10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549 

 _____________________________________________________

FORM 10-Q

 _____________________________________________________ 

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended September 30, 2021

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition Period from ___ to ___

Commission file number 001-37936

SMART SAND, INC.

(Exact name of registrant as specified in its charter) 

Delaware	45-2809926
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)
1725 Hughes Landing Blvd, Suite 800
The Woodlands, Texas 77380	(281) 231-2660
(Address of principal executive offices)	(Registrant’s telephone number)

Securities registered pursuant to Section 12(b) of the Act:
Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	SND	Nasdaq Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.   Yes ý No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).   Yes ý No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer  ☐ Accelerated filer ☐ Non-accelerated Filer  ý Smaller reporting company ☒ Emerging Growth Company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).   Yes ☐ No ý

Number of shares of common stock outstanding, par value $0.001 per share, as of November 2, 2021: 45,265,601

TABLE OF CONTENTS

		PAGE
PART I	FINANCIAL INFORMATION
ITEM 1.	Financial Statements	3
	Condensed Consolidated Balance Sheets as of September 30, 2021 (Unaudited) and December 31, 2020	3
	Condensed Consolidated Income Statements for the Three and Nine Months Ended September 30, 2021 and 2020 (Unaudited)	4
	Condensed Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended September 30, 2021 and 2020 (Unaudited)	5
	Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Three and Nine Months Ended September 30, 2021 and 2020 (Unaudited)	6
	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2021 and 2020 (Unaudited)	8
	Notes to the Condensed Consolidated Financial Statements (Unaudited)	9
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
ITEM 3.	Quantitative and Qualitative Disclosures about Market Risk	36
ITEM 4.	Controls and Procedures	36
PART II	OTHER INFORMATION	37
ITEM 1.	Legal Proceedings	37
ITEM 1A.	Risk Factors	37
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	37
ITEM 3.	Defaults upon Senior Securities	37
ITEM 4.	Mine Safety Disclosures	37
ITEM 5.	Other Information	38
ITEM 6.	Exhibits	39
SIGNATURES		40

1

Certain Definitions

The following definitions apply throughout this quarterly report unless the context requires otherwise:

“We”, “Us”, “Company”, “Smart Sand” or “Our”	Smart Sand, Inc., a company organized under the laws of Delaware, and its subsidiaries.
“shares”, “stock”	The common stock of Smart Sand, Inc., nominal value $0.001 per share.
“ABL Credit Facility”, “ABL Credit Agreement”, “ABL Security Agreement”	The five-year senior secured asset-based lending credit facility (the “ABL Credit Facility”) pursuant to: (i) an ABL Credit Agreement, dated December 13, 2019, between the Company and Jefferies Finance LLC (the “ABL Credit Agreement”); and (ii) a Guarantee and Collateral Agreement, dated December 13, 2019, between the Company and Jefferies Finance LLC, as agent (the “Security Agreement”).
“Oakdale Equipment Financing”, “MLA”	The five-year Master Lease Agreement, dated December 13, 2019, between Nexseer Capital (“Nexseer”) and related lease schedules in connection therewith (collectively, the “MLA”). The MLA is structured as a sale-leaseback of substantially all of the equipment at the Company’s mining and processing facility located near Oakdale, Wisconsin. The Oakdale Equipment Financing is considered a lease under article 2A of the Uniform Commercial Code but is considered a financing arrangement (and not a lease) for accounting or financial reporting purposes.
“Loan Agreement”, “Acquisition Liquidity Support Facility”	In connection with the Company’s acquisition of Eagle Oil and Gas Proppants Holdings LLC from Eagle Materials Inc., which acquisition was completed on September 18, 2020, the Company, as borrower, entered into a Loan and Security Agreement, dated September 18, 2020 (the “Loan Agreement”), with Eagle Materials Inc., as lender, secured by certain property rights and assets of the acquired business, whereby the Company may draw loans in an aggregate amount up to $5.0 million during the twelve-month period ending September 19, 2021. (the “Acquisition Liquidity Support Facility”). This facility was terminated on September 20, 2021.
“Exchange Act”	The Securities Exchange Act of 1934, as amended.
“Securities Act”	The Securities Act of 1933, as amended.
“FASB”, “ASU”, “ASC”, “GAAP”	Financial Accounting Standards Board, Accounting Standards Update, Accounting Standards Codification, Accounting Principles Generally Accepted in the United States, respectively.

2

PART I – FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

SMART SAND, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

	September 30, 2021		December 31, 2020
	(unaudited)
	(in thousands, except share amounts)
Assets
Current assets:
Cash and cash equivalents	$	36,678	$	11,725
Accounts receivable	15,589		69,720
Unbilled receivables	986		127
Inventory	15,381		19,136
Prepaid expenses and other current assets	14,032		11,378
Total current assets	82,666		112,086
Property, plant and equipment, net	263,119		274,676
Operating lease right-of-use assets	29,478		32,099
Intangible assets, net	7,659		8,253
Other assets	446		563
Total assets	$	383,368	$	427,677
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	4,825	$	3,268
Accrued expenses and other liabilities	11,244		13,142
Deferred revenue, current	9,234		6,875
Long-term debt, net, current	7,281		6,901
Operating lease liabilities, current	7,405		7,077
Total current liabilities	39,989		37,263
Deferred revenue, net	7,215		3,482
Long-term debt, net	16,974		22,445
Operating lease liabilities, long-term	24,733		27,020
Deferred tax liabilities, long-term, net	25,438		32,981
Asset retirement obligation	16,291		14,996
Contingent consideration	—		180
Other non-current liabilities	508		503
Total liabilities	131,148		138,870
Commitments and contingencies (Note 15)
Stockholders’ equity
Common stock, $0.001 par value, 350,000,000 shares authorized; 43,567,743 issued and 41,850,938 outstanding at September 30, 2021; 43,193,394 issued and 41,575,129 outstanding at December 31, 2020	42		42
Treasury stock, at cost, 1,716,805 and 1,618,265 shares at September 30, 2021 and December 31, 2020, respectively	(4,427)		(4,134)
Additional paid-in capital	173,426		171,209
Retained earnings	82,826		121,267
Accumulated other comprehensive income	353		423
Total stockholders’ equity	252,220		288,807
Total liabilities and stockholders’ equity	$	383,368	$	427,677

 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

3

SMART SAND, INC.

CONDENSED CONSOLIDATED INCOME STATEMENTS

(UNAUDITED) 

	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
	(in thousands, except per share amounts)
Revenues:
Sand sales revenue	$	31,343	$	12,445	$	83,291	$	50,809
Shortfall revenue	2,680		6,842		4,421		22,148
Logistics revenue	456		4,122		3,856		24,046
Total revenue	34,479		23,409		91,568		97,003
Cost of goods sold	36,526		18,227		100,952		71,221
Gross profit	(2,047)		5,182		(9,384)		25,782
Operating expenses:
Salaries, benefits and payroll taxes	2,490		2,058		7,150		7,115
Depreciation and amortization	352		440		1,490		1,354
Selling, general and administrative	3,867		3,933		10,876		10,393
Bad debt expense	—		—		19,592		—
Change in the estimated fair value of contingent consideration	—		—		—		(1,020)
Total operating expenses	6,709		6,431		39,108		17,842
Operating (loss) income	(8,756)		(1,249)		(48,492)		7,940
Other income (expenses):
Gain on bargain purchase	—		39,889		—		39,889
Interest expense, net	(467)		(497)		(1,527)		(1,576)
Other income	1,792		80		5,457		162
Total other (expenses) income, net	1,325		39,472		3,930		38,475
(Loss) income before income tax (benefit) expense	(7,431)		38,223		(44,562)		46,415
Income tax (benefit) expense	(169)		1,941		(6,121)		5,576
Net (loss) income	$	(7,262)	$	36,282	$	(38,441)	$	40,839
Net (loss) income per common share:
Basic	$	(0.17)	$	0.91	$	(0.92)	$	1.02
Diluted	$	(0.17)	$	0.91	$	(0.92)	$	1.02
Weighted-average number of common shares:
Basic	41,850		39,973		41,743		39,903
Diluted	41,850		39,973		41,743		39,903

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

4

SMART SAND, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(UNAUDITED)

	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
	(in thousands)
Net (loss) income	$	(7,262)	$	36,282	$	(38,441)	$	40,839
Other comprehensive income:
Foreign currency translation adjustment	(239)		96		(70)		317
Comprehensive (loss) income	$	(7,501)	$	36,378	$	(38,511)	$	41,156

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

5

SMART SAND, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(UNAUDITED) 

Nine months ended September 30, 2021

	Common Stock			Treasury Stock			Additional Paid-in Capital				Accumulated Other Comprehensive Income		Total Stockholders’ Equity
	Outstanding Shares	Par Value		Shares	Amount				Retained Earnings
	(in thousands, except share amounts)
Balance at December 31, 2020	41,575,129	$	42	1,618,265	$	(4,134)	$	171,209	$	121,267	$	423	$	288,807
Foreign currency translation adjustment	—	—		—	—		—		—		125		125
Acquisition stock issuance	14,430	—		—	—		20		—		—		20
Vesting of restricted stock	158,364	—		—	—		—		—		—		—
Stock-based compensation	—	—		—	—		678		—		—		678
Employee stock purchase plan compensation	—	—		—	—		7		—		—		7
Employee stock purchase plan issuance	19,483	—		—	—		17		—		—		17
Restricted stock buy back	(48,077)	—		48,077	(140)		—		—		—		(140)
Net loss	—	—		—	—		—		(3,912)		—		(3,912)
Balance at March 31, 2021	41,719,329	$	42	1,666,342	$	(4,274)	$	171,931	$	117,355	$	548	$	285,602
Foreign currency translation adjustment	—	—		—	—		—		—		44		44
Vesting of restricted stock	162,253	—		—	—		—		—		—		—
Stock-based compensation	—	—		—	—		574		—		—		574
Employee stock purchase plan compensation	—	—		—	—		7		—		—		7
Restricted stock buy back	(48,793)	—		48,793	(148)		—		—		—		(148)
Net loss	—	—		—	—		—		(27,267)		—		(27,267)
Balance at June 30, 2021	41,832,789	$	42	1,715,135	$	(4,422)	$	172,512	$	90,088	$	592	$	258,812
Foreign currency translation adjustment	—	—		—	—		—		—		(239)		(239)
Vesting of restricted stock	4,875	—		—	—		—		—		—		—
Stock-based compensation	—	—		—	—		879		—		—		879
Employee stock purchase plan compensation	—	—		—	—		10		—		—		10
Employee stock purchase plan issuance	14,944	—		—	—		25		—		—		25
Restricted stock buy back	(1,670)	—		1,670	(5)		—		—		—		(5)
Net loss	—	—		—	—		—		(7,262)		—		(7,262)
Balance at September 30, 2021	41,850,938	$	42	1,716,805	$	(4,427)	$	173,426	$	82,826	$	353	$	252,220

6

SMART SAND, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (continued)

(UNAUDITED) 

Nine months ended September 30, 2020

	Common Stock			Treasury Stock			Additional Paid-in Capital				Accumulated Other Comprehensive (Loss) Income		Total Stockholders’ Equity
	Outstanding Shares	Par Value		Shares	Amount				Retained Earnings
	(in thousands, except share amounts)
Balance at December 31, 2019	40,234,451	$	40	740,957	$	(2,979)	$	165,223	$	83,313	$	(41)	$	245,556
Foreign currency translation adjustment	—	—		—	—		—		—		(163)		(163)
Vesting of restricted stock	139,947	—		—	—		—		—		—		—
Stock-based compensation	—	—		—	—		1,025		—		—		1,025
Employee stock purchase plan compensation	—	—		—	—		14		—		—		14
Employee stock purchase plan issuance	21,486	—		—	—		46		—		—		46
Restricted stock buy back	(10,468)	—		10,468	(14)		—		—		—		(14)
Shares repurchased	(778,300)	—		778,300	(1,000)		—		—		—		(1,000)
Net loss	—	—		—	—		—		(84)		—		(84)
Balance at March 31, 2020	39,607,116	$	40	1,529,725	$	(3,993)	$	166,308	$	83,229	$	(204)	245,380
Foreign currency translation adjustment	—	—		—	—		—		—		384		384
Vesting of restricted stock	177,628	—		—	—		—		—		—		—
Stock-based compensation	—	—		—	—		943		—		—		943
Employee stock purchase plan compensation	—	—		—	—		12		—		—		12
Employee stock purchase plan issuance	—	—		—	—		—		—		—		—
Restricted stock buy back	(30,673)	—		30,673	(31)		—		—		—		(31)
Net income	—	—		—	—		—		4,641		—		4,641
Balance at June 30, 2020	39,754,071	$	40	1,560,398	$	(4,024)	$	167,263	$	87,870	$	180	$	251,329
Foreign currency translation adjustment	—	—		—	—		—		—		96		96
Acquisition stock issuance	1,503,759	2		—	—		2,059		—		—		2,061
Vesting of restricted stock	6,375	—		—	—		—		—		—		—
Stock-based compensation	—	—		—	—		941		—		—		941
Employee stock purchase plan compensation	—	—		—	—		3		—		—		3
Employee stock purchase plan issuance	18,148	—		—	—		16		—		—		16
Restricted stock buy back	(770)	—		770	(1)		—		—		—		(1)
Net income	—	—		—	—		—		36,282		—		36,282
Balance at September 30, 2020	41,281,583	$	42	1,561,168	$	(4,025)	$	170,282	$	124,152	$	276	$	290,727

