5,950,000 Shares Smart Sand, Inc. Common Stock Underwriting AgreementUnderwriting Agreement • February 3rd, 2017 • Smart Sand, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • New York
Smart Sand, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters (the “Underwriters”) named in Schedule I to this agreement (this “Agreement”), for whom Credit Suisse Securities (USA) LLC and Goldman, Sachs & Co. are acting as representatives (the “Representatives”), an aggregate of 1,500,000 shares of the Company’s common stock, $0.001 par value (the “Common Stock”), and the selling stockholders listed on Schedule VI hereto (the “Selling Stockholders”) propose, severally and not jointly, to sell to the several Underwriters an aggregate of 4,450,000 outstanding shares of Common Stock (such 5,950,000 shares of Common Stock being hereinafter referred to as the “Firm Shares”). In addition, the Selling Stockholders, severally and not jointly, propose to grant the Underwriters an option to purchase up to 892,500 additional shares of the Company’s Common Stock on the terms set forth in Section 3 hereo
SMART SAND, INC. INDENTURE Dated as of ___________, 20___ TrusteeSmart Sand, Inc. • January 17th, 2024 • Mining & quarrying of nonmetallic minerals (no fuels) • New York
Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Securities issued under this Indenture.
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • October 18th, 2016 • Smart Sand, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
This Indemnification Agreement (“Agreement”) is made as of October [●], 2016 by and between Smart Sand, Inc., a Delaware corporation (the “Company”), and [●] (“Indemnitee”).
CREDIT AGREEMENT dated as of December 8, 2016, among SMART SAND, INC., as the Borrower, THE LENDERS PARTY HERETO and JEFFERIES FINANCE LLC, as Administrative Agent and Collateral Agent JEFFERIES FINANCE LLC, as Sole Lead Arranger and Sole BookrunnerCredit Agreement • December 14th, 2016 • Smart Sand, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • New York
CREDIT AGREEMENT, dated as of December 8, 2016 (this “Agreement”), by and among SMART SAND, INC., a Delaware corporation (the “Borrower”), the Lenders (such term and each other capitalized term used but not defined in this introductory statement having the meaning given it in Article I), and JEFFERIES FINANCE LLC, as Issuing Bank, Swingline Lender, and as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) and collateral agent (in such capacity, including any successor thereto, the “Collateral Agent”) for the Lenders.
EMPLOYMENT AGREEMENT BETWEEN SMART SAND, INC. AND CHARLES YOUNGEmployment Agreement • October 6th, 2016 • Smart Sand, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Pennsylvania
This Employment Agreement (this “Agreement”) is entered into this 13th day of September, 2011, to be effective as of September 13, 2011, (the “Effective Date”) by and between SMART SAND, INC., a Delaware corporation (hereafter the “Company” or “Employer”), and CHARLES YOUNG, with a mailing address of 7 Old Cabin Road, Newtown, Pennsylvania 18940 (hereafter “Executive”). This Agreement shall supersede all prior agreements between Executive and the Company or its subsidiaries or predecessor entities (including, but not limited to Smart Sand, LLC) regarding the matters addressed herein including, but not limited to, that specific Employment Agreement between Executive and Smart Sand LLC dated July 13, 2011 (collectively the “Prior Agreements”).
MASTER PRODUCT PURCHASE AGREEMENTMaster Product Purchase Agreement • October 25th, 2016 • Smart Sand, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Texas
This Agreement is made and entered into as of this 15th day of November, 2013 (“Effective Date”) by and between Smart Sand, Inc. a Delaware Corporation, with a place of business at 1010 Stony Hill Rd., Suite 175, Yardley, Pennsylvania 19067 (“Smart Sand”) and EOG Resources, Inc., a Delaware corporation, with a place of business at 421 W. 3rd Street, Suite 150, Fort Worth, Texas 76102 (“EOG”).
