereinafter collectively called the “Shares.” This Agreement is to confirm the agreement concerning the purchase of the Shares from the Selling Shareholder by the Underwriter.
