U.S. Silica Holdings, Inc. Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • December 29th, 2011 • U.S. Silica Holdings, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware

THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of [ ] between U.S. Silica Holdings, Inc., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).

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9,000,000 Shares U.S. Silica Holdings, Inc. COMMON STOCK, $0.01 PAR VALUE PER SHARE UNDERWRITING AGREEMENT
Underwriting Agreement • November 16th, 2016 • U.S. Silica Holdings, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • New York
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AGREEMENT AND PLAN OF MERGER by and among STAR HOLDING LLC, STAR MERGER CO. and U.S. SILICA HOLDINGS, INC. Dated as of April 26, 2024
Agreement and Plan of Merger • April 26th, 2024 • U.S. Silica Holdings, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware

This AGREEMENT AND PLAN OF MERGER, dated as of April 26, 2024 (this “Agreement”), is made by and among Star Holding LLC, a Delaware limited liability company (“Parent”), Star Merger Co., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and U.S. Silica Holdings, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement shall have the meanings assigned to such terms in Section 8.1, and other capitalized terms used in this Agreement are defined in the Sections indicated in Section 8.2.

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RESTRICTED STOCK UNIT AGREEMENT PURSUANT TO THE
Restricted Stock Unit Agreement • August 29th, 2011 • U.S. Silica Holdings, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware

THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between U.S. Silica Holdings, Inc., a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the 2011 Incentive Compensation Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and

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RESTRICTED STOCK AGREEMENT PURSUANT TO THE
Restricted Stock Agreement • August 29th, 2011 • U.S. Silica Holdings, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware

THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between U.S. Silica Holdings, Inc., a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the 2011 Incentive Compensation Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and

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4,526,471 Shares U.S. Silica Holdings, Inc. COMMON STOCK, $0.01 PAR VALUE PER SHARE UNDERWRITING AGREEMENT
Underwriting Agreement • December 11th, 2013 • U.S. Silica Holdings, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • New York
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INCENTIVE STOCK OPTION AGREEMENT PURSUANT TO THE
Incentive Stock Option Agreement • August 29th, 2011 • U.S. Silica Holdings, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware

THIS INCENTIVE STOCK OPTION AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between U.S. Silica Holdings, Inc., a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the 2011 Incentive Compensation Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and

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STOCK APPRECIATION RIGHTS AGREEMENT PURSUANT TO THE
Stock Appreciation Rights Agreement • August 29th, 2011 • U.S. Silica Holdings, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware

THIS STOCK APPRECIATION RIGHTS AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between U.S. Silica Holdings, Inc., a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the 2011 Incentive Compensation Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and

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RESTRICTED STOCK UNIT AGREEMENT PURSUANT TO THE AMENDED AND RESTATED U.S. SILICA HOLDINGS, INC.
Restricted Stock Unit Agreement • July 31st, 2020 • U.S. Silica Holdings, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware

THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between U.S. Silica Holdings, Inc., a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the Amended and Restated U.S. Silica Holdings, Inc. 2011 Incentive Compensation Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and

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EMPLOYMENT AGREEMENT
Employment Agreement • March 22nd, 2012 • U.S. Silica Holdings, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Maryland

THIS AGREEMENT is made as of March 22, 2012, by and between U.S. Silica Holdings, Inc., a Delaware corporation (the “Company”), and Bryan A. Shinn (“Executive”).

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PERFORMANCE SHARE UNIT AGREEMENT (RELATIVE TSR) PURSUANT TO THE AMENDED AND RESTATED U.S. SILICA HOLDINGS, INC.
Performance Share Unit Agreement • April 28th, 2023 • U.S. Silica Holdings, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware

THIS PERFORMANCE SHARE UNIT AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between U.S. Silica Holdings, Inc., a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the Amended and Restated U.S. Silica Holdings, Inc. 2011 Incentive Compensation Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and

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AMENDMENT NO. 1 TO CREDIT AGREEMENT
Credit Agreement • March 26th, 2024 • U.S. Silica Holdings, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • New York

