ROSE ROCK MIDSTREAM, L.P. $150,000,000 of Common Units Representing Limited Partner Interests EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • May 13th, 2015 • Rose Rock Midstream, L.P. • Pipe lines (no natural gas) • New York
Rose Rock Midstream, L.P. Rose Rock Finance Corporation Purchase AgreementRose Rock Midstream, L.P. • May 13th, 2015 • Pipe lines (no natural gas) • New York
Rose Rock Midstream, L.P., a limited partnership organized under the laws of Delaware (the “Partnership”), and Rose Rock Finance Corporation, a corporation organized under the laws of Delaware and a wholly-owned subsidiary of the Partnership (the “Co-Issuer” and together with the Partnership, the “Issuers”), propose to issue and sell to the several parties named in Schedule I hereto (the “Initial Purchasers”), for whom you (the “Representative”) are acting as representative, $350,000,000 aggregate principal amount of their 5.625% Senior Notes due 2023 (the “Notes”). The Notes will be guaranteed (the “Guarantees”) on a senior unsecured basis by each of the Guarantors (as defined below). The Notes and the Guarantees are hereinafter collectively referred to as the “Securities.” The Securities will have the benefit of a registration rights agreement (the “Registration Rights Agreement”) to be dated as of the Closing Date (as defined below), between the Issuers, the subsidiaries of the Part
