PURCHASE OPTION AGREEMENT

THIS PURCHASE OPTION AGREEMENT (this “Agreement”), executed and effective as of the 21^st day of December, 2015 (the “Effective Date”) [Note: This Agreement will not be effective until the Closing under the APA.], is between Performance Technologies, LLC, an Oklahoma limited liability company (“Company”), and Superior Silica Sands LLC, a limited liability company (“Supplier”). Company and Supplier may be hereinafter referred to as the “Parties” or individually, as a “Party”.

WHEREAS, PTL Prop Solutions, L.L.C., an Oklahoma limited liability company (“PPS”) and Supplier entered into that certain Asset Purchase Agreement, dated as of September 17, 2015 (the “APA”), pursuant to which PPS agreed to sell to Supplier, and Supplier agreed to purchase from PPS, certain of PPS’s right, title and interest in, to and under certain real property rights, options and leases and other assets useful in the mining, development and production of frac sand in Jackson County, Wisconsin (the “Mine”); and

WHEREAS, it is a condition to the consummation of the transactions contemplated by the APA that Company and Supplier enter into this Agreement, pursuant to which Company shall have an option to purchase the Material (as defined below) from Supplier.

NOW, THEREFORE, in consideration of the foregoing premises and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:

a.    Grant and Exercise of Purchase Option.

i.    Supplier hereby grants to Company an option, exercisable on a monthly basis (each a “Contract Volume Option”), to purchase sand and proppants satisfying the quality specifications set forth on Exhibit A (the “Material”) up to the specified volume (the “Contract Volume”) allocated by mesh size as set forth on Exhibit B (the “Contract Volume Schedule”), up to an aggregate total amount of *** tons of Material. The first Contract Volume Option will be exercisable upon the earlier to occur of (1) the second anniversary of the Effective Date and (2) the date on which Company and Supplier mutually agree that Company is able to consume the Contract Volume hereunder and Supplier is able to provide the Contract Volume hereunder (the “Option Commencement Date”).

ii.    Notwithstanding anything in this Agreement to the contrary, Company shall have the right to exercise a Contract Volume Option for any month

on or after the Option Commencement Date regardless of whether the Mine has been fully developed, constructed and completed or it is otherwise operational, and Supplier shall be obligated to supply the Material requested in connection with the exercise of a Contract Volume Option by Company from Supplier’s, or any of its affiliate’s, other facilities which shall be (1) unit train capable, (2) originate on the Union Pacific Railroad, and (3) approved in advance by Company in writing if from an origin other than the Mine, subject to the terms and conditions of this Agreement. In the event Supplier can produce the requested Contract Volume from the Mine, Supplier shall be entitled to supply the Material from the Mine without the necessity of obtaining Company’s approval. For the avoidance of doubt, in the event that any volume of Material purchased by Company hereunder is supplied from a source other than the Mine, such volume shall count against the scheduled Contract Volume for that calendar month and qualify for the Discount. In addition, the parties may mutually agree to swap Material produced from the Mine (that would otherwise be purchased by Company pursuant to its exercise of a Contract Volume Option in any calendar month) with Material produced from Supplier’s or any of its affiliate’s other facilities, in which case such Material will count against the scheduled Contract Volume for that calendar month and qualify for the Discount.

iii.    If Company desires to exercise its Contract Volume Option in any particular month, then Company will deliver to Supplier not less than thirty (30) days in advance of the desired delivery date for such month a purchase order in the form attached hereto as Exhibit C, setting forth the volume of Material to be purchased, the applicable Current Price and Discount (each as defined herein), (each, a “Purchase Order”), which Purchase Order shall constitute a commitment to purchase the volume of Material identified in such Purchase Order. All Purchase Orders shall contain the required shipment date, Incoterms and point of delivery.

b.    Volume.

i.If Company timely delivers a Purchase Order, the same shall be deemed accepted by Supplier as to the volume set forth therein, up to an aggregate volume of Material equal to the applicable prorated monthly Contract Volume plus the Below 80% Volume Reserve (as defined below) that Company is entitled to purchase as of such month plus the Deferred Contract Volume Reserve (as defined below) that Company is entitled to purchase as of such month, the aggregate of which shall not exceed 120% of the prorated monthly Contract Volume (the “Maximum Aggregate Contract Volume”). If Company issues a Purchase Order for quantities of Material in excess of such Maximum Aggregate Contract Volume for a particular month, Supplier will notify Company within five (5) Business Days of receipt of

the Purchase Order as to whether Supplier accepts or rejects the portion of the Purchase Order relating to such excess quantity for the applicable month; provided, that it is understood that the Discount (as defined below) shall not be applicable to the price of any Material acquired over one hundred percent (100%) of the Contract Volume in any given month.

i.    If Company elects to exercise a Contract Volume Option for any particular month for a volume of Material not less than eighty percent (80%) but less than one hundred percent (100%) of the scheduled Contract Volume, then the difference between one hundred percent (100%) of the scheduled Contract Volume for the applicable month and the actual volume of Material purchased by Company from Supplier for that month that is not below eighty percent (80%) of the Contract Volume will be deferred and accrued for future purchase by Company (the “Deferred Contract Volumes,” and the aggregate of such Deferred Contract Volumes that remain unpurchased by the Company as of any point in time, collectively the “Deferred Contract Volume Reserve”).

ii.    If Company elects to exercise a Contract Volume Option for any particular month for a volume of Material less than eighty percent (80%) of the scheduled Contract Volume, for any reason other than a Force Majeure Event (as defined in Section 3.n), then:

(1)    Subject to clauses (2) and (3) below, the difference between eighty percent (80%) of the scheduled Contract Volume for the applicable month and the actual volume of Material purchased by Company from Supplier for that month will be deferred and accrued for future purchase by Company (the “Below 80% Volumes,” and the aggregate of such Below 80% Volumes that remain unpurchased by the Company as of any point in time, collectively the “Below 80% Volume Reserve”).

(2)    The Below 80% Volumes from any particular month shall remain in the Below 80% Volume Reserve and available for purchase by the Company for the remainder of the calendar year in which such month occurs (the “Below 80% Occurrence Year”) and until the end of the following calendar year.

(3)    At the end of each calendar year Company will forfeit its Contract Volume Option to purchase Below 80% Volumes from the calendar year prior to such calendar year that remain unpurchased by Company and such forfeited volumes shall be removed from the Below 80% Volume Reserve but shall reduce Company’s option to purchase *** tons of Material

on a ton for ton basis. For the avoidance of doubt, the process contemplated by this clause (3) shall not begin until the end of the second calendar following the Commencement Option Date.

(4)    With respect to any Below 80% Volumes forfeited pursuant to clause (3) above (unless such Below 80% Volumes were initially deferred pursuant to clause (1) above in a month in which 50% or less of the frac fleet of Company and its affiliates were operating, in which case this clause (4) does not apply), Company shall pay to Supplier an amount equal to $*** per ton for 33% of such forfeited Below 80% Volumes. Such payment shall be due from Company within thirty (30) days after the Material is forfeited.

(5)    Company’s discount for products purchased in such calendar month, if any, will be reduced by fifty percent (50%) of the then current Discount rate per ton purchased.

