EX-10.10



 Exhibit 10.10 

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 (***). 
 EXECUTION COPY

 AMENDED AND RESTATED MASTER PRODUCT PURCHASE 

AGREEMENT 
 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”). 
 RECITALS 

A.    Whereas, Smart Sand mines, processes and sells certain industrial sand products; and 

B.    Whereas, Smart Sand and Buyer are parties to that certain Master Product Purchase Agreement, dated as of August 19,
2014 (the “Original Agreement”); and 
 d.    Whereas, Smart Sand and Buyer desire to amend and restate
in its entirety the Original Agreement, as set forth in this Agreement, to provide for the terms under which Smart Sand will sell such products to Buyer, based on firm monthly and yearly commitments as more particularly described herein. 

AGREEMENT 
 Now
therefore, in consideration of the mutual covenants herein, the parties hereto agree as follows: 
  

	 	1.	Products, Forecasts and Quantity Commitments  

 1.1    Subject
to the terms and conditions of this Agreement, during the Term (as defined in Section 7.1), Smart Sand agrees to sell and deliver to Buyer, and Buyer agrees to purchase and accept from Smart Sand, frac sand products based on the specifications (the
“Specifications”) set forth in Appendix A attached hereto and incorporated by reference (each a “Product” and collectively, the “Products”), and based on the product mix and monthly minimum
volumes specified in Appendix B, subject to the minimum yearly tonnage amounts as follows: 
  

					
	 Contract

Year
	 	 Minimum

Tons per Year
	 	 Minimum Tons

per Quarter

	 1
	 	***	 	***
	 2
	 	***	 	***

 Nothing in this Agreement shall be construed as limiting either party’s right to enter into a Product
purchase agreement with a third party at any time. 
 1.2    For purposes of this Agreement: (i) the “Interim
Period” shall mean the period beginning on the Execution Date and ending at 11:59 p.m. on March 31, 2017; and (ii) a “Contract Year” shall mean (i) the period beginning April 1 of a given year and ending at 11:59 p.m.
on March 31st of the immediately following year. For the avoidance of doubt, Contract Year 1 shall be April 1, 2017 through March 31, 2018, and Contract Year 2 shall be of April 1, 2018
through March 31, 2019. 








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 Buyer shall provide Smart Sand with an initial *** non-binding forecast for all Product requirements prior to
the first month of delivery in Contract Year 1 hereunder for each quarter. On a monthly basis, after issuance of the initial *** forecast as specified above, and on or before the first day of each ensuing calendar month, Buyer shall update its
forecast to maintain a *** rolling forecast (each such forecast, a “Forecast”). All quantities stated for the first *** period of any Forecast shall be firm commitments of Buyer to purchase the stated quantity of each Product
(each, a “Commitment”). Any estimate for periods between *** provided by Buyer shall be a non-binding good faith forecast of delivery requirements. If Buyer does not provide an updated Forecast in any given month, the Forecast
for such month, including the *** Commitment, shall be the greater of the previous month’s volume or the Minimum Tons per Month.      

