Emerge Energy Services LP Sample Contracts

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of EMERGE ENERGY SERVICES GP LLC A Delaware Limited Liability Company Dated as of May 14, 2013
Limited Liability Company Agreement • May 20th, 2013 • Emerge Energy Services LP • Oil & gas field services, nec • Delaware

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Emerge Energy Services GP LLC (the “Company”), a limited liability company formed under the Delaware Limited Liability Company Act, 6 Del. C. § 18-101, et seq., as amended (the “Act”), is made and entered into as of this 14th day of May, 2013 by Emerge Energy Services Holdings LLC, a Delaware limited liability company (“Emerge Holdings”), the sole member of the Company.

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FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP of EMERGE ENERGY SERVICES LP A Delaware limited partnership Dated as of May 14, 2013
Limited Partnership Agreement • May 20th, 2013 • Emerge Energy Services LP • Oil & gas field services, nec • Delaware

THIS FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF EMERGE ENERGY SERVICES LP, dated as of May 14, 2013, is entered into by and among Emerge Energy Services GP LLC, a Delaware limited liability company, as the General Partner, and Superior Silica Resources LLC, a Texas limited liability company, as a Limited Partner, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:

SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP of EMERGE ENERGY SERVICES LP A Delaware limited partnership Dated as of December 20, 2019
Limited Partnership Agreement • December 30th, 2019 • Emerge Energy Services LP • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware

THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF EMERGE ENERGY SERVICES LP, dated as of December 20, 2019, is entered into by and among EES GP, LLC, a Delaware limited liability company, as the General Partner, and the Limited Partners holding 100% of the new Common Units issued pursuant to the Plan of Reorganization.

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 20th, 2013 • Emerge Energy Services LP • Oil & gas field services, nec • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of May 14, 2013, by and between Emerge Energy Services LP, a Delaware limited partnership (the “Partnership”), AEC Resources LLC, a Delaware limited liability company (“AEC”), Ted W. Beneski, an individual (“Beneski”), Superior Silica Resources LLC, a Delaware limited liability company (“SSR” and, together with AEC and Beneski, the “Insight Holders”), Kayne Anderson Energy Development Company, a Maryland corporation (“KED”), and LBC Sub V, LLC, a Delaware limited liability company (“LBC”).

EMERGE ENERGY SERVICES LP 7,500,000 Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENT
Underwriting Agreement • May 14th, 2013 • Emerge Energy Services LP • Oil & gas field services, nec • New York
AMENDMENT NO. 2 TO AMENDED AND RESTATED REVOLVING CREDIT AND SECURITY AGREEMENT
Revolving Credit and Security Agreement • November 20th, 2015 • Emerge Energy Services LP • Oil & gas field services, nec • New York

This Amended and Restated Revolving Credit and Security Agreement, dated as of June 27, 2014, as amended as of November 20, 2015 among EMERGE ENERGY SERVICES LP, a Delaware limited partnership (“Parent Guarantor”), EMERGE ENERGY SERVICES OPERATING LLC, a Delaware limited liability company (“Emerge”), ALLIED ENERGY COMPANY LLC, an Alabama limited liability company (“AEC”), ALLIED RENEWABLE ENERGY, LLC, a Delaware limited liability company (“ARE”), DIRECT FUELS LLC, a Delaware limited liability company formerly known as Insight Equity Acquisition Partners, LP (“Direct Fuels”), EMERGE ENERGY DISTRIBUTORS INC., a Delaware corporation (“EED”), SUPERIOR SILICA SANDS LLC, a Texas limited liability company (“SSS” and together with Emerge, EED, AEC, ARE, Direct Fuels, and each Person joined hereto as a borrower from time to time, collectively, the “Borrowers,” and each individually a “Borrower”), the financial institutions which are now or which hereafter become a party hereto (collectively, th

REVOLVING CREDIT AND SECURITY AGREEMENT EMERGE ENERGY SERVICES LP, as Parent Guarantor, EMERGE ENERGY SERVICES OPERATING LLC, SUPERIOR SILICA SANDS LLC, AND EMERGE ENERGY SERVICES FINANCE CORPORATION, as Borrowers, HPS INVESTMENT PARTNERS, LLC, as...
Revolving Credit and Security Agreement • December 30th, 2019 • Emerge Energy Services LP • Mining & quarrying of nonmetallic minerals (no fuels) • New York