(6)    The Deferred Contract Volume for such month shall be 20% of the scheduled Contract Volume for such month, which amount shall be added to the Deferred Contract Volume Reserve.

iii.    If in any month, Company elects to exercise a Contract Volume Option for at least 80% of the scheduled Contract Volume for such month, then volume of Material purchased in excess of such 80% threshold shall be allocated first against the then current Below 80% Volume Reserve (on a first-in/first-out basis from the Below 80% Volume Reserve), which shall be reduced by the amount of such excess over the 80% threshold. For the sake of clarity, the Discount shall apply to all such purchases, regardless of whether the volume is counted against the Below 80% Volume Reserve, the Deferred Contract Volume Reserve or otherwise except as specifically set forth in Section 1.b.iii(5) and the last sentence of Section 1.b.i. Company will have the right to purchase volumes in excess of the scheduled Contract Volume for any given month by drawing against the accrued Below 80% Volume Reserve, if any, provided that in a given month Company will not have the right to draw more than the Maximum Aggregate Contract Volume and the Discount shall not be applicable to any tons purchased exceeding one hundred percent (100%) of the prorated Contract Volume as set for in Section 1.b.i for such month.

iv.    Supplier acknowledges and agrees that Company is relying on the Supplier to provide the scheduled Contract Volumes on a monthly basis. In the event that Company timely delivers a Purchase Order up to the applicable Maximum Aggregate Contract Volume for any given month, and Supplier is unable to provide the volumes requested in Company’s Purchase Order for any reason other than a

Force Majeure Event, then Company’s discount for Material purchased in that calendar month will be increased by fifty percent (50%) of the then current discount rate per ton purchased. For the avoidance of doubt, any volume of Materials ordered by Company, but not delivered by Supplier, shall not be considered part of the Deferred Contract Volume Reserve or the Below 80% Volume Reserve, or counted against the *** tons of Material to which Company is entitled to purchase under this Agreement.

v.    The Parties will review the Contract Volume Schedule on a calendar year basis and make such revisions that are mutually agreed to by the Parties. In the event that the Parties are unable to agree upon any revisions to the Contract Volume Schedule, then the Contract Volume Schedule in effect for the prior calendar year shall continue to be in effect for the subsequent calendar year.

c.    Pricing; Discount; Payment.

i.Company will pay to Supplier the per ton purchase price equal to the applicable Current Price (as defined in Section 1.c.ii) minus the then applicable Discount (as defined in Section 1.c.iv.)

ii.For purposes of this Agreement, “Current Price” shall mean the pricing set forth on Exhibit D. No more often than quarterly, either Party may request an adjustment to the then Current Price to reflect the weighted average price (by mesh size and pickup point) purchased by Company and its affiliates for sand and proppants substantially similar to the Material purchased from all of their other suppliers during the previous quarter. Such weighted average price shall not include any discounts provided to Company or its affiliates for any consideration provided to such Supplier by Company or one of its affiliates. If within fifteen (15) days following any such request, the Parties have not agreed on such weighted average price, then the Parties shall submit their pricing dispute to an independent auditor selected by the Parties (the “Independent Auditor”). If the parties cannot agree on the Independent Auditor, the Independent Auditor shall be a national accounting firm selected by Supplier; provided, that Supplier may not select an accounting firm then currently utilized by Company. The Independent Auditor shall have the right to review all of Buyer’s, and its affiliates, books and records in connection with such determination and Buyer shall supply the same to the Independent Auditor so that the Independent Auditor can resolve the dispute as to such weighted average price within fifteen (15) days after engagement and such resolution shall be binding upon Company and Supplier. The fees and expenses of the Independent Auditor shall be paid by the Party that requested the adjustment in Current Price. Company and Supplier agree that any and all information, whether written or oral, provided to the

Independent Auditor shall be confidential information not be disclosed by the Independent Auditor to the other Party or any third party or used by the Independent Auditor for any reason other resolving such dispute, which obligation shall be included in any engagement letter or similar arrangement among Company, Supplier and the Independent Auditor. In the event the Independent Auditor does not agree to be bound by such restrictions, Company and Supplier shall select a different Independent Auditor.

iii.Unless this Agreement is properly assigned by either Party to a non-affiliate of such Party, any adjustment to the Current Price under this Agreement shall also apply to the “Current Price” charged by Supplier under that certain Amended and Restated Master Supply Agreement, dated as of even date herewith (the “Existing Supply Agreement”).

iv.For purposes of this Agreement, “Discount” means a discount applicable to all purchases of Material pursuant to this Agreement (except as may otherwise be set forth herein), which will be determined in accordance with Exhibit D. The discount rate shall be determined based on the applicable Current Price for such Material. The Discount will be applied to reduce the Current Price for all Material purchased pursuant to this Agreement. For the sake of clarity, the Current Price used for purposes of determining the Discount shall be the then Current Price (by mesh size) FCA Supplier’s plants, regardless of whether Material is purchased from Supplier’s terminals or Supplier’s plants.

d.    Purchase and Sale. If Company timely exercises its Contract Volume Option for any particular month, then the sale by Supplier, and purchase by Company, of the volume of Material set forth in the applicable Purchase Order shall be governed by the terms and conditions of this Agreement, including, without limitation, the Terms and Conditions attached hereto in Exhibit E.

e.    Rail Cars. Company and Supplier agree to the following railcar sharing arrangement:

i.Commencing as of the Option Commencement Date, Company will provide, at no cost to Supplier, a number private railcars as periodically agreed to by the Parties for support of Company’s requirements for Purchase Orders issued hereunder having the terms FCA Railcar (the “Company Railcar Allocation”). Company shall pay any and all fees necessary to introduce such rail cars into the rail system servicing deliveries to Company in support of this Agreement. Company will not require that such railcars be used exclusively for Company’s purchases under this Agreement. Supplier shall be solely liable for, and shall indemnify and hold

harmless Company from and against any and all Losses incurred by Company in connection with Supplier’s negligent possession, use, maintenance or other operation of such Company Railcar Allocation, except to the extent that any such Losses arise out of any negligence or willful misconduct on the part of Company.

ii.Supplier shall at all times make available private railcars, at no cost to Company, consisting of Supplier’s private railcars (each a “Supplier Car”) or Company’s private railcars made available to Supplier, in a quantity equal to Company’s Railcar Allocation, necessary to satisfy any outstanding Company Purchase Order under this Agreement having the Incoterms FCA Railcar.

iii.In addition, Supplier agrees to provide, if available, such quantity of Supplier Cars in excess of the Company Railcar Allocation (each an “Additional Supplier Car”) in a timely manner, and as available, if necessary to adhere to the delivery date for the applicable Purchase Order.

iv.Supplier agrees to invoice for Additional Supplier Car usage only if the net volume of Railcar Days in Service (as defined below) exceeds the total volume of Company’s Railcar Service Days Available (as defined below) as follows:

(1)In the event the Company’s Railcar Service Days Available in any calendar month exceeds the Railcar Days in Service, the number of excess railcar days of availability (the “Company’s Excess Railcar Availability”) shall be carried over to the Company’s balance for use as a credit in future months when the Company’s Railcar Allocation is insufficient to satisfy the Railcar Days in Service.