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

7

SMART SAND, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	Nine Months Ended September 30,
	2021		2020
	(in thousands)
Operating activities:
Net (loss) income	$	(38,441)	$	40,839
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation, depletion and accretion of asset retirement obligation	18,937		16,092
Amortization of intangible assets	596		596
Loss on disposal of assets	223		299
Provision for bad debt	19,592		—
Amortization of deferred financing cost	79		79
Accretion of debt discount	140		138
Deferred income taxes	(7,543)		238
Stock-based compensation, net	2,131		2,909
Employee stock purchase plan compensation	24		29
Change in contingent consideration fair value	—		(1,020)
Gain on bargain purchase, net of cash acquired	—		(39,580)
Changes in assets and liabilities:
Accounts receivable	34,791		(7,029)
Unbilled receivables	(1,113)		(4,491)
Inventory	3,755		306
Prepaid expenses and other assets	(1,886)		3,751
Deferred revenue	6,092		3,912
Accounts payable	1,564		(205)
Accrued and other expenses	(1,397)		(607)
Income taxes payable	—		5,968
Net cash provided by operating activities	37,544		22,224
Investing activities:
Purchases of property, plant and equipment	(6,976)		(7,444)
Proceeds from disposal of assets	78		51
Net cash used in investing activities	(6,898)		(7,393)
Financing activities:
Proceeds from the issuance of notes payable	—		952
Repayments of notes payable	(5,168)		(3,527)
Payments under equipment financing obligations	(92)		(87)
Payment of deferred financing and debt issuance costs	—		(20)
Proceeds from revolving credit facility	—		6,000
Repayment of revolving credit facility	—		(8,500)
Payment of contingent consideration	(180)		(310)
Proceeds from equity issuance	42		62
Purchase of treasury stock	(294)		(1,046)
Net cash used in financing activities	(5,692)		(6,476)
Net increase in cash and cash equivalents	24,954		8,355
Cash and cash equivalents at beginning of year	11,725		2,639
Cash and cash equivalents at end of period	$	36,679	$	10,994
Supplemental disclosure of cash flow information
Capitalized expenditures in accounts payable and accrued expenses	$	267	$	157

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

8

SMART SAND, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT PER SHARE DATA)

(UNAUDITED)

NOTE 1 — Organization and Nature of Business & Market Update

Organization and Nature of Business

The Company was incorporated in July 2011 and is headquartered in The Woodlands, Texas. The Company is a fully integrated frac sand supply and services company, offering complete mine to wellsite proppant supply, logistics and storage solutions. The Company is engaged in the excavation, processing and sale of sand, or proppant, for use in hydraulic fracturing operations for the oil and natural gas industry and offers proppant logistics and wellsite storage solutions through its SmartSystemsTM products and services.

The Company commenced mining operations at its Oakdale, Wisconsin facility in July 2012. Through multiple expansions at Oakdale and the acquisition in September 2020 of the Utica, Illinois mine and processing facilities, the Company has current annual processing capacity of approximately 7.1 million tons.

The Company provides complete logistics solutions through its frac sand facilities with access to three Class I rail lines and its in-basin unit train capable transloading terminal in Van Hook, North Dakota to service the Bakken Formation in the Williston Basin. In September 2021, the Company acquired the rights to construct and operate another transloading terminal in Waynesburg, Pennsylvania to service the Appalachian Basin, including the Marcellus and Utica Formations. The Company expects this terminal to become operational in the fourth quarter of 2021. These logistics solutions enable the Company to cost-effectively deliver products to its customers anywhere in the United States.

The Company provides proppant storage and management solutions through its SmartSystems products and services under which it offers various solutions that create efficiencies, flexibility, enhanced safety and reliability for customers by providing the capability to unload, store and deliver proppant at the wellsite, as well as the ability to rapidly set up, takedown and transport the entire system. The SmartDepotTM silo system includes passive and active dust suppression technology, along with the capability of a gravity-fed operation. The Company has developed a new transload technology, the self-contained SmartPathTM transloader, to complement its existing solutions. The SmartPath is a mobile sand transloading system designed to work with bottom dump trailers and features a drive over conveyor, surge bin, and dust collection system. Rapid deployment trailers are designed for quick setup, takedown and transportation of the entire SmartSystem, and they detach from the wellsite equipment, which allows for removal from the wellsite during operation.

NOTE 2 — Summary of Significant Accounting Policies

The information presented below supplements the complete description of our significant accounting policies disclosed in our 2020 Form 10-K, filed with the Securities and Exchange Commission (“SEC”) on March 3, 2021.

Basis of Presentation and Consolidation

The accompanying unaudited quarterly condensed consolidated financial statements (“interim statements”) of the Company are presented in accordance with the rules and regulations of the SEC for quarterly reports on Form 10-Q and therefore do not include all the information and notes required by GAAP. In the opinion of management, all adjustments and disclosures necessary for a fair presentation of these interim statements have been included. All adjustments are of a normal recurring nature. The results reported in these interim statements are not necessarily indicative of the results that may be reported for the entire year. The consolidated balance sheet as of December 31, 2020 was derived from the audited consolidated financial statements as of and for the year ended December 31, 2020. These interim statements should be read in conjunction with the Company’s consolidated financial statements for the year ended December 31, 2020.

Use of Estimates

The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Significant estimates used in the preparation of these financial statements include, but are not limited to: the sand reserves and their impact on calculating the depletion expense under the units-of-production method; the depreciation and amortization associated with property, plant and equipment and definite-lived intangible assets, impairment considerations of assets (including impairment of

9

SMART SAND, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT PER SHARE DATA)

(UNAUDITED)

identified intangible assets and other long-lived assets); estimated cost of future asset retirement obligations; fair value of acquired assets and assume liabilities; stock-based compensation; recoverability of deferred tax assets; inventory reserve; collectability of receivables; and certain liabilities.

Actual results could differ materially from management’s best estimates as additional information or actual results become available in the future. The decreased demand related to the coronavirus (“COVID-19”) pandemic caused dramatic swings in oil prices and significant volatility in the oilfield service sector since March 2020. The Company is currently unable to estimate the impact of these events on its future financial position and results of operations. Therefore, the Company can give no assurances that these events will not have a material adverse effect on its financial position or results of operations.

Employee Retention Credit

The Company qualified for federal government assistance through employee retention credit provisions of the Consolidated Appropriations Act of 2021. During the three and nine months ended September 30, 2021, the Company recorded $1,674 and $5,026, respectively, of employee retention credits in other income on its consolidated income statements and included in prepaid expenses and other current assets on the consolidated balance sheet as of September 30, 2021. The calculation of the credit is based on employees continued employment and represents a portion of the wages paid to them. For income tax purposes, the credit will result in decreased expense related to the wages it offsets in the period received.

Recent Accounting Pronouncements

In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326), which modifies how companies recognize expected credit losses on financial instruments and other commitments to extend credit held by an entity at each reporting date. Existing GAAP requires an “incurred loss” methodology whereby companies are prohibited from recording an expected loss until it is probable that the loss has been incurred. ASU 2016-13 requires companies to use a methodology that reflects current expected credit losses (“CECL”) and requires consideration of a broad range of reasonable and supportable information to record and report credit loss estimates, even when the CECL is remote. Companies will be required to record the allowance for credit losses and deduct that amount from the basis of the asset and a related expense will be recognized in selling, general and administrative expenses on the income statement, similar to bad debt expense under existing GAAP. There is much latitude given to entities in determining the methodology for calculating the CECL. The guidance is effective for the Company for financial statement periods beginning after December 15, 2022, although early adoption is permitted. While the Company is still in the process of evaluating the effects of ASU 2016-13 and its related updates on the consolidated financial statements, at the time of adoption, it believes the primary effect, if any will be an allowance recorded against its accounts and unbilled receivables on its balance sheet and related expense on its income statement. The Company cannot determine the financial impact on its consolidated financial statements upon adoption as its accounts and unbilled receivables balances are affected by ongoing transactions with customers.

NOTE 3 — Business Combination

Eagle Proppants Holdings

On September 18, 2020, the Company entered into an Equity Purchase and Sale Agreement (the “Purchase Agreement”) with Eagle Materials Inc., a Delaware corporation (“Eagle”), pursuant to which the Company acquired all of the issued and outstanding interests in Eagle Oil and Gas Proppants Holdings LLC, a Delaware limited liability company and wholly-owned subsidiary of Eagle (“Eagle Proppants Holdings”), from Eagle for aggregate non-cash consideration of approximately $2,080. In satisfaction of the purchase price, the Company issued to Eagle 1,504 shares of its common stock; the Company issued an additional 14 shares of its common stock in January 2021 as settlement of the net working capital adjustment. The number of

10

SMART SAND, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT PER SHARE DATA)

(UNAUDITED)

shares issued was determined by the weighted average trading price of the Company’s common stock over the twenty days preceding the date of the Purchase Agreement.

The primary assets of Eagle Proppants Holdings and its subsidiaries include a frac sand mine and related processing facility in Utica, Illinois and a transload facility in nearby Peru, Illinois. The Utica facility has approximately 1.6 million tons of annual processing capacity and has access to the BNSF rail line through the Peru, Illinois transload facility.

The table below presents the calculation of the total purchase consideration:

Base price consideration	$	2,000
20-day volume weighted average price of Smart Sand stock	$	1.33
Shares issued	1,504
Closing share price on September 18, 2020	$	1.37
Total equity issued	$	2,060
Net working capital adjustment	$	20
Total purchase consideration	$	2,080

The Company’s final allocation of the purchase price in connection with the acquisition was calculated as follows:

			Fair Value
Assets Acquired
	Cash		$	309
	Accounts receivable		75
	Inventory		2,459
	Prepaid expenses and other current assets		124
	Property, plant and equipment		60,310
	Right-of-use assets		9,603
		Total assets acquired	72,880
Liabilities Assumed
	Accounts payable		16
	Accrued expenses and other liabilities		2,008
	Asset retirement obligations		8,424
	Operating lease liabilities		9,603
	Deferred income taxes		11,149
		Total liabilities assumed	31,200
		Estimated fair value of net assets acquired	$	41,680

The estimated aggregate fair value of the net assets acquired was $41,680, which exceeded the total consideration and results in a bargain purchase gain of $39,600 on the acquisition date, which is included in net income for the year ended December 31, 2020. The Company believes that the seller wanted to exit the business relatively quickly and that there were a limited number of potential buyers due to the downturn in the market, which resulted in the bargain purchase gain.