This Fourth Amended and Restated Credit Agreement is dated as of March 23, 2023 (as further amended, restated, amended and restated, supplemented, extended or otherwise modified from time to time, this “Agreement”) and entered into by and among:

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DIRECTOR DESIGNATION AGREEMENT
Director Designation Agreement • February 6th, 2012 • U.S. Silica Holdings, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware

THIS DIRECTOR DESIGNATION AGREEMENT (this “Agreement”) is made and entered into as of January 31, 2012, by and among GGC USS Holdings, LLC, a Delaware limited liability company (the “Stockholder”) and U.S. Silica Holdings, Inc., a Delaware corporation (the “Company”). Unless otherwise indicated herein, capitalized terms used herein are defined in Section 4 hereof.

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RESTRICTED STOCK AGREEMENT PURSUANT TO THE AMENDED AND RESTATED U.S. SILICA HOLDINGS, INC. 2011 INCENTIVE COMPENSATION PLAN
Restricted Stock Agreement • April 24th, 2018 • U.S. Silica Holdings, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware

THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between U.S. Silica Holdings, Inc., a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the Amended and Restated U.S. Silica Holdings, Inc. 2011 Incentive Compensation Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and

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AMENDMENT NO. 1 AND CONSENT TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • July 18th, 2011 • U.S. Silica Holdings, Inc. • New York

AMENDMENT NO. 1 AND CONSENT TO LOAN AND SECURITY AGREEMENT, dated as of November 25, 2008 (this “Amendment No. 1”), is by and among Wachovia Bank, National Association, a national banking association, in its capacity as agent for the Lenders (as hereinafter defined) pursuant to the Loan Agreement defined below (in such capacity, “Agent”), the parties to the Loan Agreement as lenders (individually, each a “Lender” and collectively, “Lenders”), U.S. Silica Comp any, a Delaware corporation (the “Company”), Hourglass Holdings , LLC, a Delaware limited liability company (“Hourglass”), the subsidiaries of the Company from time to time party to the Loan Agreement as borrowers (each individually, together with the Company , a “Borrower” and collectively, “Borrowers”) and certain subsidiaries of USS Holdings, Inc., a Delaware corporation (“Parent”) from time to time party to the Loan Agreement as Guarantors (individually, each a “Guarantor” and collectively, “Guarantors”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 6th, 2012 • U.S. Silica Holdings, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of January 31, 2012 by and between U.S. Silica Holdings, Inc. (formerly known as GGC USS Holdings, Inc.), a Delaware corporation (the “Company”), and GGC USS Holdings, LLC, a Delaware limited liability company (the “Parent”).

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AMENDMENT NO. 1 TO CREDIT AGREEMENT
Credit Agreement • March 20th, 2012 • U.S. Silica Holdings, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • New York

NOW, THEREFORE, in consideration of the premises and the covenants and agreements contained herein, the parties hereto hereby agree as follows:

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PERFORMANCE SHARE UNIT AGREEMENT (RELATIVE TSR) PURSUANT TO THE AMENDED AND RESTATED U.S. SILICA HOLDINGS, INC.
Performance Share Unit Agreement • April 30th, 2021 • U.S. Silica Holdings, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware

THIS PERFORMANCE SHARE UNIT AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between U.S. Silica Holdings, Inc., a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the Amended and Restated U.S. Silica Holdings, Inc. 2011 Incentive Compensation Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and

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Separation and Transition Agreement
Separation and Transition Agreement • October 1st, 2012 • U.S. Silica Holdings, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Maryland

This Separation and Transition Agreement (this “Transition Agreement”) is made as of October 1, 2012 by and among U.S. Silica Company, a Delaware corporation (the “Company”), U.S. Silica Holdings, Inc., a Delaware corporation (“Holdings”), and Brian Slobodow (“Executive,” and together with the Company and Holdings, the “Parties”).

