CARBO Ceramics Inc. and Ascent Resources – Utica, LLC into a Termination and Release Agreement, effective as of December 27, 2019, pursuant to which, among other things, the Company and Ascent mutually agreed to terminate the Letter Agreement, dated as of September 17, 2018, by and between the Company and Ascent, and Ascent paid the Company approximately $2.75 million in cash as reimbursement for a portion of the cost and expense previously incurred by the Company in purchasing frac sand inventory. In connection with their entry into the Termination Agreement and the termination of the Sand Purchase Agreement, the Company and Ascent entered into a Consignment Agreement, dated and effective as of December 27, 2019, setting the terms and conditions upon which the Company will have the right to purchase all or any portion of Ascent’s remaining frac sand inventory on a consignment basis for the purpose of resale by the Company to third parties. Under the terms of the Consignment Agreement, among other things, the Company will be solely responsible for all costs and expenses attributable to the marketing and resale of the Sand Inventory, any resales of the Sand Inventory by the Company must generally be made on an arms-length basis to unaffiliated third party customers and the Company must use commercially reasonable efforts to resell the Sand Inventory at the price and on the best terms available, and in any event at a price no less than the average prevailing market price of sand of similar grade or quality. The Consignment Agreement also provides that, upon the Company’s resale of any portion of the Sand Inventory, the Company will pay 50% of the gross proceeds from such resale to Ascent, with the remainder of such gross proceeds to be retained by the Company as commission.