Regristration Rights Agreement


 Exhibit 4.1 
 Execution Version 
 REGISTRATION RIGHTS AGREEMENT 

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of August 20, 2012, by and
between Hi-Crush Partners LP, a Delaware limited partnership (the “Partnership”), and Hi-Crush Proppants LLC, a Delaware limited liability company (“Sponsor”). 

WHEREAS, this Agreement is made in connection with the transactions contemplated by the Contribution Agreement dated August 20, 2012
(the “Contribution Agreement”); 
 WHEREAS, the Partnership has agreed to provide the registration and other
rights set forth in this Agreement for the benefit of Sponsor pursuant to the Contribution Agreement; and 
 WHEREAS, it is a
condition to the obligations of Sponsor under the Contribution Agreement that this Agreement be executed and delivered; 
 NOW
THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by each party hereto, the parties hereby agree as follows:

 ARTICLE I 
 DEFINITIONS 
 Section 1.01. Definitions. Capitalized terms used
herein without definition shall have the meanings given to them in the First Amended and Restated Agreement of Limited Partnership of the Partnership dated August 20, 2012, as amended from time to time (the “Partnership
Agreement”). The terms set forth below are used herein as so defined: 
 “Affiliate” means, with
respect to a specified Person, directly or indirectly controlling, controlled by, or under direct or indirect common control with such specified Person. For the purposes of this definition, “control” means the power to direct or cause the
direction of the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise. 
 “Agreement” has the meaning given to such term in the introductory paragraph. 
 “Commission” has the meaning given to such term in Section 1.02. 
 “Contribution Agreement” has the meaning given to such term in the recitals of this Agreement. 
 “Effectiveness Period” has the meaning given to such term in Section 2.01. 
 “Exchange Act” has the meaning given to such term in Section 2.07(a). 
 “Holder” means the record holder of any Registrable Securities. 

“Losses” has the meaning given to such term in Section 2.07(a). 






 “Managing Underwriter” means, with respect to any Underwritten Offering,
the book-running lead manager of such Underwritten Offering. 
 “Notice” has the meaning given to such term in
Section 2.01. 
 “Partnership” has the meaning given to such term in the introductory paragraph.

 “Person” means any individual, corporation, partnership, limited liability company, voluntary association,
joint venture, trust, limited liability partnership, unincorporated organization, government or any agency, instrumentality or political subdivision thereof, or any other form of entity. 

“Registrable Securities” means the aggregate number of (i) Common Units issued (or issuable) to Sponsor pursuant to
the Contribution Agreement (including pursuant to the Deferred Issuance and Distribution); (ii) Subordinated Units; and (iii) Common Units issuable upon conversion of the Subordinated Units or the Combined Interests pursuant to the terms
of the Partnership Agreement, which Registrable Securities are subject to the rights provided herein until such rights terminate pursuant to the provisions hereof. 
 “Registration Expenses” means all expenses (other than selling expenses) incident to the Partnership’s performance under or compliance with this Agreement to effect the registration
of Registrable Securities on a Registration Statement pursuant to Section 2.01 and/or in connection with an Underwritten Offering pursuant to Section 2.02(a), and the disposition of such Registrable Securities, including,
without limitation, all registration, filing, securities exchange listing and securities exchange fees, all registration, filing, qualification and other fees and expenses of complying with securities or blue sky laws, fees of the Financial Industry
Regulatory Authority, fees of transfer agents and registrars, all word processing, duplicating and printing expenses, any transfer taxes and the fees and disbursements of counsel and independent public accountants for the Partnership, including the
expenses of any special audits or “cold comfort” letters required by or incident to such performance and compliance. 

“Registration Statement” has the meaning given to such term in Section 2.01. 

“Securities Act” has the meaning given to such term in Section 1.02. 

“Selling Expenses” means all underwriting fees, discounts and selling commissions applicable to the sale of Registrable
Securities. 
 “Selling Holder” means a Holder who is selling Registrable Securities pursuant to a Registration
Statement. 
 “Shelf Registration Statement” has the meaning given to such term in Section 2.01.

