CONTRIBUTION AGREEMENT BY AND AMONG SEMGROUP CORPORATION, ROSE ROCK MIDSTREAM HOLDINGS, LLC, ROSE ROCK MIDSTREAM GP, LLC, ROSE ROCK MIDSTREAM, L.P. AND ROSE ROCK MIDSTREAM OPERATING, LLC January 8, 2013Contribution Agreement • January 14th, 2013 • Rose Rock Midstream, L.P. • Pipe lines (no natural gas) • Delaware
This Contribution Agreement (this “Agreement”) is made and entered into as of January 8, 2013, by and among SemGroup Corporation, a Delaware corporation (“SemGroup”), Rose Rock Midstream Holdings, LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of SemGroup (“RRMH”), Rose Rock Midstream GP, LLC, a Delaware limited liability company and an indirect, wholly-owned subsidiary of SemGroup (the “General Partner”), Rose Rock Midstream, L.P., a Delaware limited partnership (the “Partnership”), and Rose Rock Midstream Operating, LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of the Partnership (“RRMO”). SemGroup, RRMH and the General Partner are referred to herein collectively as the “Contributing Parties,” the Partnership and RRMO are referred to herein collectively as the “Partnership Parties” and the Contributing Parties and Partnership Parties are referred to herein collectively as the “Parties.”
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 14th, 2013 • Rose Rock Midstream, L.P. • Pipe lines (no natural gas) • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of January 11, 2013, by and among Rose Rock Midstream, L.P., a Delaware limited partnership (the “Partnership”), and the Purchasers set forth on Schedule A to this Agreement (each, a “Purchaser” and collectively, the “Purchasers”).
COMMON UNIT PURCHASE AGREEMENT BY AND AMONG ROSE ROCK MIDSTREAM, L.P. AND THE PURCHASERS NAMED ON SCHEDULE A HERETOCommon Unit Purchase Agreement • January 14th, 2013 • Rose Rock Midstream, L.P. • Pipe lines (no natural gas) • New York
COMMON UNIT PURCHASE AGREEMENT, dated as of January 8, 2013 (this “Agreement”), by and among Rose Rock Midstream, L.P., a Delaware limited partnership (the “Partnership”), and each of the Purchasers listed in Schedule A attached hereto (each referred to herein as a “Purchaser” and collectively, the “Purchasers”).
AMENDMENT NO. 1 TO THE SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ROSE ROCK MIDSTREAM, L.P.Rose Rock Midstream, L.P. • January 14th, 2013 • Pipe lines (no natural gas) • Delaware
This Amendment No. 1, dated January 11, 2013 (this “Amendment”), to the Second Amended and Restated Agreement of Limited Partnership of Rose Rock Midstream, L.P., a Delaware limited partnership (the “Partnership”), dated as of December 14, 2011 (the “Partnership Agreement”), is hereby adopted by Rose Rock Midstream GP, LLC, a Delaware limited liability company (the “General Partner”), as general partner of the Partnership. Capitalized terms used but not defined herein are used as defined in the Partnership Agreement.