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RESTRICTED STOCK UNIT AGREEMENT PURSUANT TO THE AMENDED AND RESTATED U.S. SILICA HOLDINGS, INC.
Restricted Stock Unit Agreement • April 28th, 2023 • U.S. Silica Holdings, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware

THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between U.S. Silica Holdings, Inc., a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the Amended and Restated U.S. Silica Holdings, Inc. 2011 Incentive Compensation Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and

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SUBORDINATION AGREEMENT
Subordination Agreement • July 18th, 2011 • U.S. Silica Holdings, Inc. • New York

WHEREAS, Junior Creditor and Borrower are parties to the Junior Note Purchase Agreement (as defined below), pursuant to which the Junior Creditor Note shall be issued to Junior Creditor; and

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OMNIBUS AMENDMENT TO AWARD AGREEMENTS
U.S. Silica Holdings, Inc. • February 23rd, 2016 • Mining & quarrying of nonmetallic minerals (no fuels)

Reference is hereby made to the following equity award agreements previously entered into by and between you and U.S. Silica Holdings, Inc. (the “Company”) under the Company’s 2011 Incentive Compensation Plan, as amended from time to time (collectively, the “Award Agreements”):

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CONSULTING AGREEMENT
Consulting Agreement • July 18th, 2011 • U.S. Silica Holdings, Inc.

THIS CONSULTING AGREEMENT (“Agreement”), is made and entered into as of this 1st day of April, 2011, by and between U.S. SILICA COMPANY, a Delaware corporation (the “Company” or “USS”), and JOHN A. ULIZIO (“Consultant”).

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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

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.

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CONSULTING AGREEMENT
Consulting Agreement • October 1st, 2012 • U.S. Silica Holdings, Inc. • Mining & quarrying of nonmetallic minerals (no fuels)

This CONSULTING AGREEMENT (“Agreement”), is made and entered into as of this 1st day of October, 2012, by and between U.S. SILICA COMPANY, a Delaware corporation (the “Company” or “USS”), and WILLIAM A. WHITE (“Consultant”).

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PERFORMANCE SHARE UNIT AGREEMENT PURSUANT TO THE
Performance Share Unit Agreement • April 27th, 2016 • U.S. Silica Holdings, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware

THIS PERFORMANCE SHARE UNIT AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between U.S. Silica Holdings, Inc., a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the Amended and Restated 2011 Incentive Compensation Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and

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ABL LOAN AND SECURITY AGREEMENT by and among U.S. SILICA COMPANY, as the Company, CERTAIN SUBSIDIARIES OF THE COMPANY FROM TIME TO TIME PARTIES HERETO, as Subsidiary Borrowers, and together with the Company, collectively, the Borrowers, HOURGLASS...
Loan and Security Agreement • July 18th, 2011 • U.S. Silica Holdings, Inc. • New York

This ABL Loan and Security Agreement dated as of August 9, 2007 is entered into by and among U.S. SILICA COMPANY, a Delaware corporation (the “Company”), HOURGLASS HOLDINGS, LLC, a Delaware limited liability company (the “Parent”), those certain Subsidiaries of the Company from time to time party hereto pursuant to Section 9.20 (the “Subsidiary Borrowers”; and together with the Company, each individually a “Borrower” and collectively, “Borrowers” as hereinafter further defined), those certain Subsidiaries of the Parent from time to time party hereto as guarantors (together with the Parent, each individually a “Guarantor” and collectively, “Guarantors” as hereinafter further defined), the parties hereto from time to time as lenders, whether by execution of this Agreement or an Assignment and Acceptance (each individually, a “Lender” and collectively, “Lenders” as hereinafter further defined) and WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association, in its capacity as admi

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AMENDMENT NO. 2 TO LOAN AND SECURITY AGREEMENT AND CONSENT
Loan and Security Agreement and Consent • July 18th, 2011 • U.S. Silica Holdings, Inc. • New York

AMENDMENT NO. 2 TO LOAN AND SECURITY AGREEMENT AND CONSENT, dated as of May 7, 2010 (this “Amendment No. 2”), by and among Wells Fargo Bank, National Association, successor by merger to Wachovia Bank, National Association, a national banking association, in its capacity as agent for the Lenders (as hereinafter defined) pursuant to the Loan Agreement as defined below (in such capacity, “Agent”), the parties to the Loan Agreement as lenders (individually, each a “Lender” and collectively, “Lenders”), U.S. Silica Company, a Delaware corporation (the “Company”), the subsidiaries of the Company from time to time party to the Loan Agreement as borrowers (each individually, together with the Company, a “Borrower” and collectively, “Borrowers”), USS Holdings, Inc., a Delaware corporation (“Parent”) and certain subsidiaries of Parent from time to time party to the Loan Agreement as Guarantors (individually, each a “Guarantor” and collectively, “Guarantors”).

