By Buyer. Buyer represents and warrants to Seller as of the Original Effective Date that:

Buyer’s Forecast does not constitute Buyer’s commitment to buy. Buyer will issue a “Blanket Purchase Order” to the Seller for a minimum twelve (12) month period, and Seller may adjust quantity and schedule every six (6) months to meet Buyer’s demands.

Buyer. Seller hereby acknowledges that nothing in this agreement will limit or restrict, in any way, Buyer or its affiliate’s ability to purchase or sell Sand, including the negotiation, execution and performance of definitive transaction documents related thereto.

Buyer. Buyer’s obligation to purchase the Properties requires the satisfaction (or waiver by Buyer of any such condition, in its sole discretion) of each of the following:

By Buyer. To the fullest extent permitted by Law, Buyer will indemnify, defend and hold harmless each Holder, the officers, directors, agents and employees of each of them, each Person who controls any Holder within the meaning of the Securities Act or the Exchange Act, and the officers, directors, agents and employees of each such controlling Person, against any losses, claims, damages, or liabilities (joint or several), including any reasonable attorneys’ fees and other expenses reasonably incurred in connection with investigating or defending any such loss, claim damage liability or action, as incurred, to which such Holder may become subject under the Securities Act, the Exchange Act, other U.S. federal or state Law or otherwise, insofar as such losses, claims, damages, or liabilities (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively, a “Violation”):

By Buyer. Buyer represents and warrants to Seller as of the Effective Date that:

Buyer Default. Notwithstanding any provisions of this Agreement to the contrary, if Buyer breaches or defaults under this Agreement, or if Buyer otherwise fails to timely close this transaction for reasons other than any Seller’s default or the failure of any of the express conditions to Buyer’s performance, and if such breach, default and/or failure by Buyer continues and is not fully cured within two (2) business days after written notice from Sellers, then this Agreement shall terminate, and the Earnest Deposit shall be delivered to Sellers as agreed-upon liquidated damages as Sellers’ sole remedy. Sellers and Buyer acknowledge that: # it would be impossible to accurately determine Sellers’ damages in the event of Buyer’s default; # the Earnest Deposit is fair and equitable; and # Sellers expressly waive the right to exercise any and all other rights available at law or in equity. The limitation of damages set forth herein shall not apply to any indemnities, covenants or obligations of Buyer which expressly survive either the termination of this Agreement or Closing, for which Sellers shall be entitled to all rights and remedies available at law or in equity.

Buyer. Seller hereby acknowledges that nothing in this agreement will limit or restrict, in any way, Buyer or its affiliate’s ability to purchase or sell Sand, including the negotiation, execution and performance of definitive transaction documents related thereto.

Buyer Default. Notwithstanding any provisions of this Agreement to the contrary, if Buyer breaches or defaults under this Agreement, or if Buyer otherwise fails to timely close this transaction for reasons other than Seller’s default or the failure of any of the express conditions to Buyer’s performance, and if such breach, default and/or failure by Buyer continues and is not fully cured within two (2) business days after written notice from Seller, then this Agreement shall terminate, and the Earnest Deposit shall be delivered to Seller as agreed-upon liquidated damages as Seller’s sole remedy. Seller and Buyer acknowledge that: # it would be impossible to accurately determine Seller’s damages in the event of Buyer’s default; # the Earnest Deposit is fair and equitable; and # Seller expressly waives the right to exercise any and all other rights available at law or in equity. The limitation of damages set forth herein shall not apply to any indemnities, covenants or obligations of Buyer which expressly survive either the termination of this Agreement or Closing, for which Seller shall be entitled to all rights and remedies available at law or in equity.

Buyer. At the Closing, Buyer will execute and deliver all documents and take all other actions reasonably necessary to affect the purchase of each Property, including: