Whereas Term. The first “WHEREAS” term of the License Agreement is hereby deleted in its entirety and replaced with the following:

Whereas, [[Smart Sand:Organization]] mines, processes and sells certain industrial sand products; and

WHEREAS, Landlord and Tenant desire to extend the Term of the Lease; and

Whereas, Borrower and Lender have agreed to amend certain provisions of the Agreement; and

WHEREAS, Employer and Employee desire to enter into a further amended Employment Agreement.

WHEREAS The parties entered into the Agreement as of May 16, 2014, and

WHEREAS, Landlord and Tenant desire to acknowledge and ratify their respective interest in the Lease; and

WHEREAS, Guarantor will directly and indirectly benefit from the Agreement and the transactions contemplated thereby; and

WHEREAS, Guarantor will directly and indirectly benefit from the Agreement and the transactions contemplated thereby; and

WHEREAS, Obligor is an indirect subsidiary of Guarantor;