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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 A 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 fully 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 /> 1 <br />