 “Sponsor” has the meaning given to such term in the introductory paragraph. 

“Testing-the-Waters Communication” means any oral or written communication with potential investors undertaken in
reliance on Section 5(d) of the Securities Act. 

  
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 “Underwritten Offering” means an offering (including an offering pursuant
to a Registration Statement) in which Common Units are sold to an underwriter on a firm commitment basis for reoffering to the public or an offering that is a “bought deal” with one or more investment banks. 

“Written Testing-the-Waters Communication” means any Testing-the-Waters Communication that is a written communication
within the meaning of Rule 405 under the Securities Act. 
 Section 1.02. Registrable Securities. Any Registrable
Security will cease to be a Registrable Security (a) at the time a Registration Statement covering such Registrable Security has been declared effective by the Securities and Exchange Commission (the “Commission”), or otherwise
has become effective, and such Registrable Security has been sold or disposed of pursuant to such Registration Statement; (b) at the time such Registrable Security has been disposed of pursuant to Rule 144 (or any similar provision then in
effect under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”)); (c) 10 years after Sponsor ceases to be an Affiliate of the General Partner of the Partnership
(including where the General Partner ceases to be the General Partner of the Partnership); (d) if such Registrable Security is held by the Partnership or one of its subsidiaries; (e) at the time such Registrable Security has been sold in a
private transaction in which the transferor’s rights under this Agreement are not assigned to the transferee of such securities; or (f) if such Registrable Security has been sold in a private transaction in which the transferor’s
rights under this Agreement are assigned to the transferee and such transferee is not an Affiliate of the General Partner of the Partnership, at the time that is two years following the later of: (i) if the Registrable Security is a
Subordinated Unit, the conversion of the Subordinated Units into Common Units and (ii) the transfer of such Registrable Security to such transferee. 
 ARTICLE II 
 REGISTRATION RIGHTS 

Section 2.01. Demand Registration. Upon the written request (a “Notice”) by Sponsor or by Holders owning at
least one million of the then-outstanding Registrable Securities, subject to adjustment pursuant to Section 3.04, the Partnership shall file with the Commission, as soon as reasonably practicable, but in no event more than 90 days
following the receipt of the Notice, a registration statement (each, a “Registration Statement”) under the Securities Act providing for the resale of the Registrable Securities (which may, at the option of the Holders giving such
Notice, be a registration statement under the Securities Act that provides for the resale of the Registrable Securities pursuant to Rule 415 from time to time by the Holders (a “Shelf Registration Statement”)). The Partnership shall
use its commercially reasonable efforts to cause each Registration Statement to be declared effective by the Commission as soon as reasonably practicable after the initial filing of the Registration Statement. Any Registration Statement shall
provide for the resale pursuant to any method or combination of methods legally available to, and requested by, the Holders of any and all Registrable Securities covered by such Registration Statement. The Partnership shall use its commercially
reasonable efforts to cause each Registration Statement filed pursuant to this Section 2.01 to be continuously effective, supplemented and amended to the extent necessary to ensure that it is available for the resale of all Registrable
Securities by the Holders until all Registrable Securities covered by such 

  
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Registration Statement have ceased to be Registrable Securities (the “Effectiveness Period”). Each Registration Statement when effective (and the documents incorporated therein
by reference) shall comply as to form with all applicable requirements of the Securities Act and shall not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the
statements therein not misleading. There shall be no limit on the number of Registration Statements that may be required by the Holders hereunder. 
 Section 2.02. Underwritten Offerings. 
 (a) Request for
Underwritten Offering. In the event that one or more Holders collectively elect to dispose of at least one million Registrable Securities (subject to adjustment pursuant to Section 3.04) under a Registration Statement pursuant to an
Underwritten Offering, the Partnership shall, upon request by such Holders, retain underwriters in order to permit such Holders to effect such sale though an Underwritten Offering. The obligation of the Partnership to retain underwriters shall
include entering into an underwriting agreement in customary form with the Managing Underwriter or Underwriters, which shall include, among other provisions, indemnities to the effect and to the extent provided in Section 2.07 and taking
all reasonable actions as are requested by the Managing Underwriter or Underwriters to expedite or facilitate the disposition of such Registrable Securities. The Partnership shall, upon request of the Holders, cause its management to participate in
a roadshow or similar marketing effort on behalf of the Holders. 
 (b) Limitation on Underwritten Offerings. In no event
shall the Partnership be required hereunder to participate in more than two Underwritten Offerings in any 12-month period. 

