0001628280-16-020868 Sample Contracts

AGREEMENT AND PLAN OF MERGER by and among NEW BIRMINGHAM MERGER CORP., NBI MERGER SUBSIDIARY II, INC., NEW BIRMINGHAM, INC., and EACH OF DAVID DURRETT AND ERIK DALL, as Representatives of the Sellers and Optionholders

Agreement and Plan of Merger • November 4th, 2016 • U.S. Silica Holdings, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware

• Contract Type
  Agreement and Plan of Merger
• Filed
  November 4th, 2016
• Company
  U.S. Silica Holdings, Inc.
• Industry
  Mining & quarrying of nonmetallic minerals (no fuels)
• Jurisdiction
  Delaware

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of July 15, 2016, is made by and among U.S. Silica Holdings, Inc., a Delaware corporation (the “Purchaser”), New Birmingham Merger Corp., a Nevada corporation and wholly-owned subsidiary of Purchaser (“Merger Sub 1”), NBI Merger Subsidiary II, Inc., a Delaware corporation and wholly-owned subsidiary of Purchaser (“Merger Sub 2”), New Birmingham, Inc., a Nevada corporation (the “Company”), and David Durrett and Erik Dall, in their joint capacity as the Sellers Representatives hereunder (collectively, the “Sellers Representatives”). Capitalized terms used and not otherwise defined herein have the meanings set forth in Article IX below.

MEMBERSHIP UNIT PURCHASE AGREEMENT by and among SANDBOX ENTERPRISES, LLC, THE MEMBERS OF SANDBOX ENTERPRISES, LLC and SANDY CREEK CAPITAL, LLC, as Representative of the Sellers

Membership Unit Purchase Agreement • November 4th, 2016 • U.S. Silica Holdings, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware

• Contract Type
  Membership Unit Purchase Agreement
• Filed
  November 4th, 2016
• Company
  U.S. Silica Holdings, Inc.
• Industry
  Mining & quarrying of nonmetallic minerals (no fuels)
• Jurisdiction
  Delaware

THIS MEMBERSHIP UNIT PURCHASE AGREEMENT (this "Agreement"), dated as of August 1, 2016, is made by and among U.S. Silica Company, a Delaware corporation (the "Purchaser"), U.S. Silica Holdings, Inc., a Delaware corporation ("Parent"), Sandbox Enterprises, LLC, a Texas limited liability company (the "Company"), each of the undersigned members (each a "Seller" and, collectively, the "Sellers") of the Company, and Sandy Creek Capital, LLC, a Texas limited liability company, in its capacity as the Sellers Representative hereunder (the "Sellers Representative"). Capitalized terms used and not otherwise defined herein have the meanings set forth in Article IX below.