This Revolving Credit and Security Agreement, dated as of December 20, 2019, among EMERGE ENERGY SERVICES LP, a Delaware limited partnership (“Parent Guarantor”), EMERGE ENERGY SERVICES OPERATING LLC, a Delaware limited liability company (“Emerge”), SUPERIOR SILICA SANDS LLC, a Texas limited liability company (“SSS”), EMERGE ENERGY SERVICES FINANCE CORPORATION, a Delaware corporation (“FinanceCo” and together with Emerge, SSS and each Person joined hereto as a borrower from time to time, collectively, the “Borrowers,” and each individually a “Borrower”), the financial institutions which are now or which hereafter become a party hereto (collectively, the “Lenders” and each individually a “Lender”), and HPS INVESTMENT PARTNERS, LLC (“HPS”), as administrative agent for the Lenders and collateral agent for the Secured Parties (in such capacities, the “Agent”).

AMENDMENT NO. 8 TO AMENDED AND RESTATED REVOLVING CREDIT AND SECURITY AGREEMENT
Revolving Credit and Security Agreement • September 12th, 2016 • Emerge Energy Services LP • Mining & quarrying of nonmetallic minerals (no fuels) • New York

THIS AMENDMENT NO. 8 (this “Amendment”), dated as of June 15, 2016, to the Credit Agreement (as defined below) is entered into by and among the Lenders signatory hereto, PNC BANK, NATIONAL ASSOCIATION, in its capacity as agent for the Lenders (in such capacity, the “Agent”), EMERGE ENERGY SERVICES LP, a Delaware limited partnership (the “Parent Guarantor”), and each of the undersigned Borrowers. Terms used herein without definition shall have the meanings ascribed to them in the Credit Agreement defined below.

LIMITED PARTNERSHIP AGREEMENT OF EMERGENT ENERGY SERVICES LP
Limited Partnership Agreement • April 24th, 2013 • Emerge Energy Services LP • Oil & gas field services, nec • Delaware

This LIMITED PARTNERSHIP AGREEMENT (this “Agreement”), dated April 26, 2012, of EMERGENT ENERGY SERVICES LP (the “Partnership”) is entered into by and among Emergent Energy Services GP LLC, a Delaware limited liability company, as general partner of the Partnership (the “General Partner”), and Superior Silica Resources LLC, a Texas limited liability company, as limited partner of the Partnership (the “Limited Partner”).

Administrative Services Agreement
Administrative Services Agreement • May 20th, 2013 • Emerge Energy Services LP • Oil & gas field services, nec • Delaware

This ADMINISTRATIVE SERVICES AGREEMENT (this “Agreement”) is made and entered into as of May 14, 2013 (the “Effective Date”), by and among Insight Equity Management Company LLC, a Delaware limited liability company (“Service Provider”), Emerge Energy Services LP, a Delaware limited partnership (together with its subsidiaries, the “Partnership”), and Emerge Energy Services GP LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner,” and together with the Partnership, the “Company”). Service Provider, the Partnership and the General Partner are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

SAND SUPPLY AGREEMENT
Sand Supply Agreement • April 24th, 2013 • Emerge Energy Services LP • Oil & gas field services, nec • Texas

This Sand Supply Agreement (this “Agreement”), is entered into effective May 31, 2011 (the “Effective Date”), by and between Superior Silica Sands LLC, a Texas limited liability company (“Supplier”), and Schlumberger Technology Corporation, a Texas corporation (“Customer”). Customer and Supplier may also be referred to hereafter as a “Party” or collectively as the “Parties”.

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • August 8th, 2016 • Emerge Energy Services LP • Oil & gas field services, nec • Delaware

If the Company has a tax license, business license or certificate, or commercial registration or its equivalent, please provide the registration/license/certificate number(s) and attach a copy of such registration/license/certificate, as well as an English language translation of such registration/license/certificate if not originally in English.

AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT between SUSSER PETROLEUM OPERATING COMPANY LLC as Buyer, and SUNOCO LP as Buyer Parent Guarantor, and EMERGE ENERGY SERVICES OPERATING LLC as Seller, and EMERGE ENERGY SERVICES LP as Seller Parent...
Purchase and Sale Agreement • September 7th, 2016 • Emerge Energy Services LP • Mining & quarrying of nonmetallic minerals (no fuels) • Texas

This AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT (this “Agreement”) is made as of August 31, 2016, between Susser Petroleum Operating Company LLC, a Delaware limited liability company (“Buyer”), and, solely for purposes of Section 10.23, Sunoco LP, a Delaware limited partnership (the “Buyer Parent Guarantor”), and Emerge Energy Services Operating LLC, a Delaware limited liability company (“Seller”) and solely for purpose of Section 10.24, Emerge Energy Services LP, a Delaware limited partnership (the “Seller Parent Guarantor”).

AMENDMENT NO. 5 TO AMENDED AND RESTATED REVOLVING CREDIT AND SECURITY AGREEMENT
Revolving Credit and Security Agreement • September 12th, 2016 • Emerge Energy Services LP • Mining & quarrying of nonmetallic minerals (no fuels) • New York

THIS AMENDMENT NO. 5 (this “Amendment”), dated as of May 20, 2016, to the Credit Agreement (as defined below) is entered into by and among the Lenders signatory hereto, PNC BANK, NATIONAL ASSOCIATION, in its capacity as agent for the Lenders (in such capacity, the “Agent”), EMERGE ENERGY SERVICES LP, a Delaware limited partnership (the “Parent Guarantor”), and each of the undersigned Borrowers. Terms used herein without definition shall have the meanings ascribed to them in the Credit Agreement defined below.

EMERGE ENERGY SERVICES LP 3,400,000 Common Units Underwriting Agreement
Underwriting Agreement • November 23rd, 2016 • Emerge Energy Services LP • Mining & quarrying of nonmetallic minerals (no fuels) • New York

Emerge Energy Services LP, a Delaware limited partnership (the “Partnership”), proposes to issue and sell to the underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 3,400,000 common units representing limited partnership interests in the Partnership (the “Underwritten Units”) and, at the option of the Underwriters, up to an additional 510,000 common units representing limited partner interests in the Partnership (the “Option Units”). The Underwritten Units and the Option Units are herein referred to as the “Units.” The Partnership was formed by its sole general partner, Emerge Energy Services GP LLC, a Delaware limited liability company (the “General Partner”). Reference herein to (i) “Partnership Parties” means the Partnership, the General Partner and Emerge Energy Services Operating LLC, a Delaware limited liability company (the “Operating Company”) and (ii) “Partnership Entities” means the

SAND SUPPLY AGREEMENT
Sand Supply Agreement • August 4th, 2017 • Emerge Energy Services LP • Mining & quarrying of nonmetallic minerals (no fuels) • Texas

This SAND SUPPLY AGREEMENT (this “Agreement”), is entered into effective as of the Effective Date listed on Schedule A hereto (the “Effective Date”), by and between SUPERIOR SILICA SANDS LLC, a Texas limited liability company (“Supplier”), and LIBERTY OILFIELD SERVICES, LLC, a Delaware limited liability company (“Customer”). Any capitalized terms used herein but not otherwise defined herein shall have the meaning set forth on Schedule A hereto the terms of which are incorporated herein by reference. Customer and Supplier may also be referred to hereafter as a “Party” or collectively as the “Parties”.

AMENDMENT TO SAND SUPPLY AGREEMENT
Sand Supply Agreement • April 24th, 2013 • Emerge Energy Services LP • Oil & gas field services, nec

This amendment (the “Amendment”), dated November 15, 2012 (the “Amendment Effective Date”), is by and between Superior Silica Sands LLC, a Texas limited liability company (the “Supplier”) and Schlumberger Technology Corporation, a Texas corporation (the “Customer”). Customer and Supplier are sometimes hereinafter referred to individually as a “Party” and collectively as the “Parties.”