(c) General Procedures. In connection with any Underwritten Offering under this Agreement, the Holders of a majority of the
Registrable Securities being sold in such Underwritten Offering shall be entitled, subject to the Partnership’s consent (which is not to be unreasonably withheld), to select the Managing Underwriter or Underwriters. In connection with any
Underwritten Offering under this Agreement, each Selling Holder and the Partnership shall be obligated to enter into an underwriting agreement that contains such representations, covenants, indemnities and other rights and obligations as are
customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such
underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or
all of the representations and warranties by, and the other agreements on the part of, the Partnership to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions
precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to such Selling Holder’s obligations. No Selling Holder shall be required to make any representations or warranties to or
agreements with the Partnership or the underwriters other than representations, warranties or agreements regarding such Selling Holder and its ownership of the securities being registered on its behalf, its intended method of distribution and any
other representation required by law. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder 

  
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may elect to withdraw from the Underwritten Offering by notice to the Partnership and the Managing Underwriter; provided, however, that such withdrawal must be made at a time prior to the
time of pricing of such Underwritten Offering. No such withdrawal shall affect the Partnership’s obligation to pay Registration Expenses. 
 Section 2.03. Delay Rights. If the General Partner determines that the Partnership’s compliance with its obligations under this Article II would be materially detrimental to the
Partnership and its Partners because such registration would (a) materially interfere with a significant acquisition, reorganization, financing or other similar transaction involving the Partnership, (b) require premature disclosure of
material information that the Partnership has a bona fide business purpose for preserving as confidential or (c) render the Partnership unable to comply with applicable securities laws, then the Partnership shall have the right to postpone
compliance with its obligations under this Article II for a period of not more than three months, provided, that such right pursuant to this Section 2.03 may not be utilized more than twice in any twelve-month period. 

Section 2.04. Sale Procedures. In connection with its obligations under this Article II, the Partnership will, as
expeditiously as possible: 
 (a) prepare and file with the Commission such amendments and supplements to each Registration
Statement and the prospectus used in connection therewith as may be necessary to keep each Registration Statement effective for the Effectiveness Period and as may be necessary to comply with the provisions of the Securities Act with respect to the
disposition of all Registrable Securities covered by such Registration Statement; 
 (b) if a prospectus supplement will be used
in connection with the marketing of an Underwritten Offering and the Managing Underwriter notifies the Partnership in writing that, in the sole judgment of such Managing Underwriter, inclusion of detailed information in such prospectus supplement is
of material importance to the success of the Underwritten Offering of such Registrable Securities, the Partnership shall use its commercially reasonable efforts to include such information in such prospectus supplement; 

(c) furnish to each Selling Holder (i) as far in advance as reasonably practicable before filing a Registration Statement or any
supplement or amendment thereto, upon request, copies of reasonably complete drafts of all such documents proposed to be filed (including exhibits and each document incorporated by reference therein to the extent then required by the rules and
regulations of the Commission), and provide each such Selling Holder the opportunity to object to any information pertaining to such Selling Holder and its plan of distribution that is contained therein and make the corrections reasonably requested
by such Selling Holder with respect to such information prior to filing a Registration Statement or supplement or amendment thereto, and (ii) such number of copies of such Registration Statement and the prospectus included therein and any
supplements and amendments thereto as such Persons may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities covered by such Registration Statement; 

(d) if applicable, use its commercially reasonable efforts to register or qualify the Registrable Securities covered by a Registration
Statement under the securities or blue sky laws 