1.3    During the Interim Period, subject to availability as determined by Smart Sand in its sole discretion, Buyer may
purchase Products from Smart Sand at a Base Price of *** per ton (plus applicable surcharges). The aggregate of the Minimum Tons per Year in Contract Years 1 and 2 shall be reduced in the aggregate by an amount equal to *** of the total tons of
Products purchased (and paid for in full per the terms of this Agreement) by Buyer during the Interim Period. Such reduction shall be split *** Conract Year 1 and Contract Year 2, and shall be proportionally applied to each quarter therein. By way
of example, if Buyer purchases an aggregate of *** tons of Products during the Interim Period, the Minimum Tons per Year in each of Contract Year 1 and 2 shall be reduced by *** tons, and the Minimum Tons per Quarter in each Contract Year shall be
reduced by *** tons. 
 1.4    Commencing in Contract Year 1, Smart Sand shall guarantee Products equal to the minimum
monthly volumes set forth on Appendix B attached hereto. In no event will Smart Sand be required to provide to Buyer in any given month during the Term an aggregate quantity of Products exceeding *** percent of the Minimum Tons per Year for
the applicable Contract Year. 
 1.5    In the event that Buyer purchases less than the Minimum Tons per Quarter stated
in Section 1.1 above during any quarter in any Contract Year during the Term, Buyer shall pay to Smart Sand on or before the date that is *** following the end of such quarter an amount (the “Quarterly Shortfall Payment”) equal to
(i) a price calculated by *** (the “Quarterly Shortfall Price”), multiplied by (ii) the difference between (a) the applicable Minimum Tons per Quarter stated above and (b) the total of the actual tons of Product
purchased by the Buyer during such quarter (“Quarterly Purchased Tons”) plus tons of all Replacement Products (as defined in Section 4.2) purchased during such quarter (the resulting amount, the “Quarterly Net
Tons”) (i.e. (i) Quarterly Net Tons = Minimum Tons per Quarter – (Quarterly Purchased Tons + Replacement Products), and (ii) Quarterly Shortfall Payment = Quarterly Net Tons * Quarterly Shortfall Price). Any Quarterly Shortfall Payment
for the fourth quarter of Contract Year 2 shall be payable notwithstanding the expiration of this Agreement. If the Quarterly Net Tons is equal to or less than 0, then the Quarterly Shortfall Payment shall be $0. 

1.6    Buyer shall issue purchase orders to Smart Sand setting forth the quantities of Products, applicable prices,
requested ship dates, destination of shipment and other details related to a specific order. All purchase orders and requested ship dates are subject to written acceptance and acknowledgment by Smart Sand.

1.7    The terms and conditions of this Agreement are the controlling terms and conditions for the purchase of Products by
Buyer. The printed terms and conditions of any purchase order, acknowledgment form, invoice or other business form of Buyer and Smart Sand shall not apply to any order. Buyer and Smart Sand agree that any purchase order issued by Buyer is for
quantity and timing purposes only, and such purchase order does not form the basis of any contract. 
  

	 	2.	Price and Payment Terms 

 2.1    The pricing for each of the
Products for each Contract Year shall be as set forth on Appendix C attached hereto and incorporated by reference (“Contract Price”). Smart Sand agrees that all Products ordered by Buyer and shipped prior to November 30,
2017 will be loaded onto Smart Sand supplied railcars, which have been provided in accordance with that certain Railcar Usage Agreement, dated August 19, 2014, and subsequently amended and restated on the Execution Date, by and between Smart Sand
and Buyer (as amended, the “Railcar Usage Agreement”), and shipped as specified in the purchase order, provided, however, that (i) 

  
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Buyer agrees to comply with all freight scheduling mechanisms and timeframes designated by Smart Sand in writing to Buyer from time to time, and (ii) delivery of the Products shall occur upon the
transfer of Products into the applicable railcar via a delivery chute. Delivery will be, and all prices are quoted, FCA Smart Sand’s facility in which such Products are loaded onto railcars (i.e. the Oakdale Facility, the Hixton Facility, or
such other facility as determined by the mutual consent of Smart Sand and Buyer), Incoterms 2010. For the avoidance of doubt, all rail and shipping costs, including, without limitation, insurance costs and in the event that all railcars subject
to the Railcar Usage Agreement are not returned in accordance with the terms of the Railcar Usage Agreement, an amount equal to *** per day per railcar for each day that any such railcars are not timely returned, shall be borne exclusively by
Buyer. Buyer shall use commercially reasonable efforts to establish a trade account with Smart Sand’s preferred rail carrier and transloader. Prior to the establishment of such trade accounts, Smart Sand shall pay all freight charges and
transloading charges for any shipment, after which Smart Sand shall provide an invoice to Buyer for such charges and Buyer shall pay Smart Sand within *** of the date of such invoice. After the establishment of such trade accounts, Smart Sand
may, at its option and with written notice to Buyer in response to the applicable purchase order that it intends to, pay all freight charges and transloading charges for any shipment, after which Smart Sand shall provide an invoice to Buyer for such
charges and Buyer shall pay Smart Sand within *** of the date of such invoice. The Contract Price shall be subject to adjustments implemented during the Term in accordance with the terms set forth in Appendix C.