SAND SUPPLY AGREEMENT NO. EPEEP-COMP-SA-4812
Sand Supply Agreement • August 4th, 2017 • Emerge Energy Services LP • Mining & quarrying of nonmetallic minerals (no fuels) • Texas

This SAND SUPPLY AGREEMENT (together with the Exhibits hereto, the “Agreement”), is entered into as of the 19 day of July, 2017, to be effective as of January 1, 2017 (“Effective Date”) by and between EP Energy E&P Company, L.P., a Delaware limited partnership with its principal office located at 1001 Louisiana Street, Houston, Texas 77002 (“Customer”) and Superior Silica Sands LLC, a Texas limited liability company, with an office located at 6000 Western Place, Suite 465, Ft. Worth, Texas 76107 (“Supplier”). Customer and Supplier are sometimes herein referred to individually as a “Party” and collectively as “Parties.”

FORBEARANCE AGREEMENT AND THIRD AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING CREDIT AND SECURITY AGREEMENT
Forbearance Agreement and Third Amendment to Second Amended and Restated Revolving Credit and Security Agreement • March 4th, 2019 • Emerge Energy Services LP • Mining & quarrying of nonmetallic minerals (no fuels) • New York

This Forbearance Agreement and Third Amendment to Second Amended and Restated Revolving Credit and Security Agreement (this “Agreement”) is entered into as of February 28, 2019, by and among Emerge Energy Services LP, a Delaware limited partnership, Emerge Energy Services Operating LLC, a Delaware limited liability company (“Emerge”), Superior Silica Sands LLC, a Texas limited liability company (“SSS” and together with Emerge and each Person joined hereto as a borrower from time to time, collectively, the “Borrowers,” and each individually a “Borrower”), the Lenders party hereto, and PNC Bank, National Association (“PNC”), as administrative agent for the Lenders and collateral agent for the Secured Parties (in such capacities, the “Agent”).

SAND SUPPLY AGREEMENT
Sand Supply Agreement • April 24th, 2013 • Emerge Energy Services LP • Oil & gas field services, nec • Texas

This Sand Supply Agreement (this “Agreement”), is entered into effective March 31, 2011 (the “Effective Date”), by and between Superior Silica Sands LLC, a Texas limited liability company (“Supplier”), and BJ Services Company, U.S.A., a Delaware corporation (“Customer”). Customer and Supplier may also be referred to hereafter as a “Party” or collectively as the “Parties”.

AMENDMENT NO. 3 TO AMENDED AND RESTATED REVOLVING CREDIT AND SECURITY AGREEMENT
Revolving Credit and Security Agreement • March 7th, 2016 • Emerge Energy Services LP • Oil & gas field services, nec • New York

THIS AMENDMENT NO. 3 (this “Amendment”), dated as of March 1, 2016, to the Credit Agreement (as defined below) is entered into by and among the Lenders signatory hereto, PNC BANK, NATIONAL ASSOCIATION, in its capacity as agent for the Lenders (in such capacity, the “Agent”), EMERGE ENERGY SERVICES LP, a Delaware limited partnership (the “Parent Guarantor”), and each of the undersigned Borrowers. Terms used herein without definition shall have the meanings ascribed to them in the Credit Agreement defined below.

LIMITED WAIVER NO. 2 TO AMENDED AND RESTATED REVOLVING CREDIT AND SECURITY AGREEMENT
Revolving Credit and Security Agreement • November 16th, 2015 • Emerge Energy Services LP • Oil & gas field services, nec • New York

THIS LIMITED WAIVER NO. 2 TO AMENDED AND RESTATED REVOLVING CREDIT AND SECURITY AGREEMENT (this “Waiver”), dated as of November 12, 2015, is entered into by and among the Lenders signatory hereto, PNC BANK, NATIONAL ASSOCIATION, in its capacity as agent for the Lenders (in such capacity, the “Agent”), EMERGE ENERGY SERVICES LP, a Delaware limited partnership (the “Parent Guarantor”), and each of the undersigned Borrowers. Terms used herein without definition shall have the meanings ascribed to them in the Credit Agreement defined below.