  
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of such jurisdictions as the Selling Holders or, in the case of an Underwritten Offering, the Managing Underwriter, shall reasonably request; provided, however, that the Partnership will
not be required to qualify generally to transact business in any jurisdiction where it is not then required to so qualify or to take any action that would subject it to general service of process in any jurisdiction where it is not then so subject;

 (e) promptly notify each Selling Holder and each underwriter, at any time when a prospectus is required to be delivered under
the Securities Act, of (i) the filing of a Registration Statement or any prospectus or prospectus supplement to be used in connection therewith, or any amendment or supplement thereto, and, with respect to such Registration Statement or any
post-effective amendment thereto, when the same has become effective; and (ii) any written comments from the Commission with respect to any filing referred to in clause (i) and any written request by the Commission for amendments or
supplements to a Registration Statement or any prospectus or prospectus supplement thereto; 
 (f) immediately notify each
Selling Holder and each underwriter, at any time when a prospectus is required to be delivered under the Securities Act, of (i) the happening of any event as a result of which the prospectus or prospectus supplement contained in a Registration
Statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading (in the case of the prospectus
contained therein, in the light of the circumstances under which a statement is made); (ii) the issuance or threat of issuance by the Commission of any stop order suspending the effectiveness of a Registration Statement, or the initiation of
any proceedings for that purpose; or (iii) the receipt by the Partnership of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the applicable securities or blue sky laws of any
jurisdiction. Following the provision of such notice, the Partnership agrees to, as promptly as practicable, amend or supplement the prospectus or prospectus supplement or take other appropriate action so that the prospectus or prospectus supplement
does not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading in the light of the circumstances then existing and to take
such other reasonable action as is necessary to remove a stop order, suspension, threat thereof or proceedings related thereto; 

(g) upon request and subject to appropriate confidentiality obligations, furnish to each Selling Holder copies of any and all transmittal
letters or other correspondence with the Commission or any other governmental agency or self-regulatory body or other body having jurisdiction (including any domestic or foreign securities exchange) relating to any offering of Registrable
Securities; 
 (h) in the case of an Underwritten Offering, furnish upon request, (i) an opinion of counsel for the
Partnership dated the date of the closing under the underwriting agreement and (ii) a “cold comfort” letter, dated the pricing date of such Underwritten Offering (to the extent available) and a letter of like kind dated the date of
the closing under the underwriting agreement, in each case, signed by the independent public accountants who have certified the Partnership’s financial statements included or incorporated by reference into the applicable registration statement,
and each of the opinion and the “cold comfort” letter shall be in customary form and covering substantially the same matters with respect to such registration 

  
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statement (and the prospectus and any prospectus supplement included therein) as have been customarily covered in opinions of issuer’s counsel and in accountants’ letters delivered to
the underwriters in Underwritten Offerings of securities by the Partnership and such other matters as such underwriters and Selling Holders may reasonably request; 
 (i) otherwise use its commercially reasonable efforts to comply with all applicable rules and regulations of the Commission, and make available to its security holders, as soon as reasonably practicable,
an earnings statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 promulgated thereunder; 
 (j) make available to the appropriate representatives of the Managing Underwriter and Selling Holders access to such information and Partnership personnel as is reasonable and customary to enable such
parties to establish a due diligence defense under the Securities Act; 
 (k) cause all Registrable Securities registered
pursuant to this Agreement to be listed on each securities exchange or nationally recognized quotation system on which similar securities issued by the Partnership are then listed; 

(l) use its commercially reasonable efforts to cause the Registrable Securities to be registered with or approved by such other
governmental agencies or authorities as may be necessary by virtue of the business and operations of the Partnership to enable the Selling Holders to consummate the disposition of the Registrable Securities; 

(m) provide a transfer agent and registrar for all Registrable Securities covered by a Registration Statement not later than the
effective date of such registration statement; and 
 (n) enter into customary agreements and take such other actions as are
reasonably requested by the Selling Holders or the underwriters, if any, in order to expedite or facilitate the disposition of the Registrable Securities. 
 Each Selling Holder, upon receipt of notice from the Partnership of the happening of any event of the kind described in subsection (f) of this Section 2.04, shall forthwith discontinue
disposition of the Registrable Securities by means of a prospectus or prospectus supplement until such Selling Holder’s receipt of the copies of the supplemented or amended prospectus contemplated by subsection (f) of this
Section 2.04 or until it is advised in writing by the Partnership that the use of the prospectus may be resumed, and has received copies of any additional or supplemental filings incorporated by reference in the prospectus. 