2.2    Unless stated otherwise in an order, prices quoted by Smart Sand do not include sales, VAT use or similar
taxes. And such taxes, fees, duties, and customs charges imposed on Smart Sand in the country or area of operations shall be reimbursed to Smart Sand by Buyer. The provisions of this clause shall continue after termination of this
Agreement. 
 2.3    Smart Sand shall invoice Buyer upon shipment of Products. Other than as provided for freight
charges and transloading charges in Section 2.1, payment by Buyer shall be due and payable within *** after the date of invoice. Past due invoices (including invoices for freight charges and transloading charges) are subject to a monthly
service charge at a rate equal to *** per month or the maximum rate from time to time permitted by applicable law. 

2.4    Smart Sand’s Credit Department may revoke credit approval at any time and require credit enhancements such as
a prepayment or a letter of credit posted by Buyer to continue performing under this Agreement. Upon placing this instrument with an attorney for collection of past due payments or repossession of Products, Buyer shall reimburse Smart Sand for
reasonable attorneys’ fees, court costs, and other expenses incurred by Smart Sand to enforce the terms and conditions stated herein. 

2.5    Within *** after the Execution Date, Buyer shall pay to Smart Sand the amount of ***, representing payment in full
for all True-Up Payments (as defined in the Original Agreement) payable by Buyer with respect to Contract Year 1 of the Original Agreement (the “Prior Shortfall Payment”). Any failure by Buyer to pay the Prior Shortfall Payment
when due shall constitute a material breach of this Agreement, and, in addition to (and not in lieu of) any other rights and remedies that Smart Sand has, the Prior Shortfall Payment shall automatically and without notice accrue interest at a rate
equal to *** per month or the maximum rate from time to time permitted by applicable law, whichever is greater. 
  

	 	3.	Specifications 

 In the event Buyer desires to change the Specifications, a
request for change shall be submitted to Smart Sand in writing. Smart Sand must agree to any such changes in writing prior to amendment of the Specifications, and Smart Sand is under no obligation to accept any such changes. Smart Sand
shall notify Buyer of any adjustment to the Contract Prices resulting from the changes to the Specifications requested by Buyer. Buyer must agree to the adjustment to the Contract Prices in writing prior to any amendment of the Specifications.


  
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	 	4.	Delivery 

 4.1    The Products shall be delivered in
accordance with Section 2.1 of this Agreement. Smart Sand reserves the right to charge Buyer a storage fee for any Buyer controlled rail car that remains at Smart Sand’s rail facility longer than *** after arrival. 

4.2    In the event that Smart Sand is unable to supply Buyer’s requirements, Buyer shall have the right to purchase
replacement Product (“Replacement Products”) from alternative sources (up to the amount that Smart Sand is unable to supply) after receipt of notification of Smart Sand’s failure to supply. Provided that Smart Sand’s
inability to supply is not the result of an Excusable Delay under Section 9 below, then all Replacement Products purchased by Buyer shall count towards the Buyer’s requirements obligation set forth in Section 1.1 above. Except to the
extent Smart Sand’s inability to supply is the result of an Excusable Delay, if the Replacement Products are purchased by Buyer at a price that is higher than the then-applicable Contract Price, Smart Sand shall be responsible for the
difference between the Contract Price and the price of the Replacement Products, which may be paid by shipping additional Products or providing a credit to Buyer towards future purchases of Products. 

4.3    In connection herewith, until November 30, 2017 Buyer shall borrow railcars from Smart Sand, pursuant to the
Railcar Use Agreement (the “Railcar Use Agreement”), substantially in the form attached hereto as Exhibit A. Commencing December 1, 2017 Buyer shall be responsible for supplying all railcars required to load and transport all
Product purchased hereunder from Smart Sand to the Buyer. Any failure by Buyer to supply any such railcars shall not reduce or limit in any way any of Buyer’s obligations hereunder, including but not limited to, its obligation to purchase
the Minimum Tons Per Year of Products in Contract Year 1 and Contract Year 2 set forth in Section 1.1. 
  