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DRY SAND TOLLING AGREEMENT between Superior Silica Sands LLC and Midwest Frac and Sands LLC Dated July 17, 2012
Tolling Agreement • April 24th, 2013 • Emerge Energy Services LP • Oil & gas field services, nec • Wisconsin

NOW, THEREFORE, for and in consideration of the promises and mutual covenants contained herein, and intending to be legally bound, the Parties hereby agree as follows:

WET SAND SERVICES AGREEMENT
Wet Sand Services Agreement • May 7th, 2013 • Emerge Energy Services LP • Oil & gas field services, nec • Wisconsin

THIS WET SAND SERVICES AGREEMENT (the “Agreement”) is made as of the 7th day of April, 2011 (the “Effective Date”) by and between Fred Weber, Inc., a Delaware corporation, with its principal office at 2320 Creve Coeur Mill Road, Maryland Heights, MO 63043 (“Contractor”) and Superior Silica Sands LLC, a Texas limited liability company with its principal office located at 3014 Limestone County Road 704, Kosse, Texas 76653 (“SSS”). Each of SSS and the Contractor is hereinafter referred to as a “Party” and collectively, as the “Parties.”

WET SAND SUPPLY AGREEMENT between Superior Silica Sands LLC and Midwest Frac and Sands LLC Dated July 17, 2012
Wet Sand Supply Agreement • May 7th, 2013 • Emerge Energy Services LP • Oil & gas field services, nec • Wisconsin

NOW, THEREFORE, for and in consideration of the promises and mutual covenants contained herein, and intending to be legally bound, the Parties hereby agree as follows:

FORBEARANCE AGREEMENT AND SECOND AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING CREDIT AND SECURITY AGREEMENT
Forbearance Agreement and Second Amendment to Second Amended and Restated Revolving Credit and Security Agreement • February 1st, 2019 • Emerge Energy Services LP • Mining & quarrying of nonmetallic minerals (no fuels) • New York

This Forbearance Agreement and Second Amendment to Second Amended and Restated Revolving Credit and Security Agreement (this “Agreement”) is entered into as of January 31, 2019, by and among Emerge Energy Services LP, a Delaware limited partnership, Emerge Energy Services Operating LLC, a Delaware limited liability company (“Emerge”), Superior Silica Sands LLC, a Texas limited liability company (“SSS” and together with Emerge and each Person joined hereto as a borrower from time to time, collectively, the “Borrowers,” and each individually a “Borrower”), the Lenders party hereto, and PNC Bank, National Association (“PNC”), as administrative agent for the Lenders and collateral agent for the Secured Parties (in such capacities, the “Agent”).

AMENDMENT TO SAND SUPPLY AGREEMENT
Sand Supply Agreement • May 7th, 2013 • Emerge Energy Services LP • Oil & gas field services, nec

This amendment (the “Amendment”), dated November 15, 2012 (the “Amendment Effective Date”), is by and between Superior Silica Sands LLC, a Texas limited liability company (the “Supplier”) and Schlumberger Technology Corporation, a Texas corporation (the “Customer”). Customer and Supplier are sometimes hereinafter referred to individually as a “Party” and collectively as the “Parties.”

2ND AMENDMENT TO SAND SUPPLY AGREEMENT
Sand Supply Agreement • August 8th, 2014 • Emerge Energy Services LP • Oil & gas field services, nec

This amendment (the “Amendment”), dated June 10, 2014 (the “Amendment Effective Date”) is by and between Superior Silica Sands LLC (the “Supplier”) and Schlumberger Technology Corporation (the “Company”). Company and Supplier are sometimes hereinafter referred to individually as a “Party” and collectively as the “Parties.”

THIRD AMENDMENT TO REVOLVING CREDIT AND SECURITY AGREEMENT
Revolving Credit and Security Agreement • December 12th, 2013 • Emerge Energy Services LP • Oil & gas field services, nec • New York

THIS THIRD AMENDMENT TO REVOLVING CREDIT AND SECURITY AGREEMENT (this “Amendment”), dated as of December 10, 2013, is entered into by and among the Lenders signatory hereto, PNC BANK, NATIONAL ASSOCIATION, in its capacity as agent for the Lenders (in such capacity “Agent”), ENERGY SERVICES LP, a Delaware limited partnership (“Parent Guarantor”), EMERGE ENERGY SERVICES OPERATING LLC, a Delaware limited liability company (“Emerge”), SUPERIOR SILICA SANDS LLC, a Texas limited liability company (“SSS”), DIRECT FUELS LLC, a Delaware limited liability company formerly known as Insight Equity Acquisition Partners, LP (“Direct Fuels”), ALLIED ENERGY COMPANY LLC, an Alabama limited liability company (“AEC”), ALLIED RENEWABLE ENERGY, LLC, a Delaware limited liability company (“ARE”), EMERGE ENERGY DISTRIBUTORS INC., a Delaware corporation (“EED” and together with Emerge, SSS, Direct Fuels, AEC, ARE and each Person joined hereto as a borrower from time to time, collectively, the “Borrowers”, and