Section 2.05. Cooperation by Holders. The Partnership shall have no obligation to include in a Registration Statement, or in
an Underwritten Offering pursuant to Section 2.02(a), Registrable Securities of a Selling Holder who has failed to timely furnish such information that, in the opinion of counsel to the Partnership, is reasonably required in order for
the registration statement or prospectus supplement, as applicable, to comply with the Securities Act. 
 Section 2.06.
Expenses. The Partnership will pay all reasonable Registration Expenses, including in the case of an Underwritten Offering, regardless of whether any sale is made in such Underwritten Offering. Each Selling Holder shall pay all Selling
Expenses in connection with any sale of its Registrable Securities hereunder. In addition, except as otherwise provided in Section 2.07, the Partnership shall not be responsible for legal fees incurred by Holders in connection with the
exercise of such Holders’ rights hereunder. 

  
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 Section 2.07. Indemnification. 

(a) By the Partnership. In the event of a registration of any Registrable Securities under the Securities Act pursuant to this
Agreement, the Partnership will indemnify and hold harmless each Selling Holder participating therein, its directors, officers, employees and agents, and each Person, if any, who controls such Selling Holder within the meaning of the Securities Act
and the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), and its directors, officers, employees or agents, against any losses, claims, damages, expenses or
liabilities (including reasonable attorneys’ fees and expenses) (collectively, “Losses”), joint or several, to which such Selling Holder, director, officer, employee, agent or controlling Person may become subject under the
Securities Act, the Exchange Act or otherwise, insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material
fact (in the case of any prospectus or any Written Testing-the-Waters Communication, in the light of the circumstances under which such statement is made) contained in any Written Testing-the-Waters Communication, a Registration Statement, any
preliminary prospectus or prospectus supplement, free writing prospectus or final prospectus or prospectus supplement contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus or any Written Testing-the-Waters Communication, in the light of the circumstances under which they were made) not
misleading, and will reimburse each such Selling Holder, its directors, officers, employee and agents, and each such controlling Person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any
such Loss or actions or proceedings as such expenses are incurred; provided, however, that the Partnership will not be liable in any such case if and to the extent that any such Loss arises out of or is based upon an untrue statement or
alleged untrue statement or omission or alleged omission so made in conformity with information furnished by such Selling Holder, its directors, officers, employees and agents or such controlling Person in writing specifically for use in any Written
Testing-the-Waters Communication, a Registration Statement, or prospectus or any amendment or supplement thereto, as applicable. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such
Selling Holder or any such directors, officers, employees agents or controlling Person, and shall survive the transfer of such securities by such Selling Holder. 
 (b) By Each Selling Holder. Each Selling Holder agrees severally and not jointly to indemnify and hold harmless the Partnership, its directors, officers, employees and agents and each Person, if
any, who controls the Partnership within the meaning of the Securities Act or of the Exchange Act, and its directors, officers, employees and agents, to the same extent as the foregoing indemnity from the Partnership to the Selling Holders, but only
with respect to information regarding such Selling Holder furnished in writing by or on behalf of such Selling Holder expressly for inclusion in any Written Testing-the-Waters Communication, a Registration Statement, any preliminary prospectus or
prospectus supplement, free writing prospectus or final prospectus or prospectus supplement contained therein, or any amendment or supplement 