(2)In the event the Railcar Days in Service in any calendar month exceeds the Company’s Railcar Service Days Available inclusive of the Company’s Excess Railcar Availability balance, if any, (collectively the “Shortfall in Company’s Railcar Availability”) Supplier shall invoice the Company on a monthly basis for the amount of the Shortfall in Company’s Railcar Availability at the rate of Supplier’s actual cost to own and operate such rail cars, including , without limitation, the cost to operate and any insurance thereon, but excluding the cost to introduce such cars into the system.

v.Company shall be liable for and shall defend, indemnify, and hold harmless Supplier from any demurrage charges and any freight or similar transportation charges at Company’s destinations, except to the extent that such

charges are due to Supplier’s gross negligence or willful misconduct or other actions by Supplier that cause such charges to be incurred.

vi.Supplier shall be liable for and shall defend, indemnify, and hold harmless Company from any demurrage charges and any freight or similar transportation charges at Supplier’s origin(s) and destinations other than Company’s destinations, except to the extent that such charges are due to Company’s gross negligence or willful misconduct or other actions by Company that cause such charges to be incurred.

vii.For purposes of this Section 1.e, (y) “Company’s Railcar Service Days Available” means the then current Company’s Railcar Allocation multiplied by the total number of days in a calendar month (e.g., Company has a Railcar Allocation of 100 cars and the calendar month has 30 days, the Company’s Railcar Service Days Available would be 100 cars x 30 days or 3,000 railcar days in that calendar month) and (z) “Railcar Days in Service” shall mean the total number of days in a calendar month of all private railcars released from Supplier’s originating sand plant(s) in support of FCA railcar shipments to Company, regardless of if the railcar is an Additional Supplier Railcar or Company supplied railcar, until such time the railcars are returned to the originating sand plant. Supplier shall present a rail tracking report supporting the calculation of the total Railcar Days in Service at the end of each calendar month.

viii.Additional terms and conditions for Company’s and Supplier’s use of such railcars shall be as attached hereto in Exhibit G (i.e., the Railcar Usage Agreement) and are incorporated herein by reference and shall be binding on the Parties, whether or not such Railcar Usage Agreement has been executed by any of the Parties. To the extent of any inconsistency between the Railcar Usage Agreement and this Agreement, this Agreement shall control.

a.Term. This Agreement shall become effective on the Effective Date and, unless this Agreement is earlier terminated pursuant to the terms of this Agreement, shall continue in full force and effect until the amount of Material supplied by Supplier to Company pursuant to this Agreement, including any forfeited Contract Volume, equals *** tons of Material.

a.Termination of the Agreement. In addition to the termination rights set forth in the Terms and Conditions attached hereto as Exhibit E and such other rights and remedies to which either Party may be entitled at law or in equity, this Agreement may be terminated

in accordance with this Section 2.b. The termination of this Agreement shall not affect the accrued rights and obligations of the Parties nor shall it act to relieve either Party with respect to incomplete or outstanding Purchase Orders.

i.By Mutual Agreement. This Agreement may be terminated at any time upon the mutual agreement of the Parties hereto.

ii.Upon Supplier’s Rejection of a Purchase Order. Any rejection by Supplier of a Purchase Order which complies with the provisions of Section 1.a above or failure by Supplier to timely (in any material respect) complete such a Purchase Order, shall constitute grounds for immediate termination of this Agreement by Company, at Company’s option, which termination shall be affected by a written notice of termination delivered to Supplier, which notice shall set forth the effective date of termination; provided, that Supplier shall be afforded the thirty (30) days to cure any such default upon written notice from Company to Supplier; provided, further that Supplier shall not have any opportunity to cure any material default in any given calendar year in which Buyer has already provided Supplier with two (2) separate opportunities to cure.

iii.Upon Default by Supplier. Except as provided in Section 2.b.ii above, any material default by Supplier of any of the terms or conditions herein and failure on the part of Supplier to cure such default within thirty (30) days after receipt of written notice of such default, shall constitute grounds for immediate termination of this Agreement by Company, at Company’s option, which termination shall be affected by a written notice of termination delivered to Supplier, which notice shall set forth the effective date of termination.

iv.Upon Default by Company. Any material default by Company of any of the terms or conditions herein and failure on the part of Company to cure such default within thirty (30) days after receipt of written notice of such default, shall constitute grounds for immediate termination of this Agreement by Supplier, at Supplier’s option, which termination shall be affected by a written notice of termination delivered to Company, which notice shall set forth the effective date of termination.

a.Defined Terms. Capitalize terms used but not defined in this Agreement shall have the meanings given to such terms in the APA.

b.Certain Remedies. Without limiting any rights or remedies available to the Parties under this Agreement, upon the failure by either Party to fulfill any undertaking or

commitment provided for herein on the part of such Party, the other Party, at its sole option, may (i) enforce specific performance of this Agreement or (ii) pursue any rights or remedies available at law or in equity.

d.    Successors and Assigns. This Agreement shall be binding on and inure to the benefit of the Parties and their respective successors and permitted assigns. This Agreement is intended solely for the benefit of the Parties and their respective successors and assigns and nothing in this Agreement shall be construed to create any duty to, or standard of care with reference to, or liability of a Party to, any person not a party to this Agreement. Nothing in this Agreement shall be deemed to constitute any fiduciary or special relationship or duty among the Parties and each Party may take actions hereunder that are for its own self-interest without any duty or, subject to the express terms of this Agreement, liability to the other Party.

c.No Consequential Damages. EXCEPT WITH RESPECT TO THIRD PARTY CLAIMS OR ANY LOSSES ARISING AS A RESULT OF ANY GROSS NEGLIGENCE OR WILLFUL MISCONDUCT BY THE OTHER PARTY, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT, WHETHER BASED ON TORT OR BREACH OF CONTRACT OR OTHER BASIS, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

e.Further Assurances. Each Party agrees to provide any additional documents and take any such further action as may be reasonably requested by the other Party in order to carry out the purpose and intent of this Agreement.

i.Silica Warning. Supplier’s products contain respirable crystalline silica, which is considered by some sources to be a cause of cancer. Breathing excessive amounts of respirable silica dust can also cause a disabling and potentially fatal lung disease called silicosis, and has been linked by some sources with other diseases. Each Party agrees to follow all applicable NIOSH and MSHA procedures and recommended practices to the extent such Party is subject to and governed by NIOSH and/or MSHA, including wearing

properly-fitted, NIOSH-approved or MSHA-approved air supplied protective equipment in accordance with applicable government regulations and manufacturer instructions, as appropriate, during the handling, use, clean-up and transportation of the Materials. Supplier’s Material Safety Data Sheet is attached hereto as Exhibit F and provides additional information regarding the precautions to be taken when handling the Materials. Company hereby accepts all responsibility to maintain a safe work environment and provide all necessary training and appropriate NIOSH and/or MSHA approved protective equipment to all persons handling or in the presence of the Materials to the extent Company is subject to and governed by NIOSH and/or MSHA.

j.    Terms and Conditions. The Terms and Conditions attached hereto as Exhibit E are incorporated herein by reference and shall be binding on the Parties, whether or not such Terms and Conditions have been executed by any of the Parties. To the extent of an inconsistency between the Terms and Conditions and this Agreement, including, without limitation, as to pricing and payment, this Agreement shall control.

k.    Warranty. Supplier warrants only to Company that (a) the Materials supplied under this Agreement will conform to the specifications of Company as set forth on Exhibit A (the “Specifications”), and (b) Supplier will convey good title to the Materials, which shall be delivered free from any security interests, liens or encumbrances. In the event Supplier delivers Materials to Company that do not conform to the Specifications, Company will have the right to refuse such nonconforming Materials within fourteen (14) days of receipt of such nonconforming Materials. In such event, Company will give Supplier written notice within such fourteen (14) day period and Supplier will have the opportunity to inspect the allegedly nonconforming Materials within fourteen (14) days after receipt of such written notice. If it is determined that the Materials in question are nonconforming, Supplier will dispose of and replace such nonconforming Materials at Supplier’s sole cost and expense, including freight and disposal costs.

