Rose Rock Midstream, L.P. 2,000,000 Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENTUnderwriting Agreement • February 13th, 2015 • Rose Rock Midstream, L.P. • Pipe lines (no natural gas) • New York
Rose Rock Midstream, L.P., a Delaware limited partnership (the “Partnership”), proposes to sell 2,000,000 common units (the “Firm Units”) representing limited partner interests in the Partnership (the “Common Units”) to the underwriters (the “Underwriters”) named in Schedule I attached to this agreement (this “Agreement”), for whom RBC Capital Markets, LLC is acting as the representative (the “Representative”). In addition, the Partnership proposes to grant the Underwriters an option to purchase up to 300,000 additional Common Units on the terms set forth in Section 2 (the “Option Units”). The Firm Units and the Option Units, if purchased, are hereinafter collectively called the “Units.” This Agreement is to confirm the agreement concerning the purchase of the Units from the Partnership by the Underwriters.