  
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thereof; provided, however, that the liability of each Selling Holder shall not be greater in amount than the dollar amount of the proceeds (net of any Selling Expenses) received by such
Selling Holder from the sale of the Registrable Securities giving rise to such indemnification. 
 (c) Notice. Promptly
after receipt by an indemnified party hereunder of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party hereunder, notify the indemnifying party in writing
thereof, but the omission so to notify the indemnifying party shall not relieve it from any liability that it may have to any indemnified party other than under this Section 2.07. In any action brought against any indemnified party, it
shall notify the indemnifying party of the commencement thereof. The indemnifying party shall be entitled to participate in and, to the extent it shall wish, to assume and undertake the defense thereof with counsel reasonably satisfactory to such
indemnified party and, after notice from the indemnifying party to such indemnified party of its election so to assume and undertake the defense thereof, the indemnifying party shall not be liable to such indemnified party under this
Section 2.07 for any legal expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation and of liaison with counsel so selected; provided, however,
that, (i) if the indemnifying party has failed to assume the defense or employ counsel reasonably acceptable to the indemnified party or (ii) if the defendants in any such action include both the indemnified party and the indemnifying
party and counsel to the indemnified party shall have concluded that there may be reasonable defenses available to the indemnified party that are different from or additional to those available to the indemnifying party, or if the interests of the
indemnified party reasonably may be deemed to conflict with the interests of the indemnifying party, then the indemnified party shall have the right to select a separate counsel and to assume such legal defense and otherwise to participate in the
defense of such action, with the reasonable expenses and fees of such separate counsel and other reasonable expenses related to such participation to be reimbursed by the indemnifying party as incurred. Notwithstanding any other provision of this
Agreement, no indemnified party shall settle any action brought against it with respect to which it is entitled to indemnification hereunder without the consent of the indemnifying party, unless the settlement thereof imposes no liability or
obligation on, and includes a complete and unconditional release from all liability of, the indemnifying party. 
 (d)
Contribution. If the indemnification provided for in this Section 2.07 is held by a court or government agency of competent jurisdiction to be unavailable to any indemnified party or is insufficient to hold them harmless in
respect of any Losses, then each indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Loss in such proportion as is appropriate to reflect
the relative fault of the indemnifying party on the one hand and of such indemnified party on the other in connection with the statements or omissions that resulted in such Losses, as well as any other relevant equitable considerations; provided,
however, that in no event shall the Selling Holder be required to contribute an aggregate amount in excess of the dollar amount of proceeds (net of Selling Expenses) received by such Selling Holder from the sale of Registrable Securities giving
rise to such indemnification. The relative fault of the indemnifying party on the one hand and the indemnified party on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material
fact or the omission or alleged omission to state a material fact has been made by, or relates to, information supplied by such party, and the parties’ relative intent, knowledge, access to information and opportunity to


  
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correct or prevent such statement or omission. The parties hereto agree that it would not be just and equitable if contributions pursuant to this paragraph were to be determined by pro rata
allocation or by any other method of allocation that does not take account of the equitable considerations referred to herein. The amount paid by an indemnified party as a result of the Losses referred to in the first sentence of this paragraph
shall be deemed to include any legal and other expenses reasonably incurred by such indemnified party in connection with investigating or defending any Loss that is the subject of this paragraph. No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who is not guilty of fraudulent misrepresentation. 
 (e) Other Indemnification. The provisions of this Section 2.07 shall be in addition to any other rights to indemnification or contribution that an indemnified party may have pursuant to
law, equity, contract or otherwise. 
 Section 2.08. Rule 144 Reporting. With a view to making available the
benefits of certain rules and regulations of the Commission that may permit the sale of the Registrable Securities to the public without registration, the Partnership agrees to use its commercially reasonable efforts to: 