The Company determined the fair values of the acquired assets and assumed liabilities based on the highest and best use of such assets as required by GAAP. Cash, accounts receivable, prepaid expenses and other current assets, accounts payable, accrued expenses and other liabilities were based on underlying assets and liabilities whose carrying value approximates fair value. The Company acquired $2,050 of contractual receivables; however, it does not expect to collect on $1,975 of such contractual receivables as these customers are in bankruptcy proceedings. The fair value of inventory was determined using market prices the Company expected to receive for the inventory when it is sold. Operating leases were considered to be at

11

SMART SAND, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT PER SHARE DATA)

(UNAUDITED)

market rates and the fair values of the associated operating lease liabilities and right-of-use assets were determined using the Company’s lease accounting policies. The fair value of the asset retirement obligations was calculated consistently with the Company’s other asset retirement obligations and includes assumptions about inflation and discount rates over time to represent the estimated future cost of dismantling, restoring and reclaiming the plant and mines in accordance with legal obligations. Deferred income taxes represent the temporary differences between future expenses for GAAP purposes and income tax purposes at the Company’s applicable enacted tax rate. The Company determined the fair values of the property, plant and equipment with the assistance of external valuation specialists. The fair value was based on the highest and best use, as required by GAAP, which was determined to be the orderly liquidation value rather than the value imputed by other valuation methods. Total acquisition costs incurred in the year ended December 31, 2020 were $891. The Company’s allocation of the purchase price was complete as of December 31, 2020.

NOTE 4 — Inventory

Inventory consisted of the following:

	September 30, 2021		December 31, 2020
Raw material	$	176	$	428
Work in progress	5,789		10,465
Finished goods	5,475		4,400
Spare parts	3,941		3,843
Total inventory	$	15,381	$	19,136

NOTE 5 — Property, Plant and Equipment, net

Net property, plant and equipment consisted of:

	September 30, 2021		December 31, 2020
Machinery, equipment and tooling	$	30,456	$	29,002
SmartSystems	27,159		22,352
Vehicles	3,014		2,893
Furniture and fixtures	1,326		1,302
Plant and building	199,958		199,867
Real estate properties	6,496		6,458
Railroad and sidings	27,703		27,703
Land and land improvements	33,155		33,040
Asset retirement obligation	20,730		19,993
Mineral properties	7,442		7,442
Deferred mining costs	2,455		2,123
Construction in progress	6,894		7,489
	366,788		359,664
Less: accumulated depreciation and depletion	103,669		84,988
Total property, plant and equipment, net	$	263,119	$	274,676

Depreciation expense was $6,111 and $5,328 for the three months ended September 30, 2021 and 2020, respectively, and $18,325 and $15,856 for the nine months ended September 30, 2021 and 2020, respectively.

12

SMART SAND, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT PER SHARE DATA)

(UNAUDITED)

NOTE 6 — Accrued and Other Expenses

Accrued and other expenses were comprised of the following:

	September 30, 2021		December 31, 2020
Employee related expenses	$	1,168	$	1,048
Accrued equipment	—		55
Accrued professional fees	980		1,129
Accrued royalties	2,380		2,624
Accrued freight and delivery charges	1,770		2,901
Accrued real estate tax	2,046		1,637
Accrued utilities	862		748
Sales tax liability	723		1,386
Other accrued liabilities	1,315		1,614
Total accrued liabilities	$	11,244	$	13,142

NOTE 7 — Debt

The current portion of long-term debt consists of the following:

	September 30, 2021		December 31, 2020
Oakdale Equipment Financing	$	3,760	$	3,600
Finance leases	120		123
Notes Payable	3,401		3,178
Long-term debt, net, current	$	7,281	$	6,901

Long-term debt, net of current portion consists of the following:

	September 30, 2021		December 31, 2020
ABL Credit Facility	$	—	$	—
Oakdale Equipment Financing, net	12,536		15,236
Finance Leases	263		351
Notes Payable	4,175		6,858
Long-term debt, net	$	16,974	$	22,445

13

SMART SAND, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT PER SHARE DATA)

(UNAUDITED)

The follow summarizes the maturity of our debt:

	ABL Credit Facility		Oakdale Equipment Financing		Notes Payable		Finance Leases		Total
Remainder of 2021	$	—	$	1,160	$	1,056	$	38	$	2,254
2022	—		4,638		3,387		137		8,162
2023	—		4,638		2,371		245		7,254
2024	—		6,888		807		—		7,695
2025	—		1,724		187		—		1,911
2026 and thereafter	—		—		355		—		355
Total minimum payments	—		19,048		8,163		420		27,631
Amount representing interest	—		(2,158)		(587)		(37)		(2,782)
Amount representing unamortized lender fees	—		(594)				—		(594)
Present value of payments							383
Less: current portion	—		(3,760)		(3,401)		(120)		(7,281)
Total long-term debt, net	$	—	$	12,536	$	4,175	$	263	$	16,974

ABL Credit Facility

On December 13, 2019, the Company entered into a $20,000 five-year senior secured asset-based credit facility with Jefferies Finance LLC. The available borrowing amount under the ABL Credit Facility as of September 30, 2021 was $17,764 and is based on the Company’s eligible accounts receivable and inventory, as described in the ABL Credit Agreement. As of September 30, 2021, there were no amounts outstanding under the ABL Credit Facility, $1,232 letters of credit and $16,532 was available to be drawn. As of September 30, 2021 and December 31, 2020, the Company was in compliance with all financial covenants.

Oakdale Equipment Financing

On December 13, 2019, the Company received net proceeds of $23,000 in an equipment financing arrangement with Nexseer. Substantially all of the Company’s mining and processing equipment at its Oakdale facility are pledged as collateral under the Oakdale Equipment Financing. The Oakdale Equipment Financing bears interest at a fixed rate of 5.79%.

Notes Payable

The Company has entered into various financing arrangements, primarily to finance its manufactured wellsite proppant storage solutions equipment. Upon completion of the equipment manufacturing, title to the subject equipment passes to the financial institutions as collateral. In June 2020, the Company executed a note payable to defer certain near-term minimum royalty payments. All notes payable bear interest at rates between 4.00% and 7.49%.

Acquisition Liquidity Support Facility

In connection with the Company’s acquisition of Eagle Proppants Holdings, the Company, as borrower, also entered into a Loan Agreement with Eagle, as lender, secured by certain property rights and assets of the acquired business, whereby the Company may draw loans in an aggregate amount up to $5,000 during the twelve month period ending September 18, 2021. This facility was terminated on September 20, 2021 and there were no borrowings under this facility.

14

SMART SAND, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT PER SHARE DATA)

(UNAUDITED)

NOTE 8 — Leases

Lessee

The operating and financing components of the Company’s right-of-use assets and lease liabilities on the consolidated balance sheet were as follows:

	Balance Sheet Location	September 30, 2021		December 31, 2020
Right-of-use assets
Operating	Operating right-of-use assets	$	29,478	$	32,099
Financing	Property, plant and equipment, net	262		373
Total right-of use assets		$	29,740	$	32,472
Lease liabilities
Operating	Operating lease liabilities, current and long-term portions	$	32,138	$	34,097
Financing	Long-term debt, current and long-term portions	383		474
Total lease liabilities		$	32,521	$	34,571

Operating lease costs are recorded as a single expense on the income statement and allocated to the right-of-use assets and the related lease liabilities as depreciation expense and interest expense, respectively. Lease cost recognized in the consolidated income statement for the three and nine months ended September 30, 2021 and 2020 was as follows:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
Finance lease cost
Amortization of right-of-use assets	$	35	$	35	$	105	$	104
Interest on lease liabilities	7		9		22		28
Operating lease cost	2,610		2,729		8,375		9,824
Short-term lease cost	86		4		120		238
Total lease cost	$	2,738	$	2,777	$	8,622	$	10,194

15

SMART SAND, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT PER SHARE DATA)

(UNAUDITED)

Other information related to the Company’s leasing activity for the three and nine months ended September 30, 2021 and 2020 is as follows:

	Nine months ended September 30,
	2021			2020
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows used for finance leases	$	22		$	28
Operating cash flows used for operating leases	$	7,680		$	9,158
Financing cash flows used for finance leases	$	92		$	85
Right-of-use assets obtained in exchange for new operating lease liabilities	$	4,401		$	13,936
Weighted average remaining lease term - finance leases	1.9 years			2.9 years
Weighted average discount rate - finance leases	6.60		%	6.60		%
Weighted average remaining lease term - operating leases	3.8 years			3.7 years
Weighted average discount rate - operating leases	5.81		%	5.71		%

Maturities of the Company’s lease liabilities as of September 30, 2021 are as follows:

	Operating Leases		Finance Leases		Total
Remainder of 2021	$	1,632	$	38	$	1,670
2022	9,857		137		9,994
2023	9,098		245		9,343
2024	7,519		—		7,519
2025	3,773		—		3,773
Thereafter	4,450		—		4,450
Total cash lease payments	36,329		420		36,749
Less: amounts representing interest	(4,191)		(37)		(4,228)
Total lease liabilities	$	32,138	$	383	$	32,521

NOTE 9 — Asset Retirement Obligation

The Company had a post-closure reclamation and site restoration obligation of $16,291 as of September 30, 2021. The following is a reconciliation of the total reclamation liability for asset retirement obligations.

Balance at December 31, 2020	$	14,996
Additions	737
Accretion expense	558
Balance at September 30, 2021	$	16,291

16

SMART SAND, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT PER SHARE DATA)

(UNAUDITED)

NOTE 10 — Revenue

Disaggregation of Revenue

The following table presents the Company’s revenues disaggregated by type and percentage of total revenues for the periods indicated.

	Three Months Ended September 30,								Nine Months Ended September 30,
	2021				2020				2021				2020
	Revenue		Percentage of Total Revenue		Revenue		Percentage of Total Revenue		Revenue		Percentage of Total Revenue		Revenue		Percentage of Total Revenue
Sand sales revenue	$	31,343	91	%	$	12,445	53	%	$	83,291	91	%	$	50,809	52	%
Shortfall revenue	2,680		8	%	6,842		29	%	4,421		5	%	22,148		23	%
Logistics revenue	456		1	%	4,122		18	%	3,856		4	%	24,046		25	%
Total revenue	$	34,479	100	%	$	23,409	100	%	$	91,568	100	%	$	97,003	100	%

The Company recorded $10,357 of deferred revenue on the balance sheet on December 31, 2020, of which $6,875 has been recognized in the nine months ended September 30, 2021. Of the remaining amount, the Company expects to recognize no more through December 31, 2021 and the remainder through 2023.

NOTE 11 — Earnings Per Share

Basic net (loss) income per share of common stock is computed by dividing net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period, excluding the dilutive effects of restricted stock. Diluted net (loss) income per share of common stock is computed by dividing the net (loss) income attributable to common stockholders by the sum of the weighted-average number of shares of common stock outstanding during the period plus the potential dilutive effects of restricted stock outstanding during the period calculated in accordance with the treasury stock method, although restricted stock is excluded if their effect is anti-dilutive. Because the impact of these items is anti-dilutive during periods of net loss, there was no difference between basic and diluted net loss per share of common stock for the three and nine months ended September 30, 2021. Because their effect would be anti-dilutive, 2,237 shares of common stock underlying equity-based awards were excluded from the calculation of diluted earnings per share for both three and nine months ended September 30, 2020. There is no reconciliation between weighted average common shares outstanding and diluted weighted average shares of common stock outstanding for any period presented.

NOTE 12 — Stock-Based Compensation

Equity Incentive Plan

In November 2016, in connection with its initial public offering, the Company adopted the 2016 Omnibus Incentive Plan (“2016 Plan”) which provides for the issuance of Awards (as defined in the 2016 Plan) of up to a maximum of 3,911 shares of the Company’s common stock to employees, non-employee members of the Company’s board of directors and consultants of the Company. On April 3, 2020, the Company’s board of directors adopted an amendment to the 2016 Plan to increase the available shares of common stock authorized for issuance by an additional 2,088 shares. On July 27, 2021, the Company’s board of directors authorized 231 shares currently held in treasury stock for issuance under the 2016 Plan. During the nine months ended September 30, 2021 and 2020, 1,982 and 0 shares of restricted stock were issued under the 2016 Plan, respectively. The grant date fair value per share of all the outstanding restricted stock was $2.44 - $7.79. The shares vest over one to four years from their respective grant dates. For equity awards issued under the 2016 Plan, the grant date fair value was either the actual market price of the Company’s shares or an adjusted price using a Monte Carlo simulation for awards subject to the Company’s performance as compared to a defined peer group. The Company recognized, in operating expenses and cost of goods sold on the condensed consolidated income statements, $879 and $941 of compensation expense for the restricted stock during the three months ended September 30, 2021 and 2020, respectively. The Company recognized, in operating

17

SMART SAND, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT PER SHARE DATA)

(UNAUDITED)

expenses and cost of goods sold on the condensed consolidated income statements, $2,131 and $2,910 of compensation expense for the restricted stock during the nine months ended September 30, 2021 and 2020, respectively. There is no impact to the cash flows of the Company related to stock-based compensation expense. At September 30, 2021, the Company had unrecognized compensation expense of $7,201 related to granted but unvested stock awards, which is to be recognized as follows:

Remainder of 2021	$	1,022
2022	2,632
2023	1,917
2024	1,158
2025	472
Total	$	7,201

The following table summarizes restricted stock activity under the Plans from December 31, 2020 through September 30, 2021:

	Number of Shares	Weighted Average
Unvested, December 31, 2020	1,886	$	5.14
Granted	1,982	$	2.88
Vested	(325)	$	8.31
Forfeited	(138)	$	6.26
Unvested, September 30, 2021	3,405	$	3.04

Employee Stock Purchase Plan

Shares of the Company’s common stock may be purchased by eligible employees under the Company’s 2016 Employee Stock Purchase Plan in six-month intervals at a purchase price equal to at least 85% of the lesser of the fair market value of the Company’s common stock on either the first day or the last day of each six-month offering period. Employee purchases may not exceed 20% of their gross compensation during an offering period.