	 	5.	Inspection 

 Smart Sand shall test the Products in accordance with the testing
procedures set forth on Appendix D for compliance with the Specifications. Smart Sand shall retain all testing records for a period of six months and shall, at Buyer’s request, supply to Buyer a copy of Smart Sand’s test sheets,
certified by Smart Sand to be a true copy. Because deliveries made pursuant to this Agreement shall be via large individual loads by rail, any inspection by Buyer can be made at the point of loading. Buyer may, at its expense, have a
representative at Smart Sand’s facility for the purpose of such inspection.
  

	 	6.	Warranty 

 6.1    Smart Sand warrants to Buyer that Smart Sand
shall conform with the Specifications and comply in all material respects with the testing procedures set forth on Appendix D attached hereto and incorporated by reference with respect to each Product. If Buyer and Smart Sand agree in good
faith that any Product sold under this Agreement does not meet the Specifications, Smart Sand, at its cost and expense, shall promptly correct the defect by either (i) delivering substitute Product meeting the Specifications, or (ii) refunding any
amounts paid to Smart Sand for such non-conforming Product.
 6.2    Buyer acknowledges that Products may become damaged
by improper handling after delivery and that Smart Sand shall have no obligation to replace such damaged Products. 

6.3    THIS WARRANTY IS EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES. SMART SAND MAKES NO OTHER WARRANTIES, EXPRESS OR
IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO ANY PRODUCTS. 
  

	 	7.	Term and Termination 

 7.1    This Agreement shall become
effective as of the date hereof (the “Effective Date”), and shall expire at 11:59 p.m. on the last day of Contract Year 2 (the “Term”) unless sooner terminated as provided herein.

  
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 7.2    Either party may terminate this Agreement, immediately upon
written notice to the other party, (i) if such other party is in material breach of any of its obligations under the Agreement and fails to cure such breach within thirty (30) business days (five (5) days for the nonpayment of money) after
written notice thereof to such other party, or (ii) if such other party is insolvent or makes any arrangement with its creditors generally, or has a receiver appointed for all or a substantial part of its business or properties, or an
insolvency, bankruptcy or similar proceeding is brought by or against such other party and involving such other party is not dismissed within 60 business days of its institution, or if such other party goes into liquidation or otherwise ceases to
function as a going concern. 
 7.3    In the event of termination of this Agreement as provided in Section 7.2, this
Agreement shall immediately become void and there shall be no liability or obligation on the part of any party hereto; provided, that (i) any such termination shall not relieve any party from liability for any willful breach of this
Agreement or any fraud, (ii) the provisions of this Section 7.3 (Effect of Termination) and Sections 8 (Confidentiality), 10 (Limitation of Liability), 12 (Notices), 13 (Resolution of Disputes), 14 (Compliance with Laws) and 15 (Miscellaneous) of
this Agreement shall remain in full force and effect and survive any termination of this Agreement, and (iii) if termination is by Smart Sand, Buyer shall pay, within thirty (30) days of the effective date of termination, an amount equal to: 

 

	 	(A)	all amounts due and owing to Smart Sand for Products delivered by Smart Sand prior to the effective date of termination; plus 


 

	 	(B)	an amount equal to: (i) *** of the then-applicable Contract Price for each of the *** Products, multiplied by (ii) the difference between (X) the Minimum Tons per Year for Contract Year 1 and Contract Year 2 as may be
adjusted pursuant to Section 1.3 and (Y) the actual tons of each Product purchased by Buyer during Contract Year 1 and Contract Year 2 minus any payments made by Buyer to Smart Sand under Section 1.5; plus 


 

	 	(C)	all amounts due or to become due to Smart Sand under the Railcar Use Agreement. 