STRICTLY CONFIDENTIAL May 29, 2013 Rick Shearer 1400 Civic Place, Suite 250 Southlake, Texas 76092 Dear Rick:
Employment Agreement • June 4th, 2013 • Emerge Energy Services LP • Oil & gas field services, nec

As you know, you and Superior Silica Sands LLC, a subsidiary of Emerge Energy Services GP, LLC (including any successors or assigns, the “Company”), have previously entered into an employment letter dated March 23, 2010, as amended May 17, 2011 (the “Prior Letter”), which was assigned to the Company in connection with the transfer of your employment to the Company effective as of the initial public offering of common units of Emerge Energy Services LP (the “IPO Date”). In addition, as of the date of this letter (the “Effective Date”), this letter will amend, restate and replace the Prior Letter and your employment will be on the terms and conditions set forth in this letter.

AMENDED AND RESTATED MASTER SUPPLY AGREEMENT
Master Supply Agreement • February 29th, 2016 • Emerge Energy Services LP • Oil & gas field services, nec • Wisconsin

This AMENDED AND RESTATED MASTER SUPPLY AGREEMENT (this “Agreement”), executed and effective as of the 21st day of December, 2015 (the “Effective Date”) [Note: This Agreement will not be effective until the Closing under the APA], is between Performance Technologies, LLC, an Oklahoma limited liability company (“Buyer”), and Superior Silica Sands LLC, a Texas limited liability company (“Supplier”). Buyer and Supplier may be hereinafter referred to as the “Parties” or individually, as a “Party”.

AMENDMENT NO. 1 TO THE FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF EMERGE ENERGY SERVICES LP
Agreement of Limited Partnership • August 16th, 2016 • Emerge Energy Services LP • Oil & gas field services, nec • Delaware

This Amendment No. 1 (this “Amendment”) to the First Amended and Restated Agreement of Limited Partnership of Emerge Energy Services LP, a Delaware limited partnership (the “Partnership”), dated as of May 14, 2013 (as so amended, the “Partnership Agreement”), is entered into effective as of August 15, 2016 at the direction of Emerge Energy Services GP LLC, as the general partner of the Partnership (the “General Partner”), pursuant to authority granted to it in Section 13.1 of the Partnership Agreement. Capitalized terms used but not defined herein have the meanings ascribed to them in the Partnership Agreement.

AMENDMENT TO LETTER AGREEMENT
Employment Agreement • June 4th, 2013 • Emerge Energy Services LP • Oil & gas field services, nec

This Amendment to Letter Agreement (this “Amendment”) is made as of May 29, 2013, by and between Robert Lane (“Employee”) and Emerge Energy Services GP, LLC. Capitalized terms used herein without definition shall have the meanings ascribed thereto in the Employment Agreement (as defined below).

WET SAND SUPPLY AGREEMENT between Superior Silica Sands LLC and Midwest Frac and Sands LLC Dated July 17, 2012
Wet Sand Supply Agreement • April 24th, 2013 • Emerge Energy Services LP • Oil & gas field services, nec • Wisconsin

NOW, THEREFORE, for and in consideration of the promises and mutual covenants contained herein, and intending to be legally bound, the Parties hereby agree as follows:

SECOND AMENDMENT TO AMENDED EMPLOYMENT LETTER
Amended Employment Letter • November 3rd, 2016 • Emerge Energy Services LP • Mining & quarrying of nonmetallic minerals (no fuels)

This Second Amendment to Amended Employment Letter (this “Amendment”) is made as of November 2, 2016, by and between Rick Shearer (“Employee”) and Emerge Energy Services GP, LLC (the “Company”). Capitalized terms used herein without definition shall have the meanings ascribed thereto in the Amended Employment Letter (as defined below).

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