] Common Units HI-CRUSH PARTNERS LP FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • July 25th, 2012 • Hi-Crush Partners LP • Mining & quarrying of nonmetallic minerals (no fuels) • New York
FORM OF CONTRIBUTION, ASSIGNMENT AND ASSUMPTION AGREEMENT HI-CRUSH PARTNERS LP Dated as of [ ], 2012Contribution, Assignment and Assumption Agreement • July 25th, 2012 • Hi-Crush Partners LP • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
This CONTRIBUTION, ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”), dated as of [ ], 2012 is made by and among Hi-Crush Proppants LLC, a Delaware limited liability company (“Proppants”), Hi-Crush Partners LP, a Delaware limited partnership (the “Partnership”), and Hi-Crush GP LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner”). The above-named entities are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties.” Capitalized terms used herein shall have the meanings assigned to such terms in Article I.
MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • July 25th, 2012 • Hi-Crush Partners LP • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
This MANAGEMENT SERVICES AGREEMENT (this “Agreement”) is made and entered into as of May 25, 2011 (the “Effective Date”), by and between Red Oak Capital Management LLC, a Delaware limited liability company (the “Service Provider”), and Hi-Crush Proppants LLC, a Delaware limited liability company (together with its subsidiaries, the “Company”). Service Provider and the Company are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
July 13, 2012Letter Agreement • July 25th, 2012 • Hi-Crush Partners LP • Mining & quarrying of nonmetallic minerals (no fuels)
This Letter Agreement is delivered to you in order to memorialize an understanding between you and the Company, and an amendment to the Agreement, whereby you agree that upon: (i) the closing of an underwritten initial public offering of equity in Hi-Crush Partners LP, pursuant to a registration statement that has been filed on Form S-1 or any successor form thereto or similar long-form registration (the “IPO Closing”); and (ii) your entry into a written agreement with the Company regarding new terms of equity/performance compensation for services provided after the IPO Closing, then your Base Salary as set forth in Section 4.1 of the Agreement shall be reduced to an annualized amount of $1.
July 13, 2012Letter Agreement • July 25th, 2012 • Hi-Crush Partners LP • Mining & quarrying of nonmetallic minerals (no fuels)
This Letter Agreement is delivered to you in order to memorialize an understanding between you and the Company, and an amendment to the Agreement, whereby you agree that upon: (i) the closing of an underwritten initial public offering of equity in Hi-Crush Partners LP, pursuant to a registration statement that has been filed on Form S-1 or any successor form thereto or similar long-form registration (the “IPO Closing”); and (ii) your entry into a written agreement with the Company regarding new terms of equity/performance compensation for services provided after the IPO Closing, then your Base Salary as set forth in Section 4.1 of the Agreement shall be reduced to an annualized amount of $1.
July 13, 2012Letter Agreement • July 25th, 2012 • Hi-Crush Partners LP • Mining & quarrying of nonmetallic minerals (no fuels)
This Letter Agreement is delivered to you in order to memorialize an understanding between you and the Company, and an amendment to the Agreement, whereby you agree that upon: (i) the closing of an underwritten initial public offering of equity in Hi-Crush Partners LP, pursuant to a registration statement that has been filed on Form S-1 or any successor form thereto or similar long-form registration (the “IPO Closing”); and (ii) your entry into a written agreement with the Company regarding new terms of equity/performance compensation for services provided after the IPO Closing, then your Base Salary as set forth in Section 4.1 of the Agreement shall be reduced to an annualized amount of $1.
