Amendment No. 1 to Master Product Purchase Agreement, dated effective as of October 12, 2018, between Hess Corporation and Smart Sand, Inc

SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT OF THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY SUBMITTED TO THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH THREE ASTERISKS (***).

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1.1    Appendix B of the Agreement shall be deleted in its entirety and replaced with the Appendix attached to this Amendment.

2.1    Except as hereby expressly amended, the Agreement shall remain as previously written and in full force and effect.

2.2    Buyer agrees that it will consider Smart Sand for its wellsite storage solutions to service one or more well location(s)

2.3    Any term not otherwise defined herein shall have the meaning given to such term in the Agreement.

2.4    The terms and conditions of this Amendment shall inure to the benefit of and be binding upon the respective successors and assigns of the Parties. Nothing in this Amendment, express or implied, is intended to confer upon any party other than the Parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Amendment, except as expressly provided in this Amendment.

2.5    The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision.

2.6    This Amendment, the Agreement and the agreements and documents referred to herein, together with all the Appendices/Exhibits hereto and thereto, constitute the entire agreement and understanding of the Parties with respect to the subject matter of this Amendment, and supersede any and all prior understandings and agreements, whether oral or written, between or among the Parties hereto with respect to the specific subject matter hereof.

2.7    This Amendment may be executed in any number of counterparts with the same effect as if the signatures were upon a single engrossment of this Amendment, but shall not be effective until each Party has executed at least one counterpart. Each counterpart shall constitute an original of this Amendment, but all the counterparts shall together constitute one and the same instrument. The Parties agree that, a facsimile or other electronic version of this Amendment, when duly executed and transmitted, shall be considered for all purposes to be an original document, deemed for all purposes to be signed and constitute a legally binding agreement.