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

WHEREAS, Obligor is an indirect subsidiary of Guarantor;

[WHEREAS, such assignment requires the prior written consent of the Airport Lessor];

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

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

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

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

The following clause will replace the existing second WHEREAS section as seen below:

“Purchase Agreement” has the meaning assigned to it in the first WHEREAS clause.

AND WHEREAS, Executive agrees to execute this U.S. Release Agreement as consideration for such severance; and