CONTRIBUTION AGREEMENT by and among HI-CRUSH PROPPANTS LLC, HI-CRUSH AUGUSTA ACQUISITION CO. LLC and HI-CRUSH PARTNERS LP dated as of February 23, 2017Contribution Agreement • May 1st, 2017 • Hi-Crush Partners LP • Mining & quarrying of nonmetallic minerals (no fuels) • Texas
THIS CONTRIBUTION AGREEMENT, dated as of February 23, 2017 (this “Agreement”), is entered into by and among Hi-Crush Proppants LLC, a limited liability company organized under the Laws of the State of Delaware (“Proppants”), Hi-Crush Augusta Acquisition Co. LLC, a limited liability company organized under the Laws of the State of Delaware (“Acquisition Co.”), and Hi-Crush Partners LP, a limited partnership organized under the Laws of the State of Delaware (the “Partnership”).
MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • May 1st, 2017 • Hi-Crush Partners LP • Mining & quarrying of nonmetallic minerals (no fuels) • Texas
THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”), dated as of this 23rd day of February, 2017, is entered into by and between (i) Hi-Crush Partners LP, a Delaware limited partnership (“Buyer”), (ii) Permian Basin Sand Company, LLC, a Delaware limited liability company (the “Company”), (iii) Permian Basin Sand Holdings, LLC, a Delaware limited liability company (“PBS Holdings”), (iv) PRE Wildcat Holdings, LLC, a Delaware limited liability company (“PRE Wildcat Holdings” and together with the Company and PBS Holdings, collectively, the “Acquired Entities”), (v) each of the Persons listed as a “Seller” on Exhibit A to this Agreement (each, a “Seller” and collectively, the “Sellers”), and (vi) Platte River Equity III, L.P., a Delaware limited partnership, in its capacity as the representative of the Sellers (in such capacity, the “Sellers’ Representative”). Capitalized terms not otherwise defined in this Agreement have the meanings given to such terms in Article I.
