3,260,870 Common Units HI-CRUSH PARTNERS LP UNDERWRITING AGREEMENTUnderwriting Agreement • August 13th, 2014 • Hi-Crush Partners LP • Mining & quarrying of nonmetallic minerals (no fuels) • New York
Hi-Crush Proppants LLC, a Delaware limited liability company (the “Sponsor”), proposes to sell an aggregate of 3,260,870 common units representing limited partner interests (“Common Units”) in Hi-Crush Partners LP, a Delaware limited partnership (the “Partnership”). The 3,260,870 Common Units to be purchased by the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representative”) are acting as representative, pursuant to this agreement (this “Agreement”) from the Sponsor are called the “Firm Units.” In addition, the Sponsor proposes to grant to the Underwriters an option to purchase up to an aggregate of 489,130 additional Common Units on the terms set forth in Section 3 (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 Sponsor by the Underwriters.