AMENDED AND RESTATED MASTER PRODUCT PURCHASE AGREEMENTMaster Product Purchase Agreement • October 18th, 2016 • Smart Sand, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
This Amended and Restated Master Product Purchase Agreement (this “Agreement”) is made and entered into this 15th day of January 2016 (the “Execution Date”), and effective as of November 1, 2015 (the “Effective Date”), by and between Smart Sand, Inc. a Delaware Corporation, with a place of business at 1010 Stony Hill Rd., Suite 175, Yardley, Pennsylvania 19067 (“Smart Sand”) and Weatherford U.S., L.P., a Louisiana limited partnership with a place of business at 2000 St. James Place, Houston, Texas 77056 (“Buyer”).
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • October 6th, 2016 • Smart Sand, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Pennsylvania
This Amendment No. 1 to Employment Agreement (the “Amendment”) is made and entered into this 8th day of August, 2014, by and between SMART SAND, INC., a Delaware corporation (the “Company”), and CHARLES E. YOUNG (the “Executive”), for the purpose of amending that certain Employment Agreement (the “Agreement”), dated September 13, 2011, by and between the Company and Executive. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement.
SETTLEMENT AGREEMENT AND RELEASE by and among SMART SAND, INC. and dated June 28, 2021Settlement Agreement and Release • June 29th, 2021 • Smart Sand, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
This SETTLEMENT AGREEMENT AND RELEASE dated June 28, 2021 (this “Agreement”) is by and among Smart Sand, Inc. a Delaware corporation (“SSI”), U.S. Well Services, LLC, a Delaware limited liability company (“USWS”), and U.S. Well Services, Inc., a Delaware corporation (“USWI”). SSI, USWS and USWI are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 15th, 2016 • Smart Sand, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of November 9, 2016, by and among Smart Sand, Inc., a Delaware corporation (the “Company”), and the Persons listed on Schedule A hereto (the “Stockholders”).
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • October 6th, 2016 • Smart Sand, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Pennsylvania
This Amendment No. 1 to Employment Agreement (the “Amendment”) is made and entered into this 8th day of August, 2014, by and between SMART SAND, INC., a Delaware corporation (the “Company”), and ROBERT KISZKA (the “Executive”), for the purpose of amending that certain Employment Agreement (the “Agreement”), dated September 13, 2011, by and between the Company and Executive. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement.
RESTRICTED STOCK AWARD AGREEMENT (TIME VESTED)Restricted Stock Award Agreement • April 5th, 2017 • Smart Sand, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
THIS AGREEMENT is entered into and effective as of , 20 (the “Date of Grant”), by and between Smart Sand, Inc. (the “Company”) and (the “Grantee”).
AMENDED AND RESTATED MASTER PRODUCT PURCHASE AGREEMENTMaster Product Purchase Agreement • October 18th, 2016 • Smart Sand, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
This Amended and Restated Product Purchase Agreement (this “Agreement”) is made and entered into as of this 6th day of November, 2015 (the “Execution Date”) by and between Smart Sand, Inc. a Delaware Corporation, with a place of business at 1010 Stony Hill Rd., Ste 175, Yardley, PA 19067 (“Smart Sand”) and US Well Services LLC a Delaware limited liability company with a place of business at 770 South Post Oak Lane, Ste 405, Houston, TX 77056 (“Buyer”).
OPEN MARKET SALE AGREEMENTSMOpen Market Sale • November 9th, 2021 • Smart Sand, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • New York
STOCKHOLDERS AGREEMENT SMART SAND, INC. November 9, 2016Stockholders Agreement • November 15th, 2016 • Smart Sand, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
THIS STOCKHOLDERS AGREEMENT (this “Agreement”) is made and entered into as of November 9, 2016, by and among Smart Sand, Inc., a Delaware corporation (the “Company”), and each of Clearlake Capital Partners II (Master), L.P., a Delaware limited partnership (“Clearlake”), and Keystone Cranberry, LLC, a Pennsylvania limited liability company (“Keystone” and Clearlake, each a “Principal Stockholder”). This Agreement shall become effective (the “Effective Date”) upon the closing of the Company’s initial public offering of shares of its common stock, par value $0.001 per share (the “Common Stock”).