NOTE 13 — Income Taxes

The Company calculates its interim income tax provision by estimating the annual expected effective tax rate and applying that rate to its ordinary year-to-date earnings or loss. In addition, the effect of changes in enacted tax laws, rates or tax status is recognized in the interim period in which the change occurs.

For the three months ended September 30, 2021 and 2020, the effective tax rate was approximately 2.3% and 5.1%, respectively, based on the annual effective tax rate net of discrete federal and state taxes. For the nine months ended September 30, 2021 and 2020, the effective tax rate was approximately 13.7% and 12.0%, respectively, based on the annual effective tax rate net of discrete federal and state taxes. For the three and nine months ended September 30, 2021 and 2020, the statutory tax rate was 21.0%. The computation of the effective tax rate includes modifications from the statutory rate such as income tax credits, tax depletion deduction, carrybacks, and state apportionment changes, among other items.

The Company has recorded a liability of $2,172 for uncertain tax positions included in deferred tax liabilities, long-term, net on its consolidated balance sheet as of September 30, 2021, related to its depletion deduction methodology, and a corresponding increase to the income tax expense on its condensed consolidated income statements. There was no liability for uncertain tax positions as of December 31, 2020.

As of September 30, 2021, the Company determine it is more likely than not that it will not be able to fully realize the benefits of certain existing deductible temporary differences and has recorded a valuation allowance against the deferred tax

18

SMART SAND, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT PER SHARE DATA)

(UNAUDITED)

liabilities, long-term, net on its consolidated balance sheet in the amount of $1,305, and a corresponding increase to the income tax expense on its condensed consolidated income statements.

The Company’s federal income tax returns subsequent to 2017 remain open to audit by taxing authorities. The Company has not been informed that its tax returns are the subject of any audit or investigation by taxing authorities.

NOTE 14 — Concentrations

As of September 30, 2021, two customers accounted for 55% of the Company’s total accounts receivable. As of December 31, 2020, 78% of the Company’s total accounts receivable balance was with one customer and was subject to ongoing litigation. The litigation was settled during the second quarter of 2021 as described in Note 15.

During the three months ended September 30, 2021, 50% of the Company’s revenues were earned from three customers. During the three months ended September 30, 2020, 85% of the Company’s revenues were earned from three customers. During the nine months ended September 30, 2021, 68% of the Company’s revenues were earned from four customers. During the nine months ended September 30, 2020, 69% of the Company’s revenues were earned from three customers.

As of September 30, 2021, one vendor accounted for 23% of the Company’s accounts payable.  As of December 31, 2020, three vendors accounted for 42% of the Company’s accounts payable.

During the three months ended September 30, 2021, one supplier accounted for 23% of the Company’s cost of goods sold. During the three months ended September 30, 2020, two suppliers accounted for 70% of the Company’s cost of goods sold. During the nine months ended September 30, 2021, one supplier accounted for 22% of the Company’s cost of goods sold. During the nine months ended September 30, 2020, two suppliers accounted for 64% of the Company’s cost of goods sold.

The Company’s primary product is Northern White frac sand and its mining operations are limited to Wisconsin and Illinois. There is a risk of loss if there are significant environmental, legal or economic changes to this geographic areas of our mines, the oil and natural gas producing basins they serve, or the transportation routes between them.

NOTE 15 — Commitments and Contingencies

Future Minimum Commitments

The Company is obligated under certain contracts for minimum payments for the right to use land for extractive activities, which is not within the scope of leases under ASC 842. Future minimum annual commitments under such contracts at September 30, 2021 are as follows:

Remainder of 2021	$	1,554
2022	2,467
2023	2,573
2024	2,469
2025	2,462
Thereafter	26,886
Total	$	38,411

Litigation

In addition to the matters described below, we may be subject to various legal proceedings, claims and governmental inspections, audits or investigations arising out of our operations in the normal course of business, which cover matters such as general commercial, governmental and trade regulations, product liability, environmental, intellectual property, employment

19

SMART SAND, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT PER SHARE DATA)

(UNAUDITED)

and other actions. Although the outcomes of these routine claims cannot be predicted with certainty, in the opinion of management, the ultimate resolution of these matters will not have a material adverse effect on our financial statements.

U.S. Well Services, LLC

On January 14, 2019, the Company, as plaintiff filed suit against U.S. Well Services, LLC (“defendant”), in the Superior Court of the State of Delaware in and for New Castle County (C.A. No. N19C-01-144-PRW [CCLD]) (the “Court”). In the suit, the Company alleged that defendant was in breach of contract for failure to pay amounts due and payable under a long-term take-or-pay Master Product Purchase Agreement and coterminous Railcar Usage Agreement. The trial took place in December 2020. On June 17, 2021, the Court issued an Order of Final Judgment (the “Order”) awarding $50,896 in damages to the Company. On June 28, 2021, the Company entered into a Settlement Agreement and Release (“Settlement Agreement”) with defendant, pursuant to which defendant paid to the Company a $35,000 cash payment, and defendant and the Company each agreed to withdraw appeals of certain rulings that they each filed after the Order was issued. The Company and defendant also entered into a two year Right of First Refusal Agreement covering all purchases of Northern White frac sand by defendant and its affiliates in the continental United States from January 1, 2022 through December 31, 2023. The Company recorded $19,592 as non-cash bad debt expense, which is the difference between the $54,592 accounts receivable balance that was under litigation and the cash received under the Settlement Agreement.

Bonds

The Company has performance bonds with various public and private entities regarding reclamation, permitting and maintenance of public roadways. Total aggregate principal amount of performance bonds outstanding as of September 30, 2021 was $9,478.

20

SMART SAND, INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

(UNAUDITED)

ITEM 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis summarizes the significant factors affecting the consolidated operating results, financial condition, liquidity and cash flows of the Company as of and for the periods presented below. The following discussion and analysis should be read in conjunction with our unaudited condensed consolidated financial statements and related information contained herein and our audited financial statements as of December 31, 2020 contained in our Annual Report on Form 10-K. We use contribution margin, EBITDA, Adjusted EBITDA and free cash flow herein as non-GAAP measures of our financial performance. For further discussion of contribution margin, EBITDA, Adjusted EBITDA and free cash flow, see the section entitled “Non-GAAP Financial Measures.” We define various terms to simplify the presentation of information in this Quarterly Report on Form 10-Q (this “Report”). All share amounts are presented in thousands.

Forward-Looking Statements

This discussion contains forward-looking statements that are based on the beliefs of our management, as well as assumptions made by, and information currently available to our management. Actual results could differ materially from those discussed in or implied by forward-looking statements as a result of various factors, including those discussed herein and in the section entitled “Risk Factors” in our Form 10-K for the year ended December 31, 2020. Our estimates and forward-looking statements are primarily based on our current expectations and estimates of future events and trends, which affect or may affect our business and operations. Although we believe that these estimates and forward-looking statements are based upon reasonable assumptions, they are subject to several risks and uncertainties and are made in light of information currently available to us. Important factors, in addition to the factors described in this Report, may adversely affect our results as indicated in forward-looking statements. You should read this Report and the documents that we have filed as exhibits hereto completely and with the understanding that our actual future results may be materially different from what we expect. The words “may,” “will,” “should,” “could,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “intend,” “potential,” “might,” “would,” “continue” or the negative of these terms or other comparable terminology and similar words are intended to identify estimates and forward-looking statements. Estimates and forward-looking statements speak only as of the date they were made, and, except to the extent required by law, we undertake no obligation to update, to revise or to review any estimate and/or forward-looking statement because of new information, future events or other factors. Estimates and forward-looking statements involve risks and uncertainties and are not guarantees of future performance. As a result of the risks and uncertainties described above, the estimates and forward-looking statements discussed in this Report might not occur and our future results, level of activity, performance or achievements may differ materially from those expressed in these forward-looking statements due to, including, but not limited to, the factors mentioned above, and the differences may be material and adverse. Because of these uncertainties, you should not place undue reliance on these forward-looking statements.

Overview 

The Company

We are a fully integrated frac sand supply and services company, offering complete mine to wellsite proppant supply and logistics solutions to our customers. We produce low-cost, high quality Northern White frac sand, which is a premium proppant used to enhance hydrocarbon recovery rates in the hydraulic fracturing of oil and natural gas wells. We also offer proppant logistics solutions to our customers through our in-basin transloading terminal and our SmartSystemsTM wellsite proppant storage capabilities. We market our products and services, as one operating segment, primarily to oil and natural gas exploration and production companies and oilfield service companies. We sell our sand under a combination of contract and spot sales in the open market, and provide wellsite proppant storage solutions services and equipment under flexible contract terms custom tailored to meet the needs of our customers. We believe that, among other things, the size and favorable geologic characteristics of our sand reserves, the strategic location and logistical advantages of our facilities, our proprietary SmartDepotTM portable wellsite proppant storage silos, SmartPathTM transloader, and the industry experience of our senior management team make us as a highly attractive provider of frac sand and proppant logistics services from the mine to the wellsite.

We incorporated in Delaware in July 2011 and began operations with 1.1 million tons of annual processing capacity in July 2012. After several expansions and an acquisition, our current operational annual processing capacity is approximately 7.1 million tons of frac sand. Our mine and related processing facility near Oakdale, Wisconsin, at which we have approximately

21

SMART SAND, INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

(UNAUDITED)

315 million tons of proven recoverable sand reserves as of December 31, 2020, has approximately 5.5 million tons of annual processing capacity. This integrated facility, with on-site rail infrastructure and wet and dry sand processing facilities, has onsite access to the Canadian Pacific Class I rail line and access to the Union Pacific Class I rail line through the Byron, Wisconsin transload facility located nearby. Our mine and processing facility in Utica, Illinois, has approximately 130 million tons of proven and probable sand reserves as of December 31, 2020, and has approximately 1.6 million tons of annual processing capacity. This facility has access to the BNSF Class I rail line through the Peru, Illinois transload facility located nearby. We began operating the Utica, Illinois mine and Peru, Illinois transload facility in October 2020.

We operate a unit train capable transloading terminal in Van Hook, North Dakota to service the Bakken Formation in the Williston Basin. We operate this terminal under a long-term agreement with Canadian Pacific Railway to service the Van Hook terminal directly along with the other key oil and natural gas exploration and production basins of North America. In September 2021, we acquired the rights to construct and operate an additional transloading terminal in Waynesburg, Pennsylvania to service the Appalachian Basin, including the Marcellus and Utica Formations. We expect this terminal to become operational in the fourth quarter of 2021. These terminals allow us to offer more efficient delivery options to our customers.

We also offer to our customers portable wellsite proppant storage and management solutions through our SmartSystems products and services. Our SmartSystems provide our customers with the capability to unload, store and deliver proppant at the wellsite, as well as the ability to rapidly set up, takedown and transport the entire system. This capability creates efficiencies, flexibility, enhanced safety and reliability for customers. Through our SmartSystems wellsite proppant storage solutions, we offer the SmartDepot and SmartDepotXL™ silo systems, SmartPath transloader, and our rapid deployment trailers. Our SmartDepot silos include passive and active dust suppression technology, along with the capability of a gravity-fed operation. Our self-contained SmartPath transloader is a mobile sand transloading system designed to work with bottom dump trailers and features a drive over conveyor, surge bin, and dust collection system, and we believe the system has the ability to keep up with any hydraulic fracturing operation. Our rapid deployment trailers are designed for quick setup, takedown and transportation of the entire SmartSystem, and detach from the wellsite equipment, which allows for removal from the wellsite during operation. We have also developed a proprietary software program, the SmartSystem Tracker™, which allows our SmartSystems customers to monitor silo-specific information, including location, proppant type and proppant inventory.