(a) make and keep public information regarding the Partnership available, as those terms are understood and defined in Rule 144 under the
Securities Act, at all times from and after the date hereof; 
 (b) file with the Commission in a timely manner all reports and
other documents required of the Partnership under the Exchange Act at all times from and after the date hereof; and 
 (c) so
long as a Holder owns any Registrable Securities, furnish to such Holder forthwith upon request a copy of the most recent annual or quarterly report of the Partnership, and such other reports and documents so filed as such Holder may reasonably
request in availing itself of any rule or regulation of the Commission allowing such Holder to sell any such securities without registration. 
 Section 2.09. Transfer or Assignment of Registration Rights. The rights to cause the Partnership to register Registrable Securities granted to a Holder by the Partnership under this Article
II may be transferred or assigned by such Holder to one or more transferee(s) or assignee(s) of such Registrable Securities (or Subordinated Units prior to conversion); provided, however, that (a) unless such transferee or assignee
is an Affiliate of Sponsor, each such transferee or assignee holds Registrable Securities (or Subordinated Units prior to conversion) representing at least one million of the then-outstanding Registrable Securities, subject to adjustment pursuant to
Section 3.04, (b) the Partnership is given written notice prior to any said transfer or assignment, stating the name and address of each such transferee and identifying the Registrable Securities with respect to which such
registration rights are being transferred or assigned, and (c) each such transferee agrees to be bound by this Agreement. 

Section 2.10. Restrictions on Public Sale by Holders of Registrable Securities. Each Holder who, along with its Affiliates,
holds at least one million of the then-outstanding 

  
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Registrable Securities, subject to adjustment pursuant to Section 3.04, agrees to enter into a customary letter agreement with underwriters providing such Holder will not effect any
public sale or distribution of the Registrable Securities during the 90 calendar day period beginning on the date of a prospectus or prospectus supplement filed with the Commission with respect to the pricing of an Underwritten Offering, provided
that (i) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on the Partnership or the officers, directors or any other unitholder of the Partnership
on whom a restriction is imposed and (ii) the restrictions set forth in this Section 2.10 shall not apply to any Registrable Securities that are included in such Underwritten Offering by such Holder. 

ARTICLE III 

MISCELLANEOUS 
 Section 3.01. Communications. All notices and other communications provided for or permitted hereunder shall be made in writing by facsimile, electronic mail, courier service or personal
delivery: 
 (a) if to Sponsor: 
 Hi-Crush Proppants LLC 
 Three Riverway, Suite 1550 

Houston, TX 77056 

Attention: General Counsel 
 Facsimile: 713-963-0088 
 Electronic Mail: mskolos@hicrushproppants.com 

(b) if to a transferee of Sponsor, to such Holder at the address provided pursuant to Section 2.09; and 

(c) if to the Partnership: 
 Hi-Crush Partners LP 
 Three Riverway, Suite 1550 

Houston, TX 77056 

Attention: General Counsel 
 Facsimile: 713-963-0088 
 Electronic Mail: mskolos@hicrushproppants.com 

All such notices and communications shall be deemed to have been received at the time delivered by hand, if personally delivered; when
receipt acknowledged, if sent via facsimile or sent via electronic mail; and when actually received, if sent by courier service or any other means. 
 Section 3.02. Successor and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties, including subsequent Holders of
Registrable Securities to the extent permitted herein. 

  
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 Section 3.03. Assignment of Rights. All or any portion of the rights and
obligations of the Holders under this Agreement may be transferred or assigned by the Holders in accordance with Section 2.09 hereof. 
 Section 3.04. Recapitalization, Exchanges, Etc. Affecting the Registrable Securities. The provisions of this Agreement shall apply to the full extent set forth herein with respect to any and
all securities of the Partnership or any successor or assign of the Partnership (whether by merger, consolidation, sale of assets or otherwise) that may be issued in respect of, in exchange for or in substitution of, the Registrable Securities, and
shall be appropriately adjusted for combinations, splits, recapitalizations, pro rata distributions and the like occurring after the date of this Agreement. 
 Section 3.05. Specific Performance. Damages in the event of breach of this Agreement by a party hereto may be difficult, if not impossible, to ascertain, and it is therefore agreed that each
party, in addition to and without limiting any other remedy or right it may have, will have the right to an injunction or other equitable relief in any court of competent jurisdiction, enjoining any such breach, and enforcing specifically the terms
and provisions hereof, and each of the parties hereto hereby waives any and all defenses it may have on the ground of lack of jurisdiction or competence of the court to grant such an injunction or other equitable relief. The existence of this right
will not preclude any such party from pursuing any other rights and remedies at law or in equity that such party may have. 

