X0306 4 2017-03-30 0 0001529628 Smart Sand, Inc. SND 0001409591 Clearlake Capital Partners, LLC C/O CLEARLAKE CAPITAL GROUP, L.P. 233 WILSHIRE BLVD., SUITE 800 SANTA MONICA CA 90401 1 0 1 0 0001540841 Clearlake Capital Partners II GP, L.P. C/O CLEARLAKE CAPITAL GROUP, L.P. 233 WILSHIRE BLVD., SUITE 800 SANTA MONICA CA 90401 1 0 1 0 0001539291 CLEARLAKE CAPITAL PARTNERS II (MASTER), L.P. C/O CLEARLAKE CAPITAL GROUP, L.P. 233 WILSHIRE BLVD., SUITE 800 SANTA MONICA CA 90401 1 0 1 0 0001409590 CCG Operations, LLC C/O CLEARLAKE CAPITAL GROUP, L.P. 233 WILSHIRE BLVD., SUITE 800 SANTA MONICA CA 90401 1 0 1 0 0001409564 Eghbali Behdad C/O CLEARLAKE CAPITAL GROUP, L.P. 233 WILSHIRE BLVD., SUITE 800 SANTA MONICA CA 90401 1 0 1 0 Common Stock, par value $0.001 per share 2017-03-30 4 A 0 9994 0.00 A 10821091 I See footnotes The shares are held of record by Colin Leonard and Jose E. Feliciano for the benefit of Clearlake Capital Partners II (Master), L.P. ("CCPII"). Represents shares of restricted stock granted pursuant to Smart Sand, Inc.'s 2016 Long-Term Incentive Plan, which vest over four years following March 30, 2017, the date of grant. The shares are owned of record, as follows: (i) 10,811,097 shares by CCPII, (ii) 4,997 shares by Mr. Leonard for the benefit of CCPII and (iii) 4,997 shares by Mr. Feliciano for the benefit of CCPII. CCPII's general partner is Clearlake Capital Partners II GP, L.P. ("CCPII GP"). CCPII GP's general partner is Clearlake Capital Partners, LLC ("CCP"). CCP's managing member is CCG Operations, LLC. ("CCG Ops"). Mr. Feliciano and Behdad Eghbali are managers of CCG Ops. As a result, each of Mr. Feliciano, Mr. Eghbali, CCG Ops, CCPII GP and CCP may be deemed to share beneficial ownership of the reported shares. CCPII expressly disclaims beneficial ownership of the reported shares except to the extent of its pecuniary interest therein. Mr. Feliciano and Mr. Leonard, as representatives of the reporting persons, are directors of Smart Sand, Inc. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the reporting persons are deemed directors by deputization by virtue of their representation on the Board of Directors of Smart Sand, Inc. Clearlake Capital Partners, LLC, by /s/ Behdad Eghbali, its co-president 2017-04-03 Clearlake Capital Partners II GP, L.P., by Clearlake Capital Partners, LLC, its general partner, by /s/ Behdad Eghbali, its co-president 2017-04-03 Clearlake Capital Partners II (Master), L.P., by Clearlake Capital Partners II GP, L.P., its general partner, by Clearlake Capital Partners, LLC, its general partner, by /s/ Behdad Eghbali, its co-president 2017-04-03 CCG Operations, LLC, by /s/ Behdad Eghbali, its manager 2017-04-03 /s/ Behdad Eghbali 2017-04-03