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MINING LEASE <br />AND <br />ASSET PURCHASE OPTION AGREEMENT <br />This MINING LEASE AND ASSET PURCHASE OPTION AGREEMENT (this <br />"Agreement") is dated as of November 30, 2017 (the "Execution Date'), by and among <br />Jemadojin, LLC, a Colorado limited liability company (the "Seller"), Jeffery Jindra, Maria <br />Jindra and Dodd Jindra (the "Individuals') and Sand Acquisition Holdings, LLC, a Delaware <br />limited liability company (the "Buyer"). <br />BACKGROUND <br />A. The Seller and the Individuals own the Purchased Assets (as defined <br />herein). <br />B. The Purchased Assets include the Owned Real Property described on <br />Exhibit attached hereto, a mining permit for a sand mine issued by the State of Colorado <br />which is currently in a temporary cessation status as the prior operator of the mine on the <br />property ceased mining activities and, to the extent transferable, a special use permit issued by El <br />Paso County, Colorado (the "Special Use Permit"). <br />C. The Purchased Assets have been under consideration for purchase by <br />Buyer pursuant to a Letter of Intent, and the Buyer desires to mine approximately 100,000 tons <br />of the sand and test it in actual frac sand applications to more frilly evaluate its marketability. <br />D. Seller is willing to lease the portion of the Purchased Assets constituting <br />the currently permitted Jemadojin Mine and allow Buyer to mine and remove up to 100,000 tons <br />of sand under the terms and conditions of this Agreement. <br />E. The Seller and the Individuals also wish to grant to the Buyer an Option <br />(as defined herein) to purchase the Purchased Assets under the terms of this Agreement, and the <br />Buyer wishes to acquire from the Seller and the Individuals, the Option to purchase all of the <br />Seller's and the Individual's right, title and interest in and to, the Purchased Assets, and assume <br />the Assumed Liabilities (as defined herein), in each case, upon the terms and subject to the <br />conditions set forth herein. <br />TERMS <br />NOW, THEREFORE, in consideration of the foregoing premises, the Option <br />Payment (as herein defined), the mutual covenants hereinafter set forth, and for other good and <br />valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the <br />Parties, intending to be legally bound, hereby agree as follows: <br />