Ownership Interest in Sand Mine Mississippi, Subsidiary Companies an...

Sale of (i) Seller interest in certain sand mine located in Hancock County, Mississippi, (ii) The Drying Facility Assets and (iii) The Subsidiary Equity, described as follow:

(i) The Mine Seller’s interest in that certain sand mine located in Hancock County, Mississippi and related assets.

(ii) The Drying Facility Assets - The “Drying Facility Assets” means (a) the interest of Alliance Consulting Group LLC (the “Debtor”) in the real property leased under the Debtor’s 30 year lease between the Debtor and AHG Solutions, LLC for real property located in Picayune, Mississippi, upon which that certain facility in Picayune, Mississippi being built by the Debtor to dry frac sand delivered from nearby sand mines (the “Drying Facility”) is located; (b) the improvements and personal property related thereto; (c) all executory contracts and unexpired leases related to the operation of the Drying Facility; (d) all other assets related to the operation of the Drying Facility; and (e) that certain lease held by S3 to support operation of the Drying Facility.

(iii) The Subsidiary Equity - The “Subsidiary Equity” means Seller’s membership interests in (i) Alliance Construction Group, LLC, a Louisiana limited liability company; (ii) E-Co Systems, LLC, a Louisiana limited liability company; (iii) H&H Aggregates, LLC, a Louisiana limited liability company; (iv) H&H Trucking, LLC, a Louisiana limited liability company; (v) Protemp, LLC, a Louisiana limited liability company; (vi) Sun Coast Contracting Services, LLC, a Louisiana limited liability company; (vii) Team Pro-Tree, LLC, a Louisiana limited liability company; (viii) Titan Rentals, LLC, a Louisiana limited liability company; (ix) Frac Diamond Aggregates, LLC; (x) Locus Group, LLC; (xi) Elle Development, LLC; and (xii) Southton Rail Yard, LLC.

The Assets are individualy described as below:

• Lot 1A: All personal property located at the Mine, including machinery and equipment and rolling stock, but excluding any aggregate inventory
• Lot 1B: The real property known as the Mine, including any improvements and including any aggregate inventory
• Lot 2A: All personal property included in the Drying Facility Assets, including machinery, equipment, rolling stock, and inventory
• Lot 2B: The real property included in the Drying Facility Assets, including any improvements
• Lot 3A: The Seller’s interests in Alliance Construction Group, LLC, a Louisiana limited liability company
• Lot 3B: The Seller’s interests in E-Co Systems, LLC, a Louisiana limited liability company
• Lot 3C: The Seller’s interests in H&H Aggregates, LLC, a Louisiana limited liability company
• Lot 3D: The Seller’s interests in H&H Trucking, LLC, a Louisiana limited liability company
• Lot 3E: The Seller’s interests in Protemp, LLC, a Louisiana limited liability company
• Lot 3F: The Seller’s interests in Sun Coast Contracting Services, LLC, a Louisiana limited liability company
• Lot 3G: The Seller’s interests in Team Pro-Tree, LLC, a Louisiana limited liability company
• Lot 3H: The Seller’s interests in Titan Rentals, LLC, a Louisiana limited liability company
• Lot 3I: The Seller’s interests in Frac Diamond Aggregates, LLC
• Lot 3J: The Seller’s interests in Locus Group, LLC
• Lot 3K: The Seller’s interests in Elle Development, LLC
• Lot 3L: The Seller’s interests in Southton Rail Yard, LLC