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OMNIBUS AMENDMENT TO AWARD AGREEMENTS
U.S. Silica Holdings, Inc. • July 30th, 2014 • Mining & quarrying of nonmetallic minerals (no fuels)

Reference is hereby made to the following equity award agreements previously entered into by and between you and U.S. Silica Holdings, Inc. (the “Company”) under the Company’s 2011 Incentive Compensation Plan (collectively, the “Award Agreements”):

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • September 29th, 2016 • U.S. Silica Holdings, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware

This REGISTRATION RIGHTS AGREEMENT (as may be amended from time to time, this “Agreement”) is entered into as of August 16, 2016, by and among U.S. Silica Holdings, Inc., a Delaware corporation (the “Company”), and each person identified on the signature pages hereto (each a “Seller” and, collectively, the “Sellers”).

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AMENDMENT NO. 3 TO LOAN AND SECURITY AGREEMENT AND CONSENT
Loan and Security Agreement and Consent • July 18th, 2011 • U.S. Silica Holdings, Inc. • New York

AMENDMENT NO. 3 TO LOAN AND SECURITY AGREEMENT AND CONSENT, dated as of June 8, 2011 (this “Amendment No. 3”), by and among Wells Fargo Bank, National Association, successor by merger to Wachovia Bank, National Association, a national banking association, in its capacity as agent for the Lenders (as hereinafter defined) pursuant to the Loan Agreement as defined below (in such capacity, “Agent”), the parties to the Loan Agreement as lenders (individually, each a “Lender” and collectively, “Lenders”), U.S. Silica Company, a Delaware corporation (the “Company”), the subsidiaries of the Company from time to time party to the Loan Agreement as borrowers (each individually, together with the Company, a “Borrower” and collectively, “Borrowers”), USS Holdings, Inc., a Delaware corporation (“Parent”) and certain subsidiaries of Parent from time to time party to the Loan Agreement as Guarantors (individually, each a “Guarantor” and collectively, “Guarantors”).

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PERFORMANCE SHARE UNIT AGREEMENT (ADJUSTED CASH FLOW) PURSUANT TO THE AMENDED AND RESTATED U.S. SILICA HOLDINGS, INC.
Performance Share Unit Agreement • May 1st, 2019 • U.S. Silica Holdings, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware

THIS PERFORMANCE SHARE UNIT AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between U.S. Silica Holdings, Inc., a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the Amended and Restated U.S. Silica Holdings, Inc. 2011 Incentive Compensation Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and

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AMENDMENT NO. 1 TO RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • July 30th, 2014 • U.S. Silica Holdings, Inc. • Mining & quarrying of nonmetallic minerals (no fuels)

THIS AMENDMENT NO. 1 TO RESTRICTED STOCK AGREEMENT (this “Amendment”) is made and entered into as of July 25, 2014, by and between U.S. Silica Holdings, Inc. (the “Company”) and Bryan A. Shinn (the “Participant”).

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EMPLOYEE IS AFFIRMATIVELY ADVISED, INSTRUCTED, CAUTIONED AND RECOMMENDED TO CONSULT WITH AN ATTORNEY PRIOR TO THE EXECUTION OF THIS AGREEMENT. PLEASE READ CAREFULLY. THIS AGREEMENT CONTAINS A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS. DATE AGREEMENT...
General Release Agreement • August 11th, 2023 • U.S. Silica Holdings, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Texas

This Separation, Consulting and General Release Agreement (the “Agreement”) is entered into by and between Michael L. Winkler (“Employee”), U.S. Silica Company (the “Company”) and U.S. Silica Holdings, Inc. (“Parent,” and together with the Company and the Employee, the “Parties”).

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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

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.

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