l.    Exculpation. Company acknowledges that certain of the officers, directors, members, managers, agents, representatives and/or attorneys of Supplier and its parent and affiliated entities (the “Supplier Related Parties”) have performed, or may perform, acts in connection with this Agreement on behalf of Supplier. Notwithstanding anything to the contrary herein, no such Supplier Related Party shall have, and Company hereby absolves all Supplier Related Parties from, any personal liability or obligation for any matters relating to or arising out of this Agreement. Supplier acknowledges that certain of the officers, directors, members, managers, agents, representatives and/or attorneys of Company and its parent and affiliated entities (the “Company Related Parties”) have performed, or may perform, acts in connection with this Agreement on behalf of Company. Notwithstanding anything to the contrary herein, no such Company Related Party shall have, and Supplier

hereby absolves all Company Related Parties from, any personal liability or obligation for any matters relating to or arising out of this Agreement.

m.    Force Majeure Event. All obligations (other than monetary obligations) of the parties to this Agreement shall be subject to a Force Majeure Event. A “Force Majeure Event” shall mean any of the following to the extent the same are not reasonably foreseeable or avoidable by the performing Party or are outside the performing Party’s reasonable control: (i) any earthquake, hurricane, tornado, flood, mudslide, wild fire or other natural disaster or act of God, (ii) any national or international political or social conditions, including the engagement by the United States in hostilities or the escalation thereof, whether or not pursuant to the declaration of a national emergency or war, or the occurrence or the escalation of any military or terrorist attack upon the United States, or any United States territories, possessions, or diplomatic or consular offices or upon any United States military installation, equipment or personnel, (iii) acts of default of common carriers, (iv) employee strikes, or (v) any other occurrence similar in character to the foregoing.

n.    Entire Agreement. This Agreement and the Exhibits attached hereto constitute the entire agreement between the Parties respecting the subject matter hereof and there are no verbal or collateral understandings, agreements, representations other than as expressly set forth herein and therein.

IN WITNESS WHEREOF, the Parties hereto have executed and delivered this Agreement as of the day and year first above written.

COMPANY:    PERFORMANCE TECHNOLOGIES, LLC

By: /s/ Bill Stanger    

Name: Bill Stanger    

Title: President    

SUPPLIER:    SUPERIOR SILICA SANDS LLC

By: /s/ Richard J. Shearer    

Name: Richard J. Shearer    

Title: President and CEO    

Exhibit A – Material Quality Specifications

Exhibit B – Contract Volume Schedule

Exhibit C – Form of Purchase Order

Exhibit D – Current Price; Discount

Exhibit E – Terms and Conditions

Exhibit F – Supplier’s Material Safety Data Sheet

Exhibit G – Rail Car Agreement

Volumes will be prorated monthly over the applicable year.

Supplier will use commercially reasonable efforts to provide Company with Materials from the Mine in the following mesh sizes; provided that in the event the actual ratios of mesh sizes produced at the Mine materially deviate from the below ratios, Supplier will provide notice of such deviation to Company and the parties will negotiate in good faith to revise the anticipated ratios noted below to reflect the actual production from the Mine. Materials sourced from origins other than the Mine shall conform in all instances to the mesh sizes below.

A.    “Supplier” means the seller identified in the Purchase Order.

B.    “Buyer” means, as it pertains to each discrete purchase, the purchaser identified in the Purchase Order, or, if no such Purchase Order exists, the purchaser of the Items, which shall be Seventy Seven Operating LLC or a subsidiary or affiliate entity thereof.

C.    “Items” means all equipment, materials, supplies, labor and other goods and related services to be sold by Supplier and purchased by Buyer from time to time hereunder.

D.    “Purchase Order” means (i) the document setting forth the Items to be sold by Supplier and purchased by Buyer, which may include model number or similar identifier, quantity, requested ship date, pricing and billing information as such relate to the Items and (ii) these Terms and Conditions, which shall govern Supplier’s sale and Buyer’s purchase of Items.

E.    “Terms and Conditions” means these terms and conditions of purchase, which hereby incorporate by reference the Option Agreement; provided, that, to the extent of a direct conflict between these terms and conditions and the Option Agreement, the Option Agreement shall control, but only to the extent of such conflict.

F.    “Option Agreement” means that certain Purchase Option Agreement, dated as of, 2015, by and between Supplier and Buyer, as amended, restated or replaced.

These Terms and Conditions shall exclusively govern and control each of the parties’ respective rights and obligations with respect to the subject matter herein contained, including with respect to any sale by Supplier and purchase by Buyer of Items. Without limiting the generality of the foregoing, any additional, contrary or different terms or conditions contained in any Purchase Order, order form, invoice or other request or communication by Supplier pertaining to the sale of Items, or any attempt to modify, supersede, supplement or otherwise alter these Terms and Conditions, shall not modify these Terms and Conditions or be binding on the parties. Notwithstanding the foregoing, the contents of a Purchase Order shall be valid pertaining to the Items only as to model number or similar identifier, quantity, requested ship date, pricing and billing information.

These Terms and Conditions shall be binding on the parties upon Supplier’s acceptance of the Purchase Order, either in writing or by commencement of performance in accordance with the Purchase Order. These Terms and Conditions shall remain in effect unless and until Buyer provides no less than thirty (30) days’ prior written notice of termination to Supplier; provided, that, any such termination shall not affect the accrued rights and obligations of the parties nor shall it act to relieve either party with respect to incomplete or outstanding orders.

The price charged to Buyer for any Item shall be mutually agreed between Buyer and Supplier. Unless otherwise agreed to in writing by an authorized officer of Buyer, payment terms shall be net thirty (30) days from the date of applicable invoice. In the event Supplier does not submit to Buyer an applicable invoice within ninety (90) days of Buyer’s receipt of corresponding Items, then Supplier agrees and acknowledges that Buyer reserves the right to refuse payment with respect to such Items without penalty or recourse.

All taxes which Supplier intends to pass through for Buyer’s account, including, but not limited to, sales (including, without limitation, bulk sales), use, value added, transfer, documentary, stamp, excise and other similar taxes and fees, including, but not limited to, licensing, duties, customs, tariffs, imposts, and government imposed surcharges (collectively, “Taxes”), relating to the Items shall be invoiced and stated separately by Supplier. Supplier shall remit all such Taxes to the appropriate taxing authority unless Buyer provides proof of tax exemption. In the event Buyer is prohibited by law from making payments to Supplier unless Buyer first deducts or withholds such Taxes therefrom and remits such Taxes to the local taxing authority, then Buyer shall duly withhold such Taxes and shall pay to Supplier the remaining net amount. Buyer shall not reimburse Supplier for any amount of such Taxes so withheld. IN THE EVENT SUPPLIER DOES NOT INVOICE APPLICABLE TAXES RELATING TO THE ITEMS, AND IS SUBSEQUENTLY AUDITED BY ANY TAXING AUTHORITY, BUYER SHALL NOT BE RESPONSIBLE FOR PAYMENT OF ANY SUCH TAXES, AND SUPPLIER SHALL RELEASE, DEFEND, INDEMNIFY AND HOLD HARMLESS BUYER GROUP WITH RESPECT THERETO. For the avoidance of doubt, each party is responsible for its own respective income taxes and taxes based upon revenues, including, but not limited to, business and occupation taxes.

Neither party shall be responsible for its temporary failure to perform its obligations hereunder due to act of God, fire, explosion, flood, theft, riot, terrorism, embargoes or acts of civil or military authorities which act (a) is outside of the affected party’s reasonable control or (b) could not have been foreseen by the exercise of due diligence by the affected party (each, a “Force

Majeure”). If delivery is to be delayed by a Force Majeure, then Supplier shall immediately notify Buyer in writing and Buyer may either (x) extend the time of performance or (y) terminate all, or a part thereof, of any uncompleted portion of an order at no cost or penalty to Buyer.

Supplier shall deliver Items in accordance with the delivery schedule set forth in the Purchase Order. With respect to each Item included in such Purchase Order, prior to the applicable scheduled delivery date, Buyer may revise outward such scheduled delivery date, with no charge or penalty, by giving notice thereof in writing to Supplier.