  

	 	8.	Confidentiality 

 8.1    The parties acknowledge that either
party may disclose (orally or in writing) to the other confidential and proprietary information relating to the Products or each party’s business (together the “Confidential Information”). Each party agrees that it will
keep the Confidential Information of the other party disclosed to it in confidence by using at least the same degree of care to prevent unauthorized disclosure or use thereof as such party uses to protect its own confidential information of like
nature, and that it will not knowingly disclose, directly or indirectly, any item of Confidential Information to any person, without the prior written consent of the disclosing party, except only to those of the recipient’s employees who need
to know the same in the performance of their duties for the recipient in connection with this Agreement. 
 8.2    The
parties’ non-disclosure obligations restrictions hereunder shall continue with respect to any item of Confidential Information until the earlier of the expiration of ten (10) years following the termination of this Agreement for any reason, or
until such item: (a) is or has become publicly available; or (b) was in the possession of, or known by, the recipient without an obligation to keep it confidential; or (c) has been disclosed to the recipient by an unrelated third party, without
an obligation to keep it confidential; or (d) has been independently developed by the recipient. 
  

	 	9.	Excusable Delay 

 Neither party shall be liable for any delay or failure to
perform to the extent caused by fire, flood, adverse weather conditions, explosion, war, riot, embargo, labor disputes, strike, shortage of utilities, delay in transportation, compliance with any laws, regulations, orders, acts or requirements from
the government, civil or 

  
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military authorities, government-mandated facility shutdowns or limitations, acts of God or the public enemy, or any other similar act or event of any nature reasonably beyond such party’s
control. In such circumstances, neither party shall be liable for its failure to perform its obligations hereunder to the limited extent that such failure is due to an event hereunder; provided, however, that (i) such
non-performance shall only be permitted during the duration of such event, and (ii) a party legitimately claiming such event shall be obligated to remedy the applicable event with all reasonable and diligent dispatch; and provided,
further, that the party claiming such event shall use commercially reasonable efforts to take such actions as such party deems necessary or advisable to mitigate the negative impact of such event on the other party. If Smart Sand’s
production capacity is impaired as a result of one of the foregoing events of force majeure, then Smart Sand will allocate to Buyer a pro rata portion of Smart Sand’s total remaining capacity taking into account Smart Sand’s impaired
production capacity, Buyer’s requirements pursuant to the forecast provided by Buyer in accordance with Section 1.2, and Smart Sand’s aggregate requirements for Products under purchase agreements with other customers. 

 

	 	10.	LIMITATION OF LIABILITY. 

 EXCEPT AS OTHERWISE SPECIFICALLY SET FORTH IN THIS
AGREEMENT, NEITHER PARTY SHALL BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND OR NATURE WHATSOEVER, INCLUDING, WITHOUT LIMITATION, LOST GOODWILL, LOST PROFITS, WORK STOPPAGE OR IMPAIRMENT OF OTHER GOODS, AND
WHETHER ARISING OUT OF BREACH OF ANY EXPRESS OR IMPLIED WARRANTY, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR IF SUCH DAMAGE COULD HAVE BEEN REASONABLY
FORESEEN.
  

	 	11.	PRODUCT NOTIFICATION 

 WARNING! MATERIAL SOLD PURSUANT TO THIS
AGREEMENT MAY CONTAIN FREE SILICA – IN SUCH CIRCUMSTANCES, SEE MATERIAL WARNINGS AND DO NOT BREATHE DUST OR USE FOR SANDBLASTING. IF YOU BREATHE FINE SILICA DUST POSSIBLY CONTAINED IN PRODUCTS YOU CAN SUFFER SEVERE, IRREVERSIBLE LUNG
DAMAGE AND DEATH. SOME MEDICAL REPORTS STATE INHALATION OF SILICA DUST MAY CAUSE LUNG CANCER. MEDICAL REPORTS ALSO LINK BREATHING SILICA DUST TO CRIPPLING ARTHRITIS AND SKIN AND EYE IRRITATION. NEVER USE PRODUCTS CONTAINING SILICA
DUST WITHOUT NIOSH/MSHA APPROVED RESPIRATORY PROTECTIVE EQUIPMENT. 
 Buyer acknowledges the above warning and assumes responsibility
and shall be liable for communicating this warning and providing to its employees, contractors and/or agents any equipment necessary for their protection. 
  