AMENDED AND RESTATED RAILCAR USAGE AGREEMENTRailcar Usage Agreement • October 18th, 2016 • Smart Sand, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
THIS AMENDED AND RESTATED RAILCAR USAGE AGREEMENT (“Agreement”) is made as of this 16th day of December 2015, by and between Smart Sand, Inc., having an address of 1010 Stony Hill Rd, Ste 175, Yardley, PA 19067 (“Smart Sand”); and Archer Pressure Pumping, LLC, having an address of 10613 W. Sam Houston Pkwy N., Suite 600, Houston Texas 77064 (“Borrower”).
RESTRICTED STOCK AWARD AGREEMENT (PERFORMANCE ADJUSTED AND TIME VESTING)Restricted Stock Award Agreement • April 5th, 2017 • Smart Sand, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
THIS AGREEMENT is entered into and effective as of , 20 (the “Date of Grant”), by and between Smart Sand, Inc. (the “Company”) and (the “Grantee”).
ASSET PURCHASE AGREEMENT by and amongAsset Purchase Agreement • May 18th, 2018 • Smart Sand, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
This Asset Purchase Agreement (this “Agreement”), dated as of May 8, 2018, is entered into by and among Quickthree Solutions Inc., a corporation existing under the laws of the Province of Saskatchewan (“Seller”), Quickthree Technology, LLC, a limited liability company existing under the laws of the State of Delaware (“Buyer”), certain shareholders of Seller who are listed on Schedule I attached hereto (the “Restricted Shareholders”), certain shareholders of Seller who are listed on Schedule II attached hereto (the “Majority Shareholders”) and, solely with respect to Section 10.14, Smart Sand Inc., a corporation existing under the laws of the State of Delaware (“Parent”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 18th, 2018 • Smart Sand, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [________________], 2018, is by and between Smart Sand Inc., a Delaware corporation (the “Company”) and Quickthree Solutions, Inc., a corporation existing under the laws of the Province of Saskatchewan (“Seller”).
SECOND AMENDMENT TO CREDIT AGREEMENT AND FIRST AMENDMENT TO GUARANTEE AND COLLATERAL AGREEMENTCredit Agreement • July 18th, 2018 • Smart Sand, Inc. • Mining & quarrying of nonmetallic minerals (no fuels)
This SECOND AMENDMENT TO CREDIT AGREEMENT AND FIRST AMENDMENT TO GUARANTEE AND COLLATERAL AGREEMENT, dated as of July 13, 2018 (this “Amendment”), by and among, SMART SAND, INC., a Delaware corporation (the “Borrower”), the Subsidiary Guarantors party hereto (together with the Borrower, the “Loan Parties”), JEFFERIES FINANCE LLC, as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) and collateral agent (in such capacity, including any successor thereto, the “Collateral Agent”) for the Secured Parties, and the Lenders (as defined below) party hereto.
AMENDED AND RESTATED MASTER PRODUCT PURCHASE AGREEMENTMaster Product Purchase • October 18th, 2016 • Smart Sand, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
This Amended and Restated Master Product Purchase Agreement (this “Agreement”) is made and entered into as of this 16th day of December, 2015 (the “Execution Date”) by and between Smart Sand, Inc. a Delaware Corporation, with a place of business at 1010 Stony Hill Rd, Ste 175, Yardley, PA 19067 (“Smart Sand”) and Archer Pressure Pumping, LLC, a Delaware limited liability company, with a place of business at 10613 W. Sam Houston Pkwy N., Suite 600, Houston Texas 77064 (“Buyer”).