Buyer may inspect and test all Items at reasonable times before, during, and after manufacture, mining and processing. All Items shall be received subject to Buyer’s inspection, testing, approval and acceptance at Buyer’s premises, notwithstanding any inspection or testing at Supplier’s premises or any prior payment for such Items. Failure by Buyer to inspect and accept or reject the Items or any part thereof, or failure to detect defects by inspection, will not relieve Supplier from responsibility for defects or impose liabilities on Buyer therefor. Items rejected by Buyer as not conforming to the Purchase Order may be returned to Supplier at Supplier’s risk of loss and expense and, at Buyer’s request, shall promptly be repaired or replaced.

A.    Supplier represents and warrants to Buyer that (i) Supplier has the full power, authority and legal right to enter into and perform its obligations pursuant to these Terms and Conditions and the applicable Purchase Order and (ii) the Purchase Order, including these Terms and Conditions, is a legal, valid and binding obligation of Supplier enforceable against Supplier in accordance with its terms.

B.    Supplier represents and warrants that all Items sold hereunder or pursuant hereto conform to these Terms and Conditions and the specifications set forth in the Purchase Order, are in strict accordance with the sample, drawings, designs or other requirements (including performance specifications) approved or adopted by Buyer and will be (i) free from any and all claims, liens and other encumbrances and (ii) free from any claim of misappropriation of any intellectual property or proprietary technology, information, materials, components, parts or otherwise, each for a period of thirty (30) days from Buyer’s acceptance of the Items. In addition to the foregoing representations and warranties, if Supplier is not the manufacturer of the Items, Supplier will use its best efforts to obtain assignable warranties for such Items from their manufacturer, which it will assign to Buyer, and Supplier will cooperate with Buyer in the enforcement of such warranties. If such warranties are non-assignable, Buyer shall be deemed subrogated to Supplier’s rights thereunder. If Supplier breaches any such representation or warranty,

then Supplier shall at its sole expense and Buyer’s option, promptly repair, replace or refund the amount paid for such Item, and Supplier shall bear the risk of loss and shipping expenses associated with such Items.

C.    Supplier represents and warrants that all services provided in connection with the Items shall be performed in a good, workmanlike and competent manner, in accordance with the highest professional standards applicable to Supplier’s trade or industry, and shall meet the descriptions and specifications provided or published by Supplier and agreed to in writing by Buyer, and those provided in writing by Buyer to Supplier.

D.    Supplier represents and warrants that (i) it has no outstanding agreement or obligation that is in conflict with any of the provisions of these Terms and Conditions, or that would adversely affect its performance hereunder or Buyer’s exclusive right to Developments (as defined below), and Supplier agrees that it shall not enter into any such conflicting agreement and (ii) it will not incorporate any third party intellectual property into any Development or deliverable provided hereunder without notifying and obtaining the prior written consent of an authorized officer of Buyer.

E.    Supplier represents and warrants that (i) all of its employees and contractors who perform work for it hereunder will have entered into written agreements with Supplier which ensure that the work they do is subject to these Terms and Conditions and (ii) it will not incorporate any Developments into deliverables to be provided to Buyer which contain intellectual property not assignable or licensable to Buyer.

All items shall be prepared for shipment in a manner that (a) follows customary and reasonable commercial practices, (b) is acceptable to common carriers for shipment and (c) is adequate to ensure safe arrival. Supplier shall mark all containers with necessary lifting, handling and shipping information, Purchase Order number, date of shipment, and the name and address of Buyer and Supplier. Supplier shall notify Buyer of the method of shipment and expected delivery date. Supplier shall ship only the quantity of Items specified in the Purchase Order. Buyer may return at Supplier’s risk of loss and expense any Items in excess of the quantity stated in the Purchase Order. As directed by Buyer, freight shall be either managed by Supplier or Buyer. Title to and risk of loss for the Items shall transfer to Buyer as defined by Incoterm FCA (free carrier), INCOTERMS 2010, and Buyer shall bear all risk involved in bringing the Items to and unloading the Items on at Buyer’s named place of destination once the Items have been delivered by Supplier to the custody of the carrier identified by Buyer in the Purchase Order.

During the course of the parties’ commercial relationship, either party may have or may be provided access to the other party’s confidential information and materials, including, but not limited to, information deemed by the disclosing party to be non-public, proprietary, secret and/or confidential, including, without limitation, computer programs (source and object codes), data, technical drawings, know-how, trade secrets, pre-release devices or products, pricing of goods or services, formulas, processes, ideas, inventions (whether patentable or not), maps, graphs, valuations, returns, financial statements, analyses, and compilations or other reasonably necessary documents and any other technical, economic, customer, personnel or descriptive information, forecasts or concepts relating to the disclosing party (collectively, “Confidential Information”). Each party agrees to maintain such Confidential Information in accordance with any non-disclosure agreement, confidentiality agreement or similar instrument executed by the parties hereto (“NDA”); provided, that, in the absence of an NDA, at a minimum, each party hereto agrees to (a) maintain such Confidential Information in strict confidence, (b) limit disclosure to only those persons who have a reason to know such information, (c) take all reasonable precautions to prevent unauthorized disclosure and (d) protect such Confidential Information in the same manner in which it treats its own information of like kind, but, in any event, with no less than due care, until such time as the Confidential Information becomes rightfully available to the public through no fault of the receiving party. Supplier acknowledges that Buyer has made no warranty hereunder, express or implied, as to the accuracy or completeness of Buyer’s Confidential Information and Buyer shall assume no liability resulting from the use of Buyer’s Confidential Information or any errors therein or omissions therefrom. The parties agree that neither will disclose the existence of these Terms and Conditions or the Purchase Order, nor any of its details or the existence of a commercial relationship, to any third party without the written consent of the other party. Notwithstanding the foregoing, either Party may publicly disclose the existence and content of these Terms and Conditions or the Purchase Order without the consent of the other Party (i) to the extent required by applicable federal and state securities laws in effect from time to time; provided, however, that the Party with the requirement to disclose shall give the other Party prior written notice of such requirement including reasonable particulars; (ii) to third parties who agree to keep such information confidential in connection with an acquisition, disposition, equity or debt financing or other strategic transaction involving the relevant Party or any of its affiliates and (iii) to Suppliers, service providers and consultants of either Party or any of their respective affiliates who have a valid need to know, are aware of the confidential nature of this Agreement and agree to keep such information confidential. Neither party may use the other party’s name or trademarks in any type of advertisement materials, web sites, press releases, interviews, articles, brochures, business cards, project references or client listings without the other party’s prior written consent.

If any Items provided hereunder carry substantial or potential threats to public health or the environment and are regulated by any authority (collectively, “Hazardous Materials”), then Supplier represents and warrants that Supplier and its personnel (including employees and contractors) providing such Items to Buyer understand the nature of, and hazards associated with, such Items, including, but not limited to, handling, transportation and use of such Hazardous Materials. Prior to causing any Hazardous Materials to be on Buyer’s property, Supplier shall obtain written approval from Buyer’s Environmental, Health and Safety department. SUPPLIER SHALL BE RESPONSIBLE FOR AND SHALL RELEASE. DEFEND, INDEMNIFY AND HOLD HARMLESS BUYER GROUP FROM ANY LIABILITY RESULTING FROM THE ACTIONS OF SUPPLIER OR ANY OF ITS EMPLOYEES OR AGENTS IN CONNECTION WITH SUCH HAZARDOUS MATERIALS IN VIOLATION OF ANY LAWS. Supplier will

timely provide Buyer with material safety data sheets and any other documentation reasonably necessary to enable Buyer to comply with all applicable laws and regulations.

