Seller Default. Notwithstanding any provision in this Agreement to the contrary, if Seller breaches or defaults under this Agreement, or if the Closing does not occur by reason of a material default by Seller which continues for two (2) business days after written notice from Buyer, then Buyer shall have the right, as Buyer’s sole and exclusive remedy, to elect to either: # terminate this Agreement, in which event Buyer shall receive the Earnest Deposit, Seller shall pay Buyer all of Buyer’s actual out-of-pocket costs incurred in connection with this Agreement, including reasonable attorneys’ fees, not to exceed the Reimbursement Amount, and neither of the parties hereto shall have any further rights or obligations hereunder except for obligations that specifically survive the termination; or # enforce specific performance of this Agreement, provided that such action must be commenced within sixty (60) days following Buyer’s discovery of Seller’s material default under this Agreement. No other remedy or relief shall be available to Buyer, and Buyer hereby waives any and all other remedies, including the right to sue Seller for damages, except as otherwise provided in this Agreement.

Default by Seller. In the event of a default by Seller, and if such default is not remedied within ten (10) business days after written notice to Seller, then at the option of Buyer, and as Buyer's sole and exclusive remedies: # Buyer shall have the right, upon written notice to Seller, to terminate this Agreement whereupon the Initial Deposit, the Additional Deposit and the Extension Deposit, if any, shall be returned to Buyer and thereafter the parties shall be relieved from all further obligations, under this Agreement other than Buyer's indemnification obligations and obligations under any provision of this Agreement which, by its terms, is to survive the termination of this Agreement; or # Buyer shall have the right to proceed against Seller in an action for specific performance to force closing. No other action may be taken to recover costs or damages, provided that Buyer shall be entitled to recover its attorney’s fees and other costs as provided in Section 31 below in the event that Buyer is the prevailing party in an action for specific 1796689v8

Seller Default. Notwithstanding any provision in this Agreement to the contrary, if Closing does not occur by reason of a material default by any Seller which continues for two (2) business days after written notice from Buyer, then Buyer may, as Buyer’s sole and exclusive remedy, elect to either: # terminate this Agreement, in which event Buyer shall receive the Earnest Deposit, Sellers shall pay Buyer all of Buyer’s actual out-of-pocket costs incurred in connection with this Agreement, including reasonable attorneys’ fees, not to exceed One Million Dollars ($1,000,000.00) (the “Damages Cap”) within thirty (30) days of Sellers’ receipt of written demand therefor with reasonable supporting evidence, and none of the parties hereto shall have any further rights or obligations hereunder except for obligations that specifically survive the termination; or # enforce specific performance of this Agreement, provided that such action must be commenced within sixty (60) days following Buyer’s discovery of any Seller’s material default under this Agreement. No other remedy or relief shall be available to Buyer, and Buyer hereby waives any and all other remedies, including the right to sue Sellers for damages.

Default by Seller. If prior to Closing Seller defaults under this Agreement, Purchaser shall promptly provide written notice to Seller of the same and shall allow Seller ten (10) business days within which to cure such breach, and the Closing Date shall be correspondingly extended to allow such notice and cure period. If Seller fails to cure such breach after written notice and within such cure period, then notwithstanding any provision to the contrary in this Agreement, Purchaser’s sole and exclusive remedy shall be to elect one of the following: # to terminate this Agreement, in which event Purchaser shall be entitled to the return by the Escrow Agent to Purchaser of the Earnest Money and, in the event of Seller’s intentional breach, reimbursement from Seller of Purchaser’s actual, documented out-of-pocket costs incurred in connection with this Agreement and its due diligence inspection of the Property (including, without limitation, reasonable attorneys’ fees and any lenders’ fees, deposits or costs) up to an aggregate total of $150,000, # proceed to Closing in which event Seller shall have no liability for any such default upon consummation of the Closing, or # to bring a suit for specific performance provided that any suit for specific performance must be brought within thirty (30) days of Seller’s default and the expiration of any applicable notice and cure period, to the extent permitted by law, Purchaser waiving the right to bring suit at any later date; provided, however, if the remedy of specific performance is not available to Purchaser due to a willful breach of this Agreement by Seller in conveying the property to a third party in violation of the terms of this Agreement, in addition to the remedy set forth in [clause (a) above], Purchaser shall have the right to pursue Seller for all other actual damages. As a condition precedent to any suit for specific performance, Purchaser must have tendered all of its deliveries on or before the Closing Date, including the Purchase Price. Purchaser hereby waives any other rights or remedies, including, without limitation, the right to seek money damages, except as provided in [Section 9.3(a)] below. In no event shall Seller be liable to Purchaser for any punitive, speculative or consequential damages. This Agreement confers no present right, title or interest in the Property to Purchaser and Purchaser agrees not to file a lis pendens or other similar notice against the Property except in connection with, and after, the filing of a suit for specific performance.

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

Seller. Notwithstanding anything in this Agreement to the contrary, Seller shall not have any liability:

Seller. Except as otherwise set forth in Section 10, during the term of this Agreement the Primary Facility will be solely dedicated to the delivery of Sand to Buyer and Seller will not, without the express written consent of the Buyer, utilize the Primary Facility to sell or otherwise distribute Sand or any similar products to third-parties.

Seller Default. If the Closing fails to occur as a result of any default by Seller, then provided Purchaser is not in default, Purchaser may, if such default is not cured after five (5) days written notice to Seller, in its sole and absolute discretion, either:

If any Seller # knowingly and willfully takes any action or omits to take any action, or permits any of Sellers’ Related Parties to take any action or omit to take any action, which action or omission, to Sellers’ Knowledge, would have the effect of causing any of the representations, warranties, or covenants of Sellers contained in this Agreement to be untrue in any material respect as of the date such action is taken or omitted except to the extent that such violation would not result in a Material Adverse Effect, or # fails to perform any material covenant, obligation or requirement under this Agreement and such failure or breach is not cured on or before thirty (30) days following notice to the Sellers from Buyer, then Buyer, as its sole remedy thereof, shall have the right to # obtain specific performance of Sellers’ obligations hereunder pursuant to clause (d) below or # terminate this Agreement on or prior to the Closing Date.

Seller Default. Notwithstanding any provision in this Agreement to the contrary, if the Closing does not occur by reason of a material default by Seller which continues until the expiration of two (2) days after written notice from Buyer, then Buyer shall have the right, as its sole and exclusive remedy, to # terminate this Agreement, in which event Buyer shall receive the Earnest Deposit (without the requirement or need to receive written instructions from Seller) and a reimbursement from Seller for all of Buyer’s out-of-pocket expenses incurred by Buyer in connection with this Agreement through the date of such termination, provided, however, that such expenses shall not exceed $1,500,000 (the “Pursuit Costs”) and neither of the parties hereto shall have any further rights or obligations hereunder except for obligations that specifically survive the termination, # waive such default and proceed to the Closing without a reduction in the Purchase Price, or # provided Buyer is not otherwise in material default under this Agreement, bring an action for specific performance of Seller’s obligations hereunder, in which case Seller shall be liable to Buyer for all of Buyer’s costs and expenses relating to such specific performance action (not to exceed the Pursuit Costs), within ninety (90) days following the scheduled Closing Date. Anything in this Section 10.1 to the contrary notwithstanding, if Seller intentionally breaches this agreement and conveys any of the Properties or Membership Interests in violation of this Agreement, then Buyer shall be entitled to all remedies available in law and equity (including consequential damages) and shall not be limited in any way to its Pursuit Costs.