Section 3.06. Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which counterparts, when so executed and delivered, shall be deemed to be an original and all of which counterparts, taken together, shall constitute but one and the same Agreement. 

Section 3.07. Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise
affect the meaning hereof. 
 Section 3.08. Governing Law. The Laws of the State of New York shall govern this
Agreement. 
 Section 3.09. Severability of Provisions. Any provision of this Agreement that is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting or impairing the validity or enforceability of
such provision in any other jurisdiction. 
 Section 3.10. Scope of Agreement. The rights granted pursuant to this
Agreement are intended to supplement and not to reduce or replace any rights any Holders may have under the Partnership Agreement with respect to the Registrable Securities. This Agreement is intended by the parties as a final expression of their
agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein. Except as provided in the Partnership Agreement, there are no restrictions,
promises, warranties or undertakings, other than those set forth or referred to herein with respect to the rights granted by the Partnership set forth herein. Except as provided in the Partnership Agreement, this Agreement supersedes all prior
agreements and understandings between the parties with respect to such subject matter. 

  
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 Section 3.11. Amendment. This Agreement may be amended only by means of a
written amendment signed by the Partnership and the Holders of a majority of the then outstanding Registrable Securities; provided, however, that no such amendment shall materially and adversely affect the rights of any Holder hereunder
without the consent of such Holder. 
 Section 3.12. No Presumption. If any claim is made by a party relating to any
conflict, omission, or ambiguity in this Agreement, no presumption or burden of proof or persuasion shall be implied by virtue of the fact that this Agreement was prepared by or at the request of a particular party or its counsel. 

Section 3.13. Aggregation of Registrable Securities. All Registrable Securities held or acquired by Persons who are
Affiliates of one another shall be aggregated together for the purpose of determining the availability of any rights under this Agreement. 
 Section 3.14. Obligations Limited to Parties to Agreement. Each of the parties hereto covenants, agrees and acknowledges that no Person other than the Partnership and the Holders shall have
any obligation hereunder and that, notwithstanding that one or more of the Holders may be a corporation, partnership or limited liability company, no recourse under this Agreement or under any documents or instruments delivered in connection
herewith or therewith shall be had against any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Holders or any former, current or future director,
officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any applicable Law, it
being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any former, current or future director, officer, employee, agent, general or limited partner, manager, member,
stockholder or Affiliate of any of the Holders or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, as such, for any obligations of the
Holders under this Agreement or any documents or instruments delivered in connection herewith or therewith or for any claim based on, in respect of or by reason of such obligation or its creation, except in each case for any assignee of the Holders
hereunder. 
 Section 3.15. Interpretation. All references to “Articles” and “Sections” shall be
deemed to be references to Articles and Sections of this Agreement, unless otherwise specified. All references to instruments, documents, contracts and agreements are references to such instruments, documents, contracts and agreements as the same
may be amended, supplemented and otherwise modified from time to time, unless otherwise specified. The word “including” shall mean “including but not limited to.” Whenever any determination, consent or approval is to be made or
given by the Holders under this Agreement, such action shall be in the Holders’ sole discretion unless otherwise specified. 

[Signature page follows] 

  
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 IN WITNESS WHEREOF, the parties hereto execute this Agreement, effective as of the date
first above written. 
  

			
	HI-CRUSH PARTNERS LP
		
	By:	 	 /s/ Robert E. Rasmus

	Name: Robert E. Rasmus
	Title: Co-Chief Executive Officer
	
	HI-CRUSH PROPPANTS LLC
		
	By:	 	 /s/ Robert E. Rasmus

	Name: Robert E. Rasmus
	Title: Co-Chief Executive Officer


 SIGNATURE PAGE 

TO 
 REGISTRATION RIGHTS AGREEMENT