Business Combination

On September 18, 2020, we acquired Eagle Oil and Gas Proppants Holdings LLC (“Eagle Proppants Holdings”), for aggregate consideration of approximately $2.1 million. The estimated aggregate fair value of the net assets acquired was $41.7 million, which exceeded the total consideration and resulted in a bargain purchase gain of $39.6 million on the acquisition date.

The Utica, Illinois mining and processing assets were idle at the date of acquisition; we started mining and selling sand out of this location in the fourth quarter of 2020.

Market Trends

Our historical results of operations and cash flows are not indicative of results of operations and cash flows to be expected in the future.

In recent years, the increasing supply of sand, particularly in-basin sand, relative to demand, has led to a continued depression of frac sand prices. During most of 2020, demand for frac sand declined significantly as a result of decreased demand for oil and natural gas as a result of the ongoing effects of the coronavirus (“COVID-19”) pandemic, which caused a global decrease in all means of travel, the closure of borders between countries and a general slowing of economic activity worldwide. Activity in the oil and gas industry began to rebound in the fourth quarter of 2020 and through the nine months ended September 2021 as the global distribution of COVID-19 vaccines ramped up and travel restrictions lessened. We have seen an increase in the volume of sand sold since the global economy began reopening, however the prices of frac sand have continued to be depressed due to overbuilt capacity and we cannot predict when frac sand prices will increase or stabilize.

Northern White frac sand, which is found predominantly in Wisconsin and limited portions of Minnesota, Illinois, and Missouri, is considered a premium proppant due to its favorable physical characteristics. While we anticipate that regional sand will continue to affect the demand for Northern White sand in some of the oil and natural gas producing basins in which we operate, we believe there will continue to be demand for our high-quality Northern White frac sand. In particular, we believe

22

SMART SAND, INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

(UNAUDITED)

that Northern White frac sand has logistical advantages in the Marcellus, Bakken, and western basins of Colorado and Wyoming. We expect demand for our frac sand to continue to be supported by customers who are focused on long-term well performance and ultimate recovery of reserves from the oil and natural gas wells they are completing as well as those interested in the efficiency of their logistics supply chain and delivery of sand to the wellsite. Additionally, we believe market trends continue to support increased proppant usage per well drilled due to operator focus on well efficiencies through increasing lengths of drilling laterals, use of simul-fracking techniques and other well enhancement strategies. Finally, we believe that the adoption of our SmartSystems in the marketplace, which has a smaller footprint on customer sites than other solutions, will allow us to sell more sand when packaged with our last mile solutions.

23

SMART SAND, INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

(UNAUDITED)

GAAP Results of Operations

Three Months Ended September 30, 2021 Compared to Three Months Ended September 30, 2020

The following table summarizes our revenue and expenses for the periods indicated.

	Three Months Ended September 30,				Change
	2021		2020		Dollars		Percentage
Revenues:
Sand sales revenue	$	31,343	$	12,445	$	18,898	152	%
Shortfall revenue	2,680		6,842		(4,162)		(61)	%
Logistics revenue	456		4,122		(3,666)		(89)	%
Total revenue	34,479		23,409		11,070		47	%
Cost of goods sold	36,526		18,227		18,299		100	%
Gross profit	(2,047)		5,182		(7,229)		(140)	%
Operating expenses:
Salaries, benefits and payroll taxes	2,490		2,058		432		21	%
Depreciation and amortization	352		440		(88)		(20)	%
Selling, general and administrative	3,867		3,933		(66)		(2)	%
Total operating expenses	6,709		6,431		278		4	%
Operating (loss) income	(8,756)		(1,249)		(7,507)		601	%
Other income (expenses):
Gain on bargain purchase	—		39,889		(39,889)		Not meaningful
Interest expense, net	(467)		(497)		30		(6)	%
Other income	1,792		80		1,712		2,140	%
Total other (expenses) income, net	1,325		39,472		(38,147)		(97)	%
(Loss) income before income tax (benefit) expense	(7,431)		38,223		(45,654)		(119)	%
Income tax (benefit) expense	(169)		1,941		(2,110)		(109)	%
Net (loss) income	$	(7,262)	$	36,282	$	(43,544)	(120)	%

Revenues

Revenues were $34.5 million for the three months ended September 30, 2021, during which time we sold approximately 790,000 tons of sand. Revenues for the three months ended September 30, 2020 were $23.4 million, during which time we sold approximately 309,000 tons of sand. The key factors contributing to the increase in revenues for the three months ended September 30, 2021 as compared to the three months ended September 30, 2020 were as follows:

•Sand sales revenue increased from $12.4 million for the three months ended September 30, 2020 to $31.3 million for the three months ended September 30, 2021 as a result of higher total volumes sold. The volumes sold during the third quarter of 2020 were negatively impacted by depressed oil prices driven by oversupply relative to the decreased demand due to the COVID-19 coronavirus pandemic.

•We had $2.7 million contractual shortfall revenue for the three months ended September 30, 2021 compared to $6.8 million of contractual shortfall revenue for the three months ended September 30, 2020. Our customer contracts

24

SMART SAND, INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

(UNAUDITED)

dictate whether shortfall is earned quarterly or at the end of their respective contract year. We recognize revenue to the extent of the unfulfilled minimum contracted quantity at the shortfall price per ton as stated in the contract.

•Logistics revenue, which includes freight for certain mine gate sand sales, railcar usage, logistics services, and SmartSystems rentals, was approximately $0.5 million for the three months ended September 30, 2021 compared to $4.1 million for the three months ended September 30, 2020. The decrease in logistics revenue was due to the shift from mine gate sales to in-basin sales, which include transportation and any other handling services.

Cost of Goods Sold

Cost of goods sold was $36.5 million and $18.2 million for the three months ended September 30, 2021 and 2020, respectively. The increase was primarily due to higher volumes sold and increased freight cost due to the shift of sales to more in-basin deliveries. In 2020, headcount reductions and other cost savings measures were implemented as a result of the onset of COVID-19. Headcount has since increased to support the increased sales activity, though we remain focused on other cost-saving measures.

Gross Profit

Gross profit was $(2.0) million for the three months ended September 30, 2021, compared to $5.2 million for the three months ended September 30, 2020. The decline in profitability for the three months ended September 30, 2021 as compared to the three months ended September 30, 2020 was primarily due to decreased shortfall revenue and lower average sales price relative to our cost to produce and deliver sand to our customers.

Operating Expenses

Operating expenses were $6.7 million for the three months ended September 30, 2021 as compared to $6.4 million for the three months ended September 30, 2020. Salaries, benefits and payroll taxes were $2.5 million for the three months ended September 30, 2021 as compared to $2.1 million for the three months ended September 30, 2020. Depreciation and amortization was also relatively consistent at $0.4 million for the three months ended September 30, 2021 and 2020. Selling, general and administrative expenses remained consistent at $3.9 million for the three months ended September 30, 2020 and $3.9 million for the three months ended September 30, 2021.

Other Income

We qualified for federal government assistance through employee retention credit provisions of the Consolidated Appropriations Act of 2021. During the three months ended September 30, 2021, the Company recorded $1.7 million of employee retention credits. The calculation of the credit is based on employees continued employment and represents a portion of the wages paid to them. For income tax purposes, the credit will result in decreased expense related to the wages it offsets in the period received. There was a change in existing legislation and we do not expect to continue to qualify for the employee retention credit in the fourth quarter of 2021.

Interest Expense

We incurred $0.5 million of net interest expense for each of the three months ended September 30, 2021 and 2020, respectively. We continue to reduce debt levels and decrease interest expense through scheduled amortizing payments.

Income Tax Expense

For the three months ended September 30, 2021 and 2020, our effective tax rate was approximately 2.3% and 5.1%, respectively, based on the annual effective tax rate net of discrete federal and state taxes. The computation of the effective tax rate includes modifications from the statutory rate such as income tax credits, tax depletion deduction, carrybacks, and state apportionment changes, among other items.

As of September 30, 2021, we have recorded $2.2 million of uncertain tax positions included in deferred tax liabilities, long-term, net on our balance sheet, related to our depletion deduction methodology. As of September 30, 2021, we have determined it is more likely than not that it will not be able to fully realize the benefits of certain existing deductible temporary differences and have recorded a valuation allowance against the deferred tax liabilities, long-term, net on our balance sheet in

25

SMART SAND, INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

(UNAUDITED)

the amount of $1.3 million, and a corresponding increase to the income tax expense on our condensed consolidated income statements.

Net (Loss) Income

Net loss was $(7.3) million for the three months ended September 30, 2021 as compared to net income of $36.3 million for the three months ended September 30, 2020. The net loss for the three months ended September 30, 2021 is primarily attributable to continued low average selling prices relative to our cost to produce and deliver products to our customers. Net income for the three months ended September 30, 2020 was primarily due to the gain on bargain purchase related to our acquisition of Eagle Proppants Holdings.

Nine Months Ended September 30, 2021 Compared to Nine Months Ended September 30, 2020

The following table summarizes our revenue and expenses for the periods indicated.

	Nine Months Ended September 30,				Change
	2021		2020		Dollars		Percentage
	(in thousands)
Revenues:
Sand sales revenue	$	83,291	$	50,809	32,482		64	%
Shortfall revenue	4,421		22,148		(17,727)		(80)	%
Logistics revenue	3,856		24,046		(20,190)		(84)	%
Total revenue	91,568		97,003		(5,435)		(6)	%
Cost of goods sold	100,952		71,221		29,731		42	%
Gross profit	(9,384)		25,782		(35,166)		(136)	%
Operating expenses:
Salaries, benefits and payroll taxes	7,150		7,115		35		—	%
Depreciation and amortization	1,490		1,354		136		10	%
Selling, general and administrative	10,876		10,393		483		5	%
Bad debt expense	19,592		—		19,592		Not meaningful
Change in the estimated fair value of contingent consideration	—		(1,020)		1,020		(100)	%
Total operating expenses	39,108		17,842		21,266		119	%
Operating (loss) income	(48,492)		7,940		(56,432)		(711)	%
Other income (expenses):
Gain on bargain purchase	—		39,889		(39,889)		Not meaningful
Interest expense, net	(1,527)		(1,576)		49		(3)	%
Other income	5,457		162		5,295		3,269	%
Total other (expenses) income, net	3,930		38,475		(34,545)		(90)	%
(Loss) income before income tax (benefit) expense	(44,562)		46,415		(90,977)		(196)	%
Income tax (benefit) expense	(6,121)		5,576		(11,697)		(210)	%
Net (loss) income	$	(38,441)	$	40,839	$	(79,280)	(194)	%

Revenues

Revenues were $91.6 million for the nine months ended September 30, 2021, during which time we sold approximately 2,317,000 tons of sand. Revenues for the nine months ended September 30, 2020 were $97.0 million, during which time we sold approximately 1,273,000 tons of sand. The key factors contributing to the decrease in revenues for the nine months ended September 30, 2021 as compared to the nine months ended September 30, 2020 were as follows:

26

SMART SAND, INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

(UNAUDITED)

•Sand sales revenue increased from $50.8 million for the nine months ended September 30, 2020 to $83.3 million for the nine months ended September 30, 2021 as a result of higher total volumes sold, partially offset by lower prices compared to the prior period. The volumes sold during the third quarter of 2020 were negatively impacted by depressed oil prices driven by the oversupply caused by decreased demand due to the COVID-19 pandemic.

•We had $4.4 million of contractual shortfall revenue for the nine months ended September 30, 2021 compared to $22.1 million of contractual shortfall revenue for the nine months ended September 30, 2020. Our customer contracts dictate whether shortfall is earned quarterly or at the end of their respective contract year. We recognize revenue to the extent of the unfulfilled minimum contracted quantity at the shortfall price per ton as stated in the contract.

•Logistics revenue, which includes freight for certain mine gate sand sales, railcar usage, logistics services, and SmartSystems rentals, was approximately $3.9 million for the nine months ended September 30, 2021 compared to $24.0 million for the nine months ended September 30, 2020. The decrease in logistics revenue was due to the shift from mine gate sales to in-basin sales, which include transportation and any other handling services.