In addition to, and without limiting or qualifying Supplier’s liabilities or obligations hereunder, Supplier shall, at its own expense, maintain General Liability, Automobile Liability, Employer’s Liability and Pollution Liability insurance coverage, each with limits of liability no less than $5,000,000 per occurrence. Supplier shall also maintain statutory Workers’ Compensation coverage. With respect to the liabilities and obligations of Supplier arising out of these Terms and Conditions, (a) Buyer shall be included as an additional insured under all required policies, except Worker’s Compensation, (b) Supplier shall ensure that all lines of coverage include a waiver of subrogation in favor of Buyer Group, (c) each of the above required policies of insurance shall be primary to any liability insurance carried by Buyer, and (d) no “other insurance” provision shall be applicable to Buyer, by virtue of having been named an additional insured or loss payee under any policy of insurance.

Upon Buyer’s request, Supplier will promptly provide Buyer with a statement of origin for all Items and with applicable customs documentation for Items wholly or partially manufactured outside of the United States.

The Purchase Order shall not be assignable by Supplier or by operation of law, and Supplier shall not subcontract any obligations hereunder without the prior written consent of Buyer.

Supplier represents and warrants that it will comply with all applicable international, federal, state and local laws, and regulations related to the purchase, use and resale of the goods, including those governing export control, unfair competition, corrupt practices and antidiscrimination. In addition, Supplier agrees not to provide foreign nationals from controlled countries as employees or contractors for work on any Buyer site.

If Supplier ceases to conduct its operations in the normal course of business, including, without limitation, any inability to meets its obligations as they mature, or if any proceeding under bankruptcy or insolvency laws is brought by or against Supplier, or a receiver for Supplier is appointed or applied for, or an assignment for the benefit of creditors is made by Supplier or on

behalf of Supplier, then, notwithstanding any other provision to the contrary, Buyer may terminate the Purchase Order without any liability whatsoever.

Supplier is an independent contractor and its personnel and other representatives shall not act as, nor be, agents or employees of Buyer. As an independent contractor, Supplier shall be solely responsible for determining the means and methods for performing the required services or providing the required goods hereunder. Supplier shall have complete charge and responsibility for personnel employed or contracted by Supplier.

A.    Supplier agrees that all works of authorship, inventions, improvements, developments, and discoveries conceived, made, or discovered by Supplier, solely, or in collaboration with Buyer or third parties, during the course of, or arising from or out of, its performance of services or the development of goods, including the Items, for Buyer hereunder, as well as all patents, copyrights, trade secrets, trademarks and other intellectual property right therein and thereto (collectively, “Developments”), are the sole property of Buyer. Supplier agrees to, and shall, assign (or cause to be assigned) all such Developments and all rights therein, and Supplier gives further assurances that it will execute assignments and other documents as necessary to achieve such result. Supplier agrees to assist Buyer, or its designee, at Buyer’s expense, in every proper way to secure Buyer’s rights in the Developments, including, but not limited to, the disclosure to Buyer of all pertinent information and data with respect thereto and the execution of all applications, specifications, oaths, assignments and all other instruments which Buyer may deem necessary, in its sole discretion, in order to apply for and obtain such rights and in order to assign and convey to Buyer, its successors, assigns and nominees the sole and exclusive right, title and interest in and to such Developments, including, without limitation, providing a certificate of originality and a written assignment of intellectual property. Supplier further agrees that Supplier’s obligation with respect to the Developments shall continue after termination of the Purchase Order, and Supplier agrees to assist Buyer in enforcing all patents, trademarks, copyrights, trade secrets or other ownership rights to protect Buyer’s exclusive interest in the Developments.

B.    Buyer acknowledges and agrees that Supplier shall retain sole and exclusive ownership of, and an unrestricted right to license, any invention, improvement, development, concept, discovery or other proprietary information owned by Supplier or in which Supplier has an interest, where such proprietary information was derived by Supplier, or its agent, independently and apart from Supplier’s commercial relationship with Buyer (“Supplier IP”). Notwithstanding the foregoing, Supplier agrees that, if in the course of performing its obligations hereunder, Supplier incorporates any Supplier IP into any Development, Buyer is hereby granted and shall have a non-exclusive, royalty free, perpetual, irrevocable, worldwide license, including, but not limited to, the

right to sublicense, under any such Supplier IP, to make, have made, use, import, prepare derivative works of, reproduce, have reproduced, perform, display, offer to sell, sell or otherwise distribute such invention, improvement, development, concept, discovery or other proprietary information as part of or in connection with such Development.

C.    Any specifications, drawings, schematics, technical information, data, tools, dies, patterns, masks, gauges, test equipment, and other materials furnished, or paid for, by Buyer shall (i) be kept strictly confidential, (ii) remain or become Buyer’s property, (iii) be used by Supplier exclusivity for Buyer’s needs, (iv) be clearly marked as Buyer’s property and segregated when not in use, (v) be kept in good working condition at Supplier’s expense and (vi) be shipped to Buyer promptly on demand.

Should any provisions hereof be held by a court of competent jurisdiction (or similar tribunal or other authority) to be illegal, invalid or unenforceable, the legality, validity and enforceability of the remaining provisions shall not be affected or impaired thereby. The waiver by either party of a breach of any provision hereof by the other party shall not operate or be construed as a waiver of any other or subsequent breach by such party.

Supplier represents and warrants that it and its supply chain are currently in compliance, and it covenants that it and its supply chain shall continue to comply, with existing and future law relating to “conflict minerals” as defined by the Dodd-Frank Wall Street Reform Act. SUPPLIER SHALL BE RESPONSIBLE FOR AND SHALL RELEASE, DEFEND, INDEMNIFY AND HOLD HARMLESS BUYER GROUP FROM AND AGAINST ANY LIABILITY RESULTING FROM THE BREACH OF THE AFOREMENTIONED REPRESENTATION AND WARRANTY AND COVENANT.

Supplier shall maintain a true set of records pertaining to Items sold to Buyer pursuant hereto and shall retain all such records for a period of not less than two (2) years after payment of invoices with respect to such Items. Supplier shall make such records available to Buyer upon Buyer’s request and during normal business hours. If, as a result of Buyer’s audit, it is determined that Supplier has overcharged Buyer, Buyer will notify Supplier of the amount of such overcharge, and Supplier will promptly pay to Buyer the amount of the overcharge within ten (10) days of validation of such overcharge. Payment of an invoice does not waive Buyer’s right to subsequently challenge or dispute the amount of such invoice.

These Terms and Conditions, and all matters arising out of or relating to these Terms and Conditions, including any Purchase Order, are governed by, and construed in accordance with, the laws of the State of Wisconsin, United States of America, without regard to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of Wisconsin. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply. All sections of the Uniform Commercial Code which expressly or impliedly protect a buyer are hereby incorporated by reference. Each party irrevocably and unconditionally agrees that it shall not commence any action, litigation or proceeding of any kind whatsoever against the other party in any way arising from or relating to the subject matter hereof, and all contemplated transactions, including contract, equity, tort, fraud and statutory claims, in any forum other than the state or federal courts in Wisconsin, and any appellate court thereof. Each party irrevocably and unconditionally submits to the exclusive jurisdiction of such courts. Each party agrees that a final judgment in any such action, litigation or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

Excepting the right of a party to seek such relief, all claims and matters in question arising out of or related to this Agreement or the relationship between the parties created by this Agreement, whether based in contract, tort or otherwise, shall be resolved by binding, self-administered arbitration pursuant to the Commercial Arbitration Rules of the American Arbitration Association (the “AAA”), and all such proceedings shall be subject to the Federal Arbitration Act. There shall be three arbitrators. Each party shall designate an arbitrator, who need not be neutral. The two (2) arbitrators so designated shall elect a third arbitrator. If either party fails to designate an arbitrator or the two (2) parties’ arbitrators fail to designate a third arbitrator in a timely manner, the remaining arbitrator(s) shall be appointed by the AAA. The arbitrators shall decide whether a particular dispute is or is not arbitrable. Each party shall pay for the expenses incurred by its designated arbitrator and the costs of the third, neutral arbitrator shall be divided between the parties. Only damages allowed pursuant to this Agreement may be awarded and arbitrators shall have no authority to award, indirect, special, punitive, exemplary, remote or speculative damages, the parties hereby waiving their right, if any, to recover any such damages, either in arbitration or in litigation.