	 	12.	Notice 

 Any notice or other communication hereunder shall be in writing and shall
be deemed given and effective when delivered personally, by fax (and confirmed by certified or registered mail, postage prepaid, return receipt requested), or by overnight carrier, addressed to a party at its address stated below or to such other
address as such party may designate by written notice to the other party in accordance with the provisions of this Section. 
 To Smart
Sand: 
 Smart Sand, Inc. 

1010 Stony Hill Rd, Ste 175 

Yardley, PA 19067 

Attn: Susan Neumann 

Facsimile: 215.295.7911 

  
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		 	 With a copy to:
	 		 	Fox Rothschild LLP	 	
		 		 		 	997 Lenox Drive, 3rd Floor	 	
		 		 		 	Lawrenceville, NJ 08648	 	
		 		 		 	Attn: James D. Young	 	
		 		 		 	Facsimile: 609.895.3317	 	
					
		 	 To Buyer:
	 		 	Archer Well Services	 	
		 		 		 	10613 W. Sam Houston Pkwy N.	 	
		 		 		 	Suite 600	 	
		 		 		 	Houston Texas 77064	 	
		 		 		 	Attn: Legal Department	 	

  

	 	13.	Resolution of Disputes 

 13.1    BOTH PARTIES AGREE THAT, TO
THE EXTENT ALLOWED BY THE GOVERNING LAW, EACH PARTY HEREBY WAIVES ALL RIGHTS TO A JURY TRIAL WITH RESPECT TO ANY LITIGATION INVOLVING THIS AGREEMENT. 

13.2    It is the intent of the parties to exclude the application of the United Nations Convention on Contracts for the
International Sale of Goods (1980). Nothing herein shall prohibit a party from availing itself of a court of competent jurisdiction for the purpose of injunctive relief. The parties acknowledge and agree that the respective parties may
have available to them laws or remedies available under applicable local legislation; it is the intent of the parties to have the terms of this Agreement apply in every instance, including, without limitation, the choice of law and forum provisions
and the respective parties agree not to avail themselves of such alternate local legislation or remedies available thereunder. The parties acknowledge that this is a fundamental foundation for the risk allocation undertaken in this Agreement
and should this provision be breached it would deny the other party the full benefit of its risk allocation and the agreed pricing structure. Accordingly, should a party avail itself of local legislation that conflicts or negates the risk
allocation contained in this Agreement, then such party shall be liable to the non-breaching party for all damages arising therefrom. 
  

	 	14.	Compliance with Law 

 14.1    Compliance with
Law. Subject to the limitations of this Agreement, it is agreed that in the performance of this Agreement all matters shall be conducted in compliance in all material respects with any and all applicable federal, state, provincial and local
laws, rules and regulations in the area(s) in which the matters are being conducted. Any performance obligation arising under this Agreement is contingent on the prior receipt of all necessary government authorizations. If either party is
required to pay any fine or penalty, or is subject to a claim from the other party’s failure to comply with applicable laws, rules or regulations, the party failing to comply shall defend, indemnify and hold harmless the other party for all
damages, fees and/or fines for such failure to comply to the extent of the indemnifying party’s allocable share of the failure to comply.

14.2    Notwithstanding anything to the contrary, neither party shall be required to take any action or be
required to refrain from taking any action prohibited, penalized or required, as applicable, under the laws of the United States, including, without limitation, the U.S. antiboycott laws. 

 

	 	15.	Miscellaneous. 

 15.1    This Agreement constitutes the
entire agreement between the parties hereto relating to the subject matter hereof and supersedes all prior oral and written and all contemporaneous oral negotiation, commitments and understandings of the parties. This Agreement may not be
changed or amended except by a writing executed by both parties hereto. 