FIRST AMENDMENT TO ABL CREDIT AGREEMENTCredit Agreement • November 9th, 2020 • Smart Sand, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • New York
This FIRST AMENDMENT TO ABL CREDIT AGREEMENT, dated as of July 8, 2020 (this “Amendment”), is entered into by and among SMART SAND, INC., a Delaware corporation (“Parent”), each Subsidiary (as defined in the Credit Agreement referred to below) of Parent party to the Credit Agreement as a “Borrower” (each, a “Borrower” and collectively, the “Borrowers”), each Subsidiary Guarantor party to the Credit Agreement (each a “Guarantor” and collectively, the “Guarantors”), the Lenders, and JEFFERIES FINANCE LLC, as agent (in such capacity, including any successor thereto, the “Agent”) for the Lenders, and is made with reference to the Credit Agreement referred to below.
SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE SUCH TERMS ARE NOT MATERIAL AND WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. SUCH TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH THREE ASTERISKS (***) MASTER PRODUCT PURCHASE...Master Product Purchase Agreement • August 4th, 2021 • Smart Sand, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Pennsylvania
This Master Product Purchase Agreement (this “Agreement”) is made and entered into this 2nd day of August, 2021 (the “Execution Date”), and effective as of 12:01 a.m. on August 1, 2021 (the “Effective Date”), by and between Smart Sand, Inc. a Delaware corporation, with a place of business at 1010 Stony Hill Rd., Suite 175, Yardley, Pennsylvania 19067 (“Smart Sand”) and EQT Production Company, a Pennsylvania corporation, with a place of business at 625 Liberty Ave, Suite 1700, Pittsburgh, PA 15222 (“Buyer”).
FIRST AMENDMENT TO MASTER PRODUCT PURCHASE AGREEMENTMaster Product Purchase Agreement • September 19th, 2016 • Smart Sand, Inc. • Mining & quarrying of nonmetallic minerals (no fuels)
This First Amendment to Master Product Purchase Agreement (“Amendment”) is made and entered into as of this the 15th day of November, 2014 (“Effective Date”) by and between Smart Sand, Inc. a Delaware Corporation, with a place of business at 1010 Stony Hill Rd., Suite 175, Yardley, Pennsylvania 19067 (“Smart Sand”) and EOG Resources, Inc., a Delaware corporation, with a place of business at 421 W. 3rd Street, Suite 150, Fort Worth, Texas 76102 (“EOG”).
AMENDED AND RESTATED RAILCAR USAGE AGREEMENTRailcar Usage Agreement • October 18th, 2016 • Smart Sand, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
THIS AMENDED AND RESTATED RAILCAR USAGE AGREEMENT (“Agreement”) is made on January 15, 2016 (the “Execution Date”) and effective as of November 1, 2015 (the “Effective Date”), by and between Smart Sand, Inc., having an address of 1010 Stony Hill Rd, Ste 175, Yardley, PA 19067 (“Smart Sand”); and Weatherford U.S., L.P., a Louisiana limited partnership (“Borrower”).
RAILCAR USAGE AGREEMENTRailcar Usage Agreement • September 19th, 2016 • Smart Sand, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
THIS RAILCAR USAGE AGREEMENT (“Agreement”) is made as of this 15th day of September, 2014, by and between Smart Sand, Inc., having an address of 1010 Stony Hill Rd, Ste 175, Yardley, PA 19067 (“Smart Sand”); and US Well Services LLC., having an address of 770 South Post Oak Lane, Ste 405, Houston, TX 77056 (“Borrower”).
GUARANTEE AND COLLATERAL AGREEMENT dated as of December 13, 2019 among SMART SAND, INC., as Administrative Loan Party and a Grantor and THE OTHER GRANTORS IDENTIFIED HEREIN and JEFFERIES FINANCE LLC, as AgentGuarantee and Collateral Agreement • February 26th, 2020 • Smart Sand, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • New York
AMENDED AND RESTATED MASTER PRODUCT PURCHASE AGREEMENTMaster Product Purchase Agreement • September 19th, 2016 • Smart Sand, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
This Amended and Restated Master Product Purchase Agreement (this “Agreement”) is made and entered into as of this 16th day of December, 2015 (the “Execution Date”) by and between Smart Sand, Inc. a Delaware Corporation, with a place of business at 1010 Stony Hill Rd, Ste 175, Yardley, PA 19067 (“Smart Sand”) and Archer Pressure Pumping, LLC, a Delaware limited liability company, with a place of business at 10613 W. Sam Houston Pkwy N., Suite 600, Houston Texas 77064 (“Buyer”).
AMENDMENT NO. 1 TO MASTER PRODUCT PURCHASE AGREEMENT CW NO. 2257242Master Product Purchase Agreement • March 14th, 2019 • Smart Sand, Inc. • Mining & quarrying of nonmetallic minerals (no fuels)
This Amendment No. 1 to Master Product Purchase Agreement (this “Amendment”), effective October 12, 2018 (“Effective Date”), is made by and between Hess Corporation (“Buyer”) and Smart Sand, Inc. (“Smart Sand”). Buyer and Smart Sand may be referred to herein individually as a “Party” and collectively as the “Parties”.
SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE SUCH TERMS ARE NOT MATERIAL AND WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. SUCH TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH THREE ASTERISKS (***) March 26, 2020 Liberty...Smart Sand, Inc. • May 6th, 2020 • Mining & quarrying of nonmetallic minerals (no fuels)
This letter agreement is in regards to: (i) that certain Master Product Purchase Agreement, by and between Smart Sand, Inc. (“Smart Sand”) and Liberty Oilfield Services, LLC (“Liberty”), dated March 8, 2017, as amended by that certain First Amendment to Master Product Purchase Agreement, dated effective as of May 1, 2017, and those certain letter agreements entered into by the parties from time to time (as amended, the “PPA”); (ii) that certain Railcar Usage Agreement, dated March 8, 2017, as amended by that certain First Amendment to Railcar Usage Agreement, dated effective as of May 1, 2017, and those certain letter agreements entered into by the parties from time to time (as amended, the “RUA”); and (iii) that certain Transportation and Transloading Services Agreement, dated August 7, 2018, by and between Smart Sand, SSI Bakken I, LLC, and Liberty, and those certain letter agreements entered into by the parties from time to time (as amended, the “Transloading Agreement”). All capita
MEMBERSHIP INTEREST PURCHASE AGREEMENT by and among HI-CRUSH INC., HI-CRUSH BLAIR LLC, and Smart Sand, Inc. Dated as of March 4, 2022Membership Interest Purchase Agreement • March 8th, 2022 • Smart Sand, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
EQUITY PURCHASE AND SALE AGREEMENT by and between EAGLE MATERIALS INC. and SMART SAND, INC. September 18, 2020Equity Purchase and Sale Agreement • September 18th, 2020 • Smart Sand, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
provided that if there is any conflict between the Working Capital Principles and the past practices of the Company Group, the Working Capital Principles shall prevail.
ABL CREDIT AGREEMENT dated as of December 13, 2019, among SMART SAND, INC., as Parent, a Borrower and Administrative Loan Party THE OTHER BORROWERS PARTY HERETO as Borrowers, THE GUARANTORS PARTY HERETO, as Guarantors, THE LENDERS PARTY HERETO as...Abl Credit Agreement • February 26th, 2020 • Smart Sand, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • New York
RAILCAR USAGE AGREEMENTRailcar Usage Agreement • May 11th, 2017 • Smart Sand, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
THIS RAILCAR USAGE AGREEMENT (“Agreement”) is dated March 8, 2017 by and between Smart Sand, Inc., having an address of 1010 Stony Hill Rd, Ste 175, Yardley, PA 19067 (“Smart Sand”); and Liberty Oilfield Services, LLC, a Delaware limited liability company with a place of business at 950 17th Street, Suite 2000, Denver, CO 80202 (“Borrower”).
RESTRICTED STOCK AWARD AGREEMENT UNDER THE SMART SAND, INC.Restricted Stock Award Agreement • October 6th, 2016 • Smart Sand, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”) is made on the day of , 20 by and between Smart Sand, Inc., a Delaware corporation (the “Corporation”), and EMPLOYEE (the “Grantee”).