All provisions necessarily requiring survival beyond any termination or expiration of these Terms and Conditions, including, but not limited to, those relating to representations, warranties, covenants, indemnity, confidentiality, choice of law and venue, and any accrued rights and obligations arising out of events which occurred prior to any such termination or expiration, shall survive such termination or expiration and continue indefinitely.

Frac Sand, 12/20 Sand, 16/30 Sand, 20/40 Sand, 30/70 Sand, 40/70 Sand, 30/50 Sand, Golf Course Sand, 75/25 Sand (75% Greens Plus 25% Texas Best, 80/20 Sand (TB 20% & Greens Plus 80%Mix), 90/10 Mix, C-144 White (Mason Sand), C-144 Yesso ( Mason Sand), Caylor White (Golf Course Sand), Green Colored Sand, F50 Sand, Greens Mix Greens (mix for golf course), Greens Plus (Golf Course Sand), Klassic White (Mason Sand), Ottowa White 20/40 frac, Ottawa White 40/70 frac, P50 Sand Kosse, Pnna Pore Mix (Mix with Caylor White & Perma Pore), Stone White

(Mason Sand), Superior Universal Sand, Texas Best White (Bunker Sand) (Collectively referred to herein as "Crystalline Silica Sand")

6000 Western Place, Suite 465 Ft. Worth, TX 76107

The OSHA Hazard Communication Standard, 29 CFR Sections 1910.1200, 1915.1200, 1917.28, 1918.90, 1926.59 and 1928.21, and state and local worker or community "right-to-know" laws and regulations should be strictly followed.

crystalline silica-quartz): Any self-contained breathing apparatus that has a full-face piece and is

operated in a pressure-demand or other positive-pressure mode or any supplied-air respirator

that has a full-face piece and is operated in a pressure-demand or other positive-pressure mode

in combination with an auxiliary self-contained positive-pressure breathing apparatus.

Escape from unknown or IDLH conditions (50mg/m3 for crystalline silica-quartz): Any airpurifying, full-face piece respirator with a high-efficiency particulate filter or any appropriate escape-type, self-contained breathing apparatus.

guidelines in this SDS are recognized as good industrial hygiene practices. Avoid breathing dust.

Wash dust-exposed skin with soap and water before eating, drinking, smoking, and using toilet

facilities.

(5) years of initial exposure. Progression can be rapid. Accelerated silicosis is similar to chronic

or ordinary silicosis, except that lung lesions appear earlier and progression is more rapid.

Acute Silicosis can occur after the repeated inhalation of very high concentrations of respirable

crystalline silica over a short time period, sometimes as short as a few months. The symptoms of

acute silicosis include progressive shortness of breath, fever, cough, weakness and weight loss.

Acute silicosis is fatal.

Autoimmune Diseases: Several studies have reported excess cases of several autoimmune

disorders, -- scleroderma, systemic lupus erythematosus, rheumatoid arthritis -- among silica-

exposed workers).

Tuberculosis: Individuals with silicosis are at increased risk to develop pulmonary tuberculosis, if exposed to tuberculosis bacteria. Individuals with chronic silicosis have a three-fold higher risk of contracting tuberculosis than similar individuals without silicosis.

Crystalline Silica (quartz) is not a hazardous material for purpose of transportation under the U.S. Department of Transportation Table of Hazardous Materials, 49 CFR 172.101.

RCRA: Crystalline silica (quartz) is not classified as a hazardous waste under the Resource Conservation and Recovery Act, or its regulations, 40 CFR

§261 et seq.

CERCLA: Crystalline silica (quartz) is not classified as a hazardous substance under regulations of the Comprehensive Environmental Response Compensation and Liability Act (CERCLA), 40 CFR §302.

Emergency Planning and Community Right to Know Act (SARA Title III): Crystalline silica (quartz) is not an extremely hazardous substance under Section 302 and is not a toxic chemical subject to the requirements of Section 313.

Clean Air Act: Crystalline silica (quartz) mined and processed by Superior Silica Sands, LLC is not processed with or does not contain any Class I or Class II ozone depleting substances.

FDA: Silica is included in the list of substances that may be included in coatings used in food contact surfaces, 21 CFR §175.300(b)(3)(xxvi). NTP: Silica, crystalline (respirable size) is classified as Known to be a Human Carcinogen.

U.S. - New Jersey - Right to Know Hazardous Substance List U.S. - Pennsylvania - RTK (Right to Know) List

California Proposition 65: Crystalline silica (airborne particles of respirable size) is classified as a substance known to the State of California to be a

carcinogen.

California Inhalation Reference Exposure Level (REL): California established a chronic REL of 3 μg for silica (crystalline, respirable). A chronic REL is an

airborne level of a substance at or below which no adverse health effects are anticipated in individuals indefinitely exposed to the substance at that level.

Massachusetts Toxic Use Reduction Act: Silica, crystalline (respirable size, <10 microns) is “toxic” for purposes of the Massachusetts Toxic Use Reduction Act.

Pennsylvania Worker and Community Right to Know Act: Quartz is a hazardous substance under the Act, but it is not a special hazardous substance or an environmental hazardous substance.

CLP Label (Hazard Class/Hazard Statement/Precaution Statements): STOT RE 1/ H372/ P260, P285, P501 IARC: Crystalline silica (quartz) is classified in IARC Group 1.

Australian Inventory of Chemical Substances (AICS): All of the components of this product are listed on the AICS inventory or exempt from notification

requirements.

Japan Ministry of International Trade and Industry (MITI): All of the components of this product are existing chemical substances as defined in the Chemical Substance Control Law Registry Number 1-548.

Korea Existing Chemicals Inventory (KECI) (set up under the Toxic Chemical Control Law): Listed on the ECL with registry number 9212-5667. Philippines Inventory of Chemicals and Chemical Substances (PICCS): Listed for PICCS.

National, state, provincial or local emergency planning, community right-to-know or other laws, regulations or ordinances may be applicable--consult applicable national, state, provincial or local laws.

This Car Usage Agreement (this “Agreement”), executed and effective as of the ____ day of _______________, 2015 is between Performance Technologies, LLC, an Oklahoma limited liability Buyer (“Buyer”), and Superior Silica Sands LLC, a Texas limited liability company (“Supplier”). Buyer and Supplier may be hereinafter referred to as the “Parties” or, individually, as a “Party.”

WHEREAS, Buyer and Supplier have entered into that certain Purchase Option Agreement dated on or about the date hereof (the “Option Agreement”);

WHEREAS, the Option Agreement provides that the Parties will enter into a Car Usage Agreement in the form of Exhibit “G” attached thereto;

WHEREAS, the Parties intend for this Agreement to constitute the Car Usage Agreement referenced in the Option Agreement:

NOW, THEREFORE, in consideration of the foregoing premises and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:

1.    Usage of Terms. The term “Cars” refers to any and all rail cars used in connection with the relationship between the Parties and related to the Option Agreement. The Party supplying the Car or Cars is referred to herein as the “Car Provider,” and the Party utilizing the Car or Cars is referred to as the “Car User.”