Cost of Goods Sold

Cost of goods sold was $101.0 million and $71.2 million for the nine months ended September 30, 2021 and September 30, 2020, respectively. The increase was primarily due to higher volumes sold and increased freight cost due to the shift of sales to more in-basin deliveries. During 2020, headcount reductions and other cost savings measures were implemented as a result of the onset of COVID-19. Headcount has increased in the first nine months of 2021 to support increased sales activity, though we remain focused on other cost-saving measures.

Gross Profit

Gross profit was $(9.4) million and $25.8 million for the nine months ended September 30, 2021 and September 30, 2020, respectively. The decline in profitability for the nine months ended September 30, 2021 as compared to the nine months ended September 30, 2020 was primarily due to decreased shortfall revenue and low average sales price of our sand relative to the cost to produce and deliver products to our customers.

Operating Expenses

Operating expenses were $39.1 million and $17.8 million for the nine months ended September 30, 2021 and September 30, 2020, respectively. We recorded $19.6 million as non-cash bad debt expense, which is the difference between the $54.6 million accounts receivable balance that was subject to litigation and the $35.0 million cash payment received under the Settlement Agreement. Salaries, benefits and payroll taxes increased to $7.2 million for the three months ended September 30, 2021 as compared to $7.1 million for the nine months ended September 30, 2020. Depreciation and amortization increased slightly from $1.4 million for the nine months ended September 30, 2020 to $1.5 million for the nine months ended September 30, 2021. Selling, general and administrative expenses were $10.9 million for the nine months ended September 30, 2021 compared to $10.4 million for the nine months ended September 30, 2020. The nine months ended September 30, 2020 included a $1.0 million gain on contingent consideration.

Other Income

We qualified for federal government assistance through employee retention credit provisions of the Consolidated Appropriations Act of 2021. During the nine months ended September 30, 2021, the Company recorded $5.0 million of employee retention credits. The calculation of the credit is based on employees’ continued employment and represents a portion of the wages paid to them. For income tax purposes, the credit will result in decreased expense related to the wages it offsets in the period received. Unless there is a change in existing legislation, we expect to continue to qualify for the employee retention credit for approximately $1.7 million for the fourth quarter of 2021.

Interest Expense

We incurred $1.5 million and $1.6 million of net interest expense for the nine months ended September 30, 2021 and September 30, 2020, respectively. We continue to reduce debt levels and decrease interest expense through scheduled amortizing payments.

27

SMART SAND, INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

(UNAUDITED)

Income Tax (Benefit) Expense

For the nine months ended September 30, 2021 and September 30, 2020, our effective tax rate was approximately 13.7% and 12.0%, respectively, based on the annual effective tax rate net of discrete federal and state taxes. The computation of the effective tax rate includes modifications from the statutory rate such as income tax credits, tax depletion deduction, carrybacks, and state apportionment changes, among other items.

As of September 30, 2021, we have recorded $2.2 million of uncertain tax positions included in deferred tax liabilities, long-term, net on our balance sheet, related to our depletion deduction methodology. As of September 30, 2021, we determined it is more likely than not that it will not be able to fully realize the benefits of certain existing deductible temporary differences and have recorded a valuation allowance against the deferred tax liabilities, long-term, net on our balance sheet in the amount of $1.3 million, and a corresponding increase to the income tax expense on our condensed consolidated income statements.

Net (Loss) Income

Net loss was $(38.4) million for the nine months ended September 30, 2021 as compared to the net income of $40.8 million for the nine months ended September 30, 2020. The difference was primarily due to non-cash bad debt expense recorded against the residual balance of accounts receivable that were previously the subject of litigation recorded in 2021 combined with lower average sale prices per ton of our sand, substantially lower shortfall revenue in the current period, and the gain on bargain purchase related to our acquisition of Eagle Proppants Holdings in September 2020.

Non-GAAP Financial Measures

Contribution margin, EBITDA, Adjusted EBITDA and free cash flow are not financial measures presented in accordance with GAAP. We believe that the presentation of these non-GAAP financial measures will provide useful information to investors in assessing our financial condition and results of operations. Gross profit is the GAAP measure most directly comparable to contribution margin, net income is the GAAP measure most directly comparable to EBITDA and Adjusted EBITDA and net cash provided by operating activities is the GAAP measure most directly comparable to free cash flow. Our non-GAAP financial measures should not be considered as alternatives to the most directly comparable GAAP financial measures. Each of these non-GAAP financial measures has important limitations as analytical tools because they exclude some but not all items that affect the most directly comparable GAAP financial measures. You should not consider contribution margin, EBITDA, Adjusted EBITDA or free cash flow in isolation or as substitutes for an analysis of our results as reported under GAAP. Because contribution margin, EBITDA, Adjusted EBITDA and free cash flow may be defined differently by other companies in our industry, our definitions of these non-GAAP financial measures may not be comparable to similarly titled measures of other companies, thereby diminishing their utility.

Contribution Margin

We use contribution margin, which we define as total revenues less cost of goods sold excluding depreciation, depletion and accretion of asset retirement obligations, to measure our financial and operating performance. Contribution margin excludes other operating expenses and income, including costs not directly associated with the operations of our business such as accounting, human resources, information technology, legal, sales and other administrative activities. 

We believe that reporting contribution margin and contribution margin per ton sold provides useful performance metrics to management and external users of our financial statements, such as investors and commercial banks, because these metrics provide an operating and financial measure of our ability, as a combined business, to generate margin in excess of our operating cost base.

Gross profit is the GAAP measure most directly comparable to contribution margin. Contribution margin should not be considered an alternative to gross profit presented in accordance with GAAP. Since contribution margin may be defined differently by other companies in our industry, our definition of contribution margin may not be comparable to similarly titled measures of other companies, thereby diminishing its utility. The following table presents a reconciliation of contribution

28

SMART SAND, INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

(UNAUDITED)

margin to gross profit.

	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
	(in thousands, except per ton amounts)
Revenue	$	34,479	$	23,409	$	91,568	$	97,003
Cost of goods sold	36,526		18,227		100,952		71,221
Gross profit	(2,047)		5,182		(9,384)		25,782
Depreciation, depletion, and accretion of asset retirement obligations	6,145		5,177		18,009		15,351
Contribution margin	$	4,098	$	10,359	$	8,625	$	41,133
Contribution margin per ton	$	5.19	$	33.52	$	3.72	$	32.31
Total tons sold	790		309		2,317		1,273

Contribution margin was $4.1 million and $10.4 million, or $5.19 and $33.52 per ton sold, for the three months ended September 30, 2021 and 2020, respectively. The decrease in contribution margin and contribution margin per ton was due primarily to $4.2 million higher shortfall revenue in the prior period and low average sale price relative to our cost to produce and deliver sand to our customers in the current period.

Contribution margin was $8.6 million and $41.1 million, or $3.72 and $32.31 per ton sold, for the nine months ended September 30, 2021 and 2020, respectively. The decrease in overall contribution margin and contribution margin per ton was due primarily to $17.7 million higher shortfall revenue in the prior period and low average sale price relative to our cost to produce and deliver sand to our customers in the current period.

EBITDA and Adjusted EBITDA 

We define EBITDA as net income, plus: (i) depreciation, depletion and amortization expense; (ii) income tax expense (benefit); (iii) interest expense; and (iv) franchise taxes. We define Adjusted EBITDA as EBITDA, plus: (i) gain or loss on sale of fixed assets or discontinued operations; (ii) integration and transition costs associated with specified transactions; (iii) equity compensation; (iv) acquisition and development costs; (v) non-recurring cash charges related to restructuring, retention and other similar actions; (vi) earn-out, contingent consideration obligations and other acquisition and development costs; and (vii) non-cash charges and unusual or non-recurring charges. Adjusted EBITDA is used as a supplemental financial measure by management and by external users of our financial statements, such as investors and commercial banks, to assess:

•the financial performance of our assets without regard to the impact of financing methods, capital structure or historical cost basis of our assets;

•the viability of capital expenditure projects and the overall rates of return on alternative investment opportunities;

•our ability to incur and service debt and fund capital expenditures;

•our operating performance as compared to those of other companies in our industry without regard to the impact of financing methods or capital structure; and

•our debt covenant compliance, as Adjusted EBITDA is a key component of critical covenants to the ABL Credit Facility.

29

SMART SAND, INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

(UNAUDITED)

We believe that our presentation of EBITDA and Adjusted EBITDA will provide useful information to investors in assessing our financial condition and results of operations. Net income is the GAAP measure most directly comparable to EBITDA and Adjusted EBITDA. EBITDA and Adjusted EBITDA should not be considered alternatives to net income presented in accordance with GAAP. Because EBITDA and Adjusted EBITDA may be defined differently by other companies in our industry, our definitions of EBITDA and Adjusted EBITDA may not be comparable to similarly titled measures of other companies, thereby diminishing their utility. The following table presents a reconciliation of EBITDA and Adjusted EBITDA to net income for each of the periods indicated.

	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
	(in thousands)
Net (loss) income	$	(7,262)	$	36,282	$	(38,441)	$	40,839
Depreciation, depletion and amortization	6,165		5,529		18,941		16,466
Income tax (benefit) expense	(169)		1,941		(6,121)		5,576
Interest expense	484		506		1,554		1,605
Franchise taxes	42		63		237		212
EBITDA	$	(740)	$	44,321	$	(23,830)	$	64,698
Loss on sale of fixed assets	281		(27)		223		248
Equity compensation (1)	784		832		2,050		2,600
Employee retention credit (2)	(1,674)		—		(5,026)		—
Acquisition and development costs (3)	—		823		17		145
Gain on bargain purchase	—		(39,889)		—		(39,889)
Cash charges related to restructuring and retention of employees	8		—		9		82
Accretion of asset retirement obligations	332		88		558		239
Adjusted EBITDA	$	(1,009)	$	6,148	$	(25,999)	$	28,123

(1)Represents the non-cash expenses for stock-based awards issued to our employees and employee stock purchase plan compensation expense.

(2)Employee retention credit is part of the Consolidated Appropriations Act of 2021 and is recorded in other income on the income statements for the three and nine months ended September 30, 2021.

(3)The three and nine months ended September 30, 2020 include acquisition cost of $817 and $875, respectively. The nine months ended September 2020 was offset by $1,020 fair value adjustment of contingent consideration.

____________________

Adjusted EBITDA was $(1.0) million for the three months ended September 30, 2021 compared to $6.1 million for the three months ended September 30, 2020. The decrease in Adjusted EBITDA was primarily due to $4.2 million less shortfall revenue in the current period and low average sale prices of our sand relative to the cost to produce and deliver it despite having higher overall volumes in the current period.

Adjusted EBITDA was $(26.0) million for the nine months ended September 30, 2021 compared to $28.1 million for the nine months ended September 30, 2020. The decrease in Adjusted EBITDA was primarily due to $19.6 million of non-cash bad debt expense in the current period related to collecting less than the amount recorded as a receivable from the settlement of litigation, $17.7 million less shortfall revenue in the current period and lower average sale prices of our sand relative to the cost to produce and deliver products to our customers despite having higher overall volumes in the current period.

Free Cash Flow

Free cash flow, which we define as net cash provided by operating activities less purchases of property, plant and equipment, is used as a supplemental financial measure by our management and by external users of our financial statements, such as investors and commercial banks, to measure the liquidity of our business.

30

SMART SAND, INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

(UNAUDITED)

Net cash provided by operating activities is the GAAP measure most directly comparable to free cash flows. Free cash flows should not be considered an alternative to net cash provided by operating activities presented in accordance with GAAP. Because free cash flows may be defined differently by other companies in our industry, our definition of free cash flows may not be comparable to similarly titled measures of other companies, thereby diminishing its utility. The following table presents a reconciliation of free cash flows to net cash provided by operating activities.

	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
	(in thousands, except per ton amounts)
Net cash provided by operating activities	$	1,064	$	(3,618)	$	37,544	$	22,224
Purchases of property, plant and equipment	(1,933)		(1,021)		(6,976)		(7,393)
Free cash flow	$	(869)	$	(4,639)	$	30,568	$	14,831

Free cash flow was $(0.9) million for the three months ended September 30, 2021 compared to $(4.6) million for the three months ended September 30, 2020. The increase in free cash flow was primarily attributable to cash collections from higher sand volumes sold to customers, offset by lower average sale prices of our sand recognized in the three months ended September 30, 2021 compared to the three months ended September 30, 2020.

