MEMBERSHIP INTEREST PURCHASE AGREEMENT By and Among Hi-Crush Partners LP, As Buyer, And The Members of D & I Silica, LLC., And Their Respective Owners As Sellers Dated as of May 13, 2013Membership Interest Purchase Agreement • May 16th, 2013 • Hi-Crush Partners LP • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”), dated as of this 13th day of May, 2013, is entered into by and between (i) Hi-Crush Partners LP, a Delaware limited partnership (the “Buyer”), (ii) the members (each a “Member” and collectively, the “Members”) of D & I Silica, LLC., a Pennsylvania limited liability company (the “Company”) and (iii) each of the individual owners of the Members (each an “Owner” and collectively, the “Owners”). Each of the Members and Owners may be referred to herein as a “Seller” and collectively, the “Sellers,” and each are identified on the signature pages hereto.