  
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 15.2    This Agreement shall inure to the benefit of and be binding upon
the parties hereto and their respective successors and assigns (to the extent this Agreement is assignable). Either party may assign or otherwise transfer this Agreement without the other party’s consent to (i) one of its affiliates, (ii)
the purchaser of substantially all of such party’s assets, (iii) the surviving entity in a merger involving such party or (iv) any financial institution providing financing to such party. Except for such assignment, no party may assign
this Agreement without the prior written consent of the other party. Any prohibited assignment or attempted assignment without the other party’s prior written consent shall be void. 

15.3    This Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State
of Delaware without giving effect to that state’s conflicts of laws principles or choice of law rules. The parties agree that Wilmington, Delaware shall be the exclusive forum and venue for resolving any disputed matter. 

15.4    No delay or failure by either party to exercise or enforce at any time any right or provision of this Agreement
shall be considered a waiver thereof or of such party’s right thereafter to exercise or enforce each and every right and provision of this Agreement. A waiver to be valid shall be in writing, but need not be supported by
consideration. No single waiver shall constitute a continuing of subsequent waiver. 
 15.5    The rights and
obligations of the parties hereto shall survive the termination or expiration of this Agreement to the extent that any performance is required under this Agreement after such termination or expiration. 

15.6    This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of
which shall constitute one and the same document. 
 15.7    The headings herein are for reference purposes only and are
not to be considered in construing this Agreement. 
 15.8    If any provision of this Agreement shall be held illegal,
invalid or unenforceable, in whole or in part, such provision shall be modified to render it legal, valid and enforceable while to the fullest extent possible preserving the business and financial intent and impact of the original provision, and the
legality, validity and enforceability of all other provisions of the Agreement shall not be affected thereby. 
 [signature page follows]


  
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 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first
above written. 
  

									
	 Smart Sand, Inc.
	 		 	 Archer Pressure Pumping, LLC

					
	 By:
	 	 /s/ John Young
	 		 	By:	 	 /s/ Max Bouthillette

	 Name:
	 	 John Young
	 		 	Name:	 	 Max Bouthillette

	 Title:
	 	 Vice President Sales
	 		 	Title:	 	 VP and General Counsel



  
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 APPENDIX A 

Specifications 
 As
of the Effective Date of this Agreement the standards of ISO 13503-2 and API RP 19C are identical and as indicated below. 
  

			
	 	  	ISO 13503-2
	 Turbidity (NTU)
	  	***
	 Kumbein Shape Factors:
	  	
	 Roundness
	  	***
	 Sphericity
	  	***
	 Clusters (%)
	  	***
	 Sieve Analysis:
	  	
	 <0.1% of sample larger than first specified sieve size
	  	
	             % In Size -***
	  	***
	             % In Size -***
	  	***
	             % In Size -***
	  	***
	             % In Size -***
	  	***
	 <1.0% in pan
	  	
	 Solubility in 12/3 HCL/HF for 0.5 HR

@150oF (% Weight Loss)
	  	***









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 APPENDIX B 

Product Mix Parameters 

Buyer acknowledges the need for a balanced Product sales mix output from Smart Sand’s facility. Therefore, the following shall serve
as a benchmark Product volume mix (the “Initial Product Mix”) for each month during the Term.     
  

			
	 Product
	  	 Minimum Monthly Volumes (Tons)

	 ***
	  	*** of Minimum Monthly Volume
	 ***
	  	*** of Minimum Monthly Volume
	 ***
	  	*** of Minimum Monthly Volume
		  	  

	 Total
	  	100% (*** tons)
		  	  


 Buyer shall have an option to change the benchmark Product volume mix at the beginning of Contract Year 2 (the
“Product Mix Change Option”) by sending written notice to Smart Sand indicating its desire to exercise the Product Mix Change Option, which option shall become effective following the expiration of forty-five (45) days from the
delivery of the Product Mix Change Option notice. From and after the effectiveness of Buyer’s first exercise of the Product Mix Change Option, the following shall serve as the benchmark Product volume mix for each month during the
Term: 
  

			
	 Product
	  	 Minimum Monthly Volumes (Tons)

	 ***
	  	*** of Minimum Monthly Volume
	 ***
	  	*** of Minimum Monthly Volume
	 ***
	  	*** of Minimum Monthly Volume
		  	  

	 Total
	  	100% (*** tons)
		  	  



  









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 APPENDIX C 

Product Pricing 

Contract Prices are the sum of annual Base Prices and Quarterly fuel surcharges, as detailed below. Pricing for 

shipments each month should be based on the Contract Prices for the most recent quarter. 