Free cash flow was $30.6 million for the nine months ended September 30, 2021 compared to $14.8 million for the nine months ended September 30, 2020. The increase in free cash flow was primarily attributable to cash collections from higher sand volumes sold to customers, including the $35.0 million cash payment received under the Settlement Agreement, offset by lower average sale prices of our sand recognized in the nine months ended September 30, 2021 compared to the nine months ended September 30, 2020. Capital expenditures for the nine months ended September 30, 2021, compared to the same period in 2020, were lower as we continue to focus on maintaining positive cash flow.

Liquidity and Capital Resources

Our primary sources of liquidity are cash flow generated from operations and availability under our ABL Credit Facility and other equipment financing sources. As of September 30, 2021, cash on hand was $36.7 million and we had $16.5 million in undrawn availability on our ABL Credit Facility.

Based on our balance sheet, cash flows, current market conditions, and information available to us at this time, we believe that we have sufficient liquidity and other available capital resources, to meet our cash needs for the next twelve months, including continued investment in our SmartSystems wellsite proppant storage solutions, completion of our new Waynesburg terminal to service the Marcellus and other capital projects.

Working Capital

Working capital is a measure of our ability to pay our liabilities as they become due. The following table presents the components of our working capital as of September 30, 2021 compared to December 31, 2020.

	September 30, 2021		December 31, 2020
	(in thousands)
Total current assets	$	82,666	$	112,086
Total current liabilities	39,989		37,263
Working capital	$	42,677	$	74,823

31

SMART SAND, INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

(UNAUDITED)

Our working capital was $42.7 million at September 30, 2021 compared to $74.8 million at December 31, 2020.  The decrease in working capital was primarily due to the removal of $19.6 million of accounts receivable to non-cash bad debt expense, related to collecting less than the amount recorded as a receivable from the settlement of litigation, reduced inventory levels related to the increased sales volume activity in 2021 and a decline in profitability as frac sand prices continue to be depressed as a result of oversupply. As of December 31, 2020, $54.6 million of accounts receivable was attributable to U.S. Well and subject to ongoing litigation. The Company settled the litigation for a $35.0 million cash payment, which was collected during the second quarter of 2021.

Summary Cash Flows for the Nine Months Ended September 30, 2021 and September 30, 2020:

	Nine Months Ended September 30,
	2021	2020
	(in thousands)
Net cash provided by operating activities	37,544	22,224
Net cash used in investing activities	(6,898)	(7,393)
Net cash used in financing activities	(5,692)	(6,476)

Net Cash Provided by Operating Activities

Net cash provided by operating activities was $37.5 million for the nine months ended September 30, 2021, which included net loss of $(38.4) million, net non-cash items of $34.2 million, the $35.0 million cash payment received under the Settlement Agreement, and a decrease of $6.8 million in other operating assets and liabilities.

Net cash provided by operating activities was $22.2 million for the nine months ended September 30, 2020, which included net income of $40.8 million, non-cash expenses of $(20.2) million, and $1.6 million in changes in operating assets and liabilities.

Net Cash Used in Investing Activities

Net cash used in investing activities was $6.9 million for the nine months ended September 30, 2021, which was primarily for manufacturing of our SmartSystems equipment.

Net cash used in investing activities was $7.4 million for the nine months ended September 30, 2020, which was primarily for manufacturing of our SmartSystems equipment.

Net Cash Used in Financing Activities

Net cash used in financing activities was $5.7 million for the nine months ended September 30, 2021, which consisted primarily of $5.3 million of net repayment for notes payable and finance leases, $0.3 million of share repurchases, and $0.2 million of payments of contingent consideration related to the manufacture of our SmartSystems equipment.

Net cash used in financing activities was $6.5 million for the nine months ended September 30, 2020, which consisted primarily of $2.5 million of net repayments on our ABL Credit Facility, $2.7 million of net repayment for notes payable and finance leases, $1.0 million of share repurchases, and $0.3 million of payments of contingent consideration related to the manufacture of our SmartSystems equipment.

32

SMART SAND, INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

(UNAUDITED)

Indebtedness

The follow summarizes the maturity of our debt:

	ABL Credit Facility		Oakdale Equipment Financing		Notes Payable		Finance Leases		Total
	(in thousands)
Remainder of 2021	$	—	$	1,160	$	1,056	$	38	$	2,254
2022	—		4,638		3,387		137		$	8,162
2023	—		4,638		2,371		245		$	7,254
2024	—		6,888		807		—		$	7,695
2025	—		1,724		187		—		$	1,911
2026 and thereafter	—		—		355		—		355
Total minimum payments	—		19,048		8,163		420		27,631

ABL Credit Facility

In December 2019, we entered into a $20.0 million five-year senior secured asset-based credit facility with Jefferies Finance LLC. The available borrowing amount under the ABL Credit Facility as of September 30, 2021 was $17.8 million and is based on our eligible accounts receivable and inventory. As of September 30, 2021, the Company was in compliance with all covenants under the ABL Credit Facility and there were no amounts outstanding under the ABL Credit Facility, $1.2 million letters of credit and $16.5 million was available to be drawn. There were no borrowings during the three and nine months ended September 30, 2021.

Oakdale Equipment Financing

In December 2019, we entered into a $23.0 million equipment financing arrangement with Nexseer, secured by substantially all of the assets at our Oakdale facility. The Oakdale Equipment Financing amortizes over 5 years and bears interest at 5.79%.

Notes Payable

We have entered into various financing arrangements secured primarily by our manufactured SmartSystems equipment. Title to the equipment is held by the financial institutions as collateral, though the equipment is included in the Company’s property, plant and equipment. In June 2020, we executed a note payable to defer certain near-term minimum royalty payments. All notes payable bear interest at rates between 4.00% and 7.49%.

Capital Requirements

We expect full year 2021 capital expenditures to be between $14 million and $16 million, which we anticipate will primarily support incremental growth in our SmartSystems products and services, the completion of our new Waynesburg terminal to service the Appalachian Basin and maintenance and efficiency improvements at our mining facilities. These expenditures exclude any potential acquisitions. We expect to fund these capital expenditures with cash from operations, equipment financing options available to us or borrowings under the ABL Credit Facility. For the nine months ended September 30, 2021, we spent approximately $7.0 million on capital expenditures.

Off-Balance Sheet Arrangements

We had outstanding performance bonds of $9.5 million and $10.0 million at September 30, 2021 and December 31, 2020, respectively.

33

SMART SAND, INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

(UNAUDITED)

Contractual Obligations

As of September 30, 2021, we had contractual obligations for the ABL Credit Facility, Oakdale Equipment Financing, notes payable, operating and finance leases, minimum payments for the rights to mine land, capital expenditures, asset retirement obligations, and other commitments to municipalities for maintenance.

Environmental Matters

We are subject to various federal, state and local laws and regulations governing, among other things, hazardous materials, air and water emissions, environmental contamination and reclamation and the protection of the environment and natural resources. We have made, and expect to make in the future, expenditures to comply with such laws and regulations, but cannot predict the full amount of such future expenditures.

Seasonality

Our business is affected to some extent by seasonal fluctuations in weather that impact the production levels for a portion of our wet sand processing capacity. While our dry plants are able to process finished product volumes evenly throughout the year, our excavation and our wet sand processing activities have historically been limited to primarily non-winter months. As a consequence, we have experienced lower cash operating costs in the first and fourth quarter of each calendar year, and higher cash operating costs in the second and third quarter of each calendar year when we overproduced to meet demand in the winter months.  These higher cash operating costs were capitalized into inventory and expensed when these tons are sold, which can lead to us having higher overall cost of production in the first and fourth quarters of each calendar year as we expense inventory costs that were previously capitalized. We have indoor wet processing facilities at each of our plant locations, which allow us to produce wet sand inventory year-round to support a portion of our dry sand processing capacity, which may reduce certain of the effects of this seasonality. We may also sell frac sand for use in oil and natural gas producing basins where severe weather conditions may curtail drilling activities and, as a result, our sales volumes to those areas may be reduced during such severe weather periods.

Customer Concentration

For the nine months ended September 30, 2021, revenue from EQT Corporation, Halliburton Energy Services, Liberty, and Enerplus accounted for 26.1%, 18.2%, 13.0%, and 10.6%, respectively, of total revenue. For the nine months ended September 30, 2020, revenue from Rice Energy (a subsidiary of EQT Corporation), Liberty, and U.S. Well Services accounted for 29.4%, 20.5%, and 18.9%, respectively, of total revenue.

Critical Accounting Policies and Estimates 

There have been no material changes in our critical accounting policies and procedures during the nine months ended September 30, 2021.

Use of Estimates

The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Significant estimates used in the preparation of these financial statements include, but are not limited to: existing sand reserves and their impact on calculating the depletion expense under the units-of-production method; depreciation and amortization associated with property, plant and equipment and definite-lived intangible assets; impairment considerations of assets (including impairment of identified intangible assets and other long-lived assets); estimated cost of future asset retirement obligations; fair values of acquired assets and assumed

34

SMART SAND, INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

(UNAUDITED)

liabilities; stock-based compensation; recoverability of deferred tax assets; inventory reserve; collectability of receivables; and certain liabilities.

Actual results could differ from management’s best estimates as additional information or actual results become available in the future, and those differences could be material. The COVID-19 pandemic caused a significant amount of volatility in the oilfield services sector during 2020 and frac sand prices in particular have remained depressed, despite recent increases in oil prices. We continue to actively monitor the global impact of current events, but we are currently unable to estimate the impact of these events on our future financial position and results of operations.

35

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We have considered changes in our exposure to market risks during the nine months ended September 30, 2021 and have determined that there have been no material changes to our exposure to market risks from those described in our Annual Report on Form 10-K for the year ended December 31, 2020, filed with the SEC on March 3, 2021.

ITEM 4.  CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Report. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of such date, our disclosure controls and procedures were effective.

Changes in Internal Control Over Financial Reporting

There have been no changes in internal control over financial reporting for the quarter ended September 30, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

36

PART II – OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

From time to time we may be involved in litigation relating to claims arising out of our operations in the normal course of business. The disclosure called for by Part II, Item 1 regarding our legal proceedings is incorporated by reference herein from Part I, Item 1. Note 15 - Commitments and Contingencies - Litigation of the notes to the condensed consolidated financial statements in this Form 10-Q for the three and nine months ended September 30, 2021.

ITEM 1A.  RISK FACTORS

There have been no material changes to the risk factors described in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2020.

ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

During the three months ended September 30, 2021, no shares were sold by the Company without registration under the Securities Act of 1933, as amended.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.  MINE SAFETY DISCLOSURES

We are committed to maintaining a culture that prioritizes mine safety. We believe that our commitment to safety, the environment and the communities in which we operate is critical to the success of our business. Our sand mining operations are subject to mining safety regulation. The U.S. Mining Safety and Health Administration (“MSHA”) is the primary regulatory organization governing frac sand mining and processing. Accordingly, MSHA regulates quarries, surface mines, underground mines and the industrial mineral processing facilities associated with and located at quarries and mines. The mission of MSHA is to administer the provisions of the Federal Mine Safety and Health Act of 1977 and to enforce compliance with mandatory miner safety and health standards. As part of MSHA’s oversight, representatives perform at least two unannounced inspections annually for each above-ground facility.

We are also subject to regulations by the U.S. Occupational Safety and Health Administration, which has promulgated rules for workplace exposure to respirable silica for several other industries. Respirable silica is a known health hazard for workers exposed over long periods. MSHA is expected to adopt similar rules as part of its “Long Term Items” for rulemaking. Airborne respirable silica is associated with work areas at our site and is monitored closely through routine testing and MSHA inspection. If the workplace exposure limit is lowered significantly, we may be required to incur certain capital expenditures for equipment to reduce this exposure.