2.    Damage and Repairs. Car User agrees to maintain the Cars in good repair and condition in accordance with all Applicable Laws, as defined below, and the Interchange Rules, as defined below. Car User shall be responsible for any damages and/or repairs that result from its use of the Cars and that would otherwise be the responsibility of Car Provider including, but not limited to, damage to gates and hatches, but excluding repairs for which the owner of the Cars or the railroad is responsible.

3.    Excess Miles. To the extent Car Provider is responsible for excess mileage charges on the Cars, Car User shall be responsible, and shall promptly pay to Car Provider, these charges on a prorated basis. For example, if Car Provider is obligated to pay $0.03 per mile for each mile over 30,000 in a calendar year, which equates to 2,500 miles per month, and if Car User has the Cars for one month and the Cars travel 3,200 miles that month, Car User shall pay Car Provider for each Car (700 x $0.03) which travelled this distance. The Parties will, in good faith, share information about their contractual mileage obligations.

4.    Car Cleaning. Unless waived by Car Provider, Car User shall return the Cars to Car Provider clean and free from any residue. Car User shall be responsible for any costs which result from the Cars being returned without having been adequately cleaned.

5.    Use. Car User must receive prior written approval from Car Provider if the Cars are to be used to haul any commodity other than the Materials, as defined in the Option Agreement Exhibit “B” Material Specifications. Car User agrees to use the Cars in compliance with all applicable laws, regulations and rules (collectively, “Applicable Law”) including, without limitation, as specified in the Association of American Railroad’s Rules for Interchange or any successor thereto (the “Interchange Rules”), of any governmental or quasi-governmental body or agency having jurisdiction over Car User or the Cars. No Cars shall be used for the transport of explosives, flammable products or other hazardous or environmentally regulated commodities. Car User agrees that the Cars shall remain free of liens and charges of any kind arising through Car User, and Car User shall not assign or sublease its rights hereunder.

6.    Overloaded Cars. Any costs or fees (including, but not limited to, fees for removal of excess lading and Car storage) resulting from the Cars being overloaded while in service to Car User will be the obligation of Car User regardless of whether the invoices for such costs are directed to Car User or Car Provider.

7.    Usage Outside of Continental United States. Car User shall not use the Cars outside of the continental United States without prior written consent of Car Provider, which consent may be withheld in Car Provider’s sole discretion. In the event Cars are used outside of the continental United States (with or without the consent of Car Provider), Car User shall assume full responsibility for all costs, taxes, duties or other charges incidental to such use.

8.    Timely Return of Cars. Car Provider may request Car User to return Car(s) at Car Provider’s sole discretion, for any reason, including but not limited to, adjusting Car fleet size to conform to the obligations of the Option Agreement, retiring Cars due to lease expiration, Car User’s reallocation of Cars to other uses outside of this Agreement. Car User agrees to return the identified Car(s) to Car Provider within 60 days of Car Provider’s written request (the “Car Return Period”). Car User acknowledges that Car Provider may be exposed to certain costs if the Cars are not returned by Car User within the Car Return Period. These include, but are not limited to, costs associated with the termination of Car Provider’s railcar lease(s) and Car Provider’s monthly lease expense for Cars retained by Car User beyond the Car Return Period. To the extent Car Provider becomes obligated for such costs due to Car User’s inability or unwillingness, regardless of the reason, to return the Cars in a timely fashion, Car User shall reimburse Car Provider for such costs.

9.    DISCLAIMER; LIMITATION OF LIABILITY. CAR PROVIDER IS NOT A MANUFACTURER OR REPRESENTATIVE THEREOF, OR MERCHANT OR DEALER WITH RESPECT TO THE CARS. CAR PROVIDER MAKES NO REPRESENTATIONS OR

WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION AS TO THE CARS’ MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, IT BEING ACKNOWLEDGED THAT THE CARS ARE TO BE PROVIDED “AS-IS”. CAR PROVIDER SHALL IN NO EVENT BE LIABLE FOR ANY PUNITIVE, SPECIAL, CONSEQUENTIAL, OR INCIDENTAL DAMAGES ARISING OUT OF THIS AGREEMENT OR IN CONNECTION WITH ANY CAR.

10.    Release and Indemnities. Car User releases Car Provider and agrees to defend, indemnify and hold Car Provider and its affiliates, agents, directors, employees and owners harmless from and against any claim or liability (including without limitation relating to environmental matters and reasonable attorneys’ fees and expenses) arising out of the use of the Cars by Car User (a “Claim”), excepting, however, to the extent such Claim is determined under Applicable Law to be attributable to the gross negligence, willful misconduct or violation of this Agreement by the Car Provider.

11.    Termination. This Agreement shall terminate at the sooner of i) by ninety (90) days written notice from Car User, or ii) termination of the Option Agreement.

12.    No Consequential Damages. EXCEPT WITH RESPECT TO THIRD PARTY CLAIMS, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT, WHETHER BASED ON TORT OR BREACH OF CONTRACT OR OTHER BASIS, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13.    Entire Agreement. This Agreement constitutes the entire agreement between the Parties respecting the subject matter hereof and there are no verbal or collateral understandings, agreements, representations other than as expressly set forth herein and therein.

14.    Counterparts. This Agreement may be executed in counterparts.

15.    Further Assurances. Each Party agrees to provide any additional documents and take any such further action as may be reasonably requested by the other Party in order to carry out the purpose and intent of this Agreement.

16.    Notices. Unless otherwise set forth herein, whenever any notice, consent or approval is to be given in this Agreement, it must be in writing and delivered in accordance with the provisions of this Section 16. Any such writing will be duly given upon delivery, if delivered by hand, facsimile transmission or mail, to the following addresses:

or to such other address as may be designated in writing by any of the Parties from time to time in accordance herewith.

17.    Terms and Conditions. The Terms and Conditions attached as Exhibit “D” to the Option Agreement are incorporated herein by reference and shall be binding on the Parties, whether or not such Terms and Conditions have been executed by any of the Parties. To the extent of an inconsistency between the Terms and Conditions and this Agreement, this Agreement shall control.

18.    Subject and Subordinate. Prior to delivery of any Car by Car Provider in connection with the Option Agreement, Car Provider shall notify Car User of any restriction or restraint on the use of such Car which is not otherwise disclosed in this Agreement; provided, however, this requirement shall only apply to Cars delivered after the date hereof. The Parties hereby acknowledge and agree that this Agreement, including any and all rights that Car User or Car Provider may now have or hereafter acquire in connection herewith, is subject and subordinate in all respects to any lease and/or sublease which the Cars may be or become subject to and all rights of the lessor and/or sublessor thereunder; provided, however, that in no event shall the terms of any lease and/or sublease which any of the Cars are or become subject to shall relieve either party of its obligation to provide Cars as set forth in the Option Agreement. Notwithstanding anything set forth herein to the contrary, the terms of this Agreement are subject to the terms of the Option Agreement and to

the extent there is a conflict between this Agreement and the Option Agreement, the Option Agreement shall control.

IN WITNESS WHEREOF, the Parties hereto have executed and delivered this Agreement as of the day and year first above written.

BUYER:    PERFORMANCE TECHNOLOGIES, LLC

By:    

Name:    

Title:    

SUPPLIER:    SUPERIOR SILICA SANDS LLC

By:    

Name:    

Title: