Common use of Limitations on Beneficial Ownership Clause in Contracts

Limitations on Beneficial Ownership. No conversion of the Preferred Units shall occur to the extent such conversion would cause the Holder and its attribution parties to beneficially own in excess of 4.99% of the Common Units outstanding immediately after giving effect to such conversion. Warrant No.: W-[ ] Date of Issuance: [ ], 2016 (“Issuance Date”) Emerge Energy Services LP, a Delaware limited partnership (the “Partnership”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [BUYER], the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Partnership, at the Exercise Price (as defined below) then in effect, upon exercise of this Warrant to Purchase Common Units (including any Warrants to Purchase Common Units issued in exchange, transfer or replacement hereof, the “Warrant”), at any time or times on or after the Issuance Date, but not after 11:59 p.m., New York time, on the Expiration Date (as defined below), 887,099 (subject to adjustment as provided herein) fully paid and non-assessable Common Units (as defined below) (the “Warrant Units”). Except as otherwise defined herein, capitalized terms in this Warrant shall have the meanings set forth in Section 17. This Warrant is one of the Warrants to Purchase Common Units (the “SPA Warrants”) issued pursuant to Section 1 of that certain Securities Purchase Agreement, dated as of August 8, 2016 (the “Subscription Date”), by and among the Partnership and the investors (the “Buyers”) referred to therein, as amended from time to time (the “Securities Purchase Agreement”).