 

	1)	Base Prices starting during Contract Year 1 will be based upon the Average Cushing Oklahoma WTI Spot Prices as listed on WWW.EIA.DOE.GOV for the preceding calendar quarter (the “Oil Price Average”)
((Month 1 Average + Month 2 Average + Month 3 Average)/3=Oil Price Average) as follows: 

  

									
	 	  	 Base Price Based Upon Preceding Calendar Quarter
Oil Price Average (per barrel)

	Product	  	Less than $***	  	 At least $***

and less than

$***
	  	 At least $***

and less than

$***
	  	At least $***
	 ***
	  	***	  	***	  	***	  	***
	 ***
	  	***	  	***	  	***	  	***
	 ***
	  	***	  	***	  	***	  	***

  

	2)	Base Prices are subject to quarterly diesel and natural gas/propane fuel surcharges adjustments, starting on the Execution Date, with details below: 


Natural Gas Surcharge: A Natural Gas Surcharge will be applied if the Average Natural Gas Price (ANGP) as listed on
WWW.EIA.DOE.GOV for the preceding calendar quarter is above the Bench Mark, set at *** per MMBTU, and shall be adjusted at the end of each calendar quarter for the duration of the Agreement. A surcharge of *** per ton for every *** per MMBTU
increase for the ANGP for the preceding calendar quarter will apply in addition to the Base Price for all products. The calculation will be prorated, i.e., if the ANGP for a prior quarter averages *** per MMBTU, the surcharge will be *** per ton for
the following quarter. 
 As an example, if the average of the monthly closes of NYMEX natural gas for January, February and March is ***,
then ***will be added to the applicable Base Price for April, May and June. Additionally, if the average of the monthly closes of NYMEX natural gas for April, May and June is *** or less, then *** will be added to the Base Price for July August and
September. 
 Propane Surcharge: A Propane Surcharge will be applied if the Average Quarterly Mont Belvieu, TX Propane Spot Price
(AMBTX) as listed on WWW.EIA.GOV (http://www.eia.gov/dnav/pet/hist/LeafHandler.ashx?n=pet&s=eer_epllpa_pf4_y44mb_dpg&f=m) for the preceding calendar quarter is above the Bench Mark, set at *** per gallon of Propane ((Month 1 Average +
Month 2 Average + Month 3 Average)/3=AMBTX), and shall be adjusted at the end of each calendar quarter for the duration of the Agreement. A surcharge of $*** per ton for every *** per gallon increase in the AMBTX for the preceding calendar quarter
will apply in addition to the Base Price for all products. The calculation will be prorated, i.e., if the AMBTX for a prior quarter averages *** per Gallon, the surcharge will be *** per ton for the following quarter. 

As an example, if the average of the monthly closes of Mont Belvieu, TX Propane Spot for January, February and March is ***/gallon, then ***
will be added to the applicable Base Price for April, May and June. Additionally, if the average of the monthly closes of AMBTX propane for April, May and June is ***/gallon or less, then *** will be added to the Base Price for July August and
September. 








 EXECUTION COPY 
  

 APPENDIX D 

Testing Procedures 
 This schedule
provides an explanation of how Smart Sand will test its Products to confirm that they are compliant with the Specifications set forth in Appendix A. All testing shall be conducted during periods when Smart Sand’s Oakdale Facility or
Hixton Facility, as the case may be, is operational and not during down time. Testing shall be conducted on sand samples taken from the transfer area that leads to Smart Sand’s storage silo(s).

The testing to be performed and its frequency, shall be as follows: 
  

	 	1.	*** 

  

	 	2.	*** 

  

	 	3.	*** 

  

	 	4.	***