Our operations are subject to the Federal Mine Safety and Health Act of 1977, as amended by the Mine Improvement and New Emergency Response Act of 2006, which imposes stringent health and safety standards on numerous aspects of mineral extraction and processing operations, including the training of personnel, operating procedures, operating equipment, and other matters. Our failure to comply with such standards, or changes in such standards or the interpretation or enforcement thereof, could have a material adverse effect on our business and financial condition or otherwise impose significant restrictions on our ability to conduct mineral extraction and processing operations. Following passage of The Mine Improvement and New Emergency Response Act of 2006, MSHA significantly increased the numbers of citations and orders charged against mining operations.  The dollar penalties assessed for citations issued has also increased in recent years.  Information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K (17 CFR 229.104) is included in Exhibit 95.1 to this Report.

37

ITEM 5.  OTHER INFORMATION

The information set forth below is included herewith for the purpose of providing the disclosure required under “Item 1.01 Entry into a Material Definitive Agreement” and “Item 9.01 Financial Statements and Exhibits” of Form 8-K.

On November 9, 2021, the Company entered into an Open Market Sale Agreement (the “Sale Agreement”) with Clearlake Capital Partners II (Master), L.P. (the “Selling Stockholder”) and Jefferies LLC (the “Sales Agent”). Pursuant to the terms of the Sale Agreement, (i) the Company may sell, from time to time, shares of its common stock having an aggregate value of up to $25,000,000 and (ii) the Selling Stockholder may sell, from time to time, up to 10,920,445 shares of the Company’s common stock. The sales, if any, of shares of common stock made under the Sale Agreement may be made in sales deemed to be “at-the-market” offerings as defined in Rule 415 under the Securities Act, including sales made directly on the Nasdaq Global Select Market, on any other existing trading market for the Company’s common stock, or to or through a market maker. Sales of shares of the Company’s common stock may also be made by any method permitted by law, including, but not limited to, in privately negotiated transactions. The Sales Agent will use its commercially reasonable efforts consistent with normal trading and sales practices to solicit offers to purchase shares of the Company’s common stock, on mutually agreed terms between the Sales Agent and the Company or the Selling Stockholder, as applicable.. The Company intends to use the net proceeds from the offering, after deducting the Sales Agent’s commissions and the Company’s offering expenses, for general corporate purposes, which may include repayment of indebtedness, financing of future acquisitions and capital expenditures and additions to working capital. The Company will not receive any proceeds from the sale of shares of the Company’s common stock, if any, by the Selling Stockholder, including pursuant to any forward sale agreement.

The Company and the Selling Stockholder, as applicable, will pay the Sales Agent a commission of three percent (3.0%) of the aggregate gross proceeds the Company or the Selling Stockholder, as applicable, receive from each sale of shares of the Company’s common stock, which may come in the form of a reduction to the amounts received by the Selling Stockholder in settlement of any forward sale agreement. In addition, the Company has agreed to reimburse Jefferies for certain fees and disbursements of its counsel in an amount not to exceed $75,000 in connection with entry into the sales agreement, in addition to certain ongoing disbursements of its legal counsel. The Company and the Selling Stockholder have no obligation to sell any shares under the Sale Agreement, and may at any time suspend the offering of shares under the Sale Agreement.

We have been advised that the Selling Stockholder may enter into one or more forward sale agreements in respect of the sale of up to 10,920,445 shares of our common stock with the Sales Agent and/or one of its affiliates (which we refer to in such capacity as the forward counterparty). We have been advised that, in order to hedge its obligations under any forward sale agreement, if consummated, the forward counterparty may borrow shares of our common stock from the Selling Stockholder or from unrelated stock lenders, and the forward counterparty or its affiliates will sell those shares short (i) in privately negotiated transactions, (ii) as block transactions or (ii) by any other method permitted by law deemed to be an “at the market offering” as defined in Rule 415(a)(4) under the Securities Act, including sales made directly on the Nasdaq Global Select Market or sales made into any other existing trading market of the Company’s common stock.

The Sale Agreement contains customary representations and warranties of the parties and indemnification and contribution provisions under which the Company, the Selling Stockholder and the Sales Agent have agreed to indemnify each other against certain liabilities, including liabilities under the Securities Act.

The Shares will be offered and sold pursuant to a shelf registration statement on Form S-3 (File No. 333-251915), which was filed with the SEC on January 6, 2021 and was deemed effective on January 19, 2021.

The foregoing description of the Sale Agreement is not complete and is qualified in its entirety by reference to the full text of such agreement, a copy of which is filed herewith as Exhibit 10.1 to this Report and is incorporated herein by reference.

The legal opinion and consent of Latham & Watkins LLP relating to the Shares being offered is filed as Exhibit 5.1 and 23.1, respectively, to this Report .

38

ITEM 6.  EXHIBITS

3.1	Second Amended and Restated Certificate of Incorporation of Smart Sand, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on November 15, 2016)
3.2	Second Amended and Restated Bylaws of Smart Sand, Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed with the SEC on November 15, 2016)
5.1*	Opinion of Latham & Watkins LLP
10.1*	Open Market Sale Agreement, dated as of November 9, 2021, by and among Smart Sand, Inc., Clearlake Capital Partners II (Master), L.P. and Jefferies LLC
10.2	Master Product Purchase Agreement, dated effective August 1, 2021, by and between Smart Sand, Inc. and EQT Production Company (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on August 4, 2021)
23.1*	Consent of Latham & Watkins LLP (included in Exhibit 5.1)
31.1*	Certification Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*	Certification Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*†	Certification Pursuant to 18 U.S.C. adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*†	Certification Pursuant to 18 U.S.C. adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
95.1*	Mine Safety Disclosure Exhibit
101.INS	Extracted XBRL Instance Document - the instance document does not appear in the Interactive Data File as XBRL tags are embedded in the Inline XBRL document.
101.SCH*	XBRL Taxonomy Extension Schema
101.CAL*	XBRL Taxonomy Extension Calculation Linkbase
101.DEF*	XBRL Taxonomy Extension Definition Linkbase
101.LAB*	XBRL Taxonomy Extension Label Linkbase
101.PRE*	XBRL Taxonomy Extension Presentation Linkbase
104*	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

*	Filed Herewith.
†	This certification is deemed not filed for purposes of section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.

39

Signatures

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized. 

	Smart Sand, Inc.
November 9, 2021	By:	/s/ Charles E. Young
		Charles E. Young, Chief Executive Officer
		(Principal Executive Officer)

 

	Smart Sand, Inc.
November 9, 2021	By:	/s/ Lee E. Beckelman
		Lee E. Beckelman, Chief Financial Officer
		(Principal Financial Officer)

40

EX-5.1

Exhibit 5.1

	811 Main Street, Suite 3700
	Houston, TX 77002
LATHAM & WATKINS LLP	Tel: +1.713.546.5400 Fax: +1.713.546.5401
	www.lw.com
	FIRM / AFFILIATE OFFICES
	Beijing	Moscow
	Boston	Munich
	Brussels	New York
	Century City	Orange County
	Chicago	Paris
	Dubai	Riyadh
	Düsseldorf	San Diego
	Frankfurt	San Francisco
	Hamburg	Seoul
	Hong Kong	Shanghai
	Houston	Silicon Valley
	London	Singapore
	Los Angeles	Tokyo
	Madrid	Washington, D.C.
	Milan

November 9, 2021

Smart Sand, Inc.

1000 Floral Vale Boulevard, Suite 225

Yardley, PA 19067

Re: Smart Sand, Inc. – Continuous Equity Offering of Common Stock

Ladies and Gentlemen:

We have acted as special counsel to Smart Sand, Inc., a Delaware corporation (the “Company”), in connection with the proposed sale to or through Jefferies LLC in its capacity as sales agent from time to time of (i) shares of common stock, $0.001 par value per share, of the Company (“Common Stock”) having an aggregate gross sales price of up to $25,000,000 by the Company (the “Company Shares”), and (ii) up to 10,920,445 shares of Common Stock by Clearlake Capital Partners II (Master), L.P. (the “Selling Stockholder” and such shares, together with the Company Shares, the “Shares”). The Shares are included in a registration statement on Form S-3 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on January 6, 2021 (Registration No. 333-333-251915) (the “Registration Statement”). This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or related Prospectus, other than as expressly stated herein with respect to the issue of the Shares.

As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon

certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. We are opining herein as to General Corporation Law of the State of Delaware (“DGCL”) and we express no opinion with respect to any other laws.

Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, when the Shares shall have been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the purchasers, and have been issued by the Company against payment therefor in the circumstances contemplated by the Open Market Sales Agreement filed as an exhibit to the Company’s Quarterly Report on Form 10-Q dated November 9, 2021, the issue and sale of the Shares will have been duly authorized by all necessary corporate action of the Company, and the Shares will be validly issued, fully paid and nonassessable. In rendering the foregoing opinion, we have assumed that the Company will comply with all applicable notice requirements regarding uncertificated shares provided in the DGCL.

This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to your filing this opinion as an exhibit to the Company’s Quarterly Report on Form 10-Q dated November 9, 2021 and to the reference to our firm in the Prospectus under the heading “Legal Matters.” In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

Very truly yours,

/s/ Latham & Watkins, LLP

EX-10.1

OPEN MARKET SALE AGREEMENTSM

___________________________________________________________________________________________________________________________

November 9, 2021

JEFFERIES LLC, as Agent and Forward Purchaser

520 Madison Avenue

New York, New York 10022

LADENBURG THALMANN & CO. INC., as Qualified Independent Underwriter

640 5th Ave., 4th Floor

New York, NY 10019

Ladies and Gentlemen:

Smart Sand, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time through Jefferies LLC, as sales agent and/or principal (the “Agent”), shares of the Company’s common stock, par value $0.001 per share (the “Common Shares”), having an aggregate offering price of up to $25,000,000 on the terms set forth in this agreement (this “Agreement”). In addition, the stockholder of the Company that is a signatory hereto (the “Selling Stockholder”) proposes, subject to the terms and conditions stated herein, to (i) sell from time to time to or through the Agent, Common Shares on the terms set forth in this Agreement and (ii) enter into Forwards (as defined below) with Jefferies LLC (in its capacity as a party to the Forward, the “Forward Purchaser”), in connection with which the Forward Purchaser may sell Forward Hedge Shares (as defined below) hereunder. The maximum number of Common Shares that the Selling Stockholder may sell (including through Forwards) under this Agreement shall be 10,920,445 Common Shares (the “Maximum Selling Stockholder Amount”). The Selling Stockholder agrees that whenever it determines to sell Shares directly to the Agent as principal it will enter into a separate written Terms Agreement (each, a “Terms Agreement”), in substantially the form of Exhibit B hereto, relating to such sale in accordance with Section 3(e) hereof.

The Company hereby confirms its engagement of Ladenburg Thalmann & Co. Inc. as, and Ladenburg Thalmann & Co. Inc. hereby confirms its agreement with the Company to render services as, a “qualified independent underwriter,” within the meaning of Section (f)(12) of Rule 5121 of the Financial Industry Regulatory Authority, Inc. (“FINRA”) with respect to the offering and sale of the Shares and the Forward Hedge Shares (each as defined below). Ladenburg Thalmann & Co. Inc., solely in its capacity as the qualified independent underwriter and not otherwise, is referred to herein as the “QIU.” Ladenburg Thalmann & Co. Inc. hereby consents to the reference to it as set forth under the headings “Summary—Conflicts of Interest” and “Plan of Distribution—Conflicts of Interest” in the Prospectus (as defined herein) and any amendment or supplement thereto. The Agent will pay a fee of $75,000 to the QIU as compensation for acting as a “qualified independent underwriter” in connection with the offering and sale of the Shares and the Forward Hedge Shares. This fee will be paid by the Agent out of its commissions received for the Company pursuant to this Agreement.

_______________________

SM “Open Market Sale Agreement” is a service mark of Jefferies LLC

1

Section 1. DEFINITIONS

(a)    Certain Definitions. For purposes of this Agreement, capitalized terms used herein and not otherwise defined shall have the following respective meanings:

“Actual Sold Forward Amount” means, for any Forward the Number of Shares (as defined in the Master Forward Confirmation) specified in the Pricing Supplement for such Forward.

“Affiliate” of a Person means another Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such first-mentioned Person. The term “control” (including the terms “controlling,” “controlled by” and “under common control with”) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

“Agency Period” means the period commencing on the date of this Agreement and expiring on the earliest to occur of (x) the date on which the Agent shall have placed the Maximum Program Amount pursuant to this Agreement and (y) the date this Agreement is terminated pursuant to Section 7.

“Commission” means the U.S. Securities and Exchange Commission.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder.

“Floor Price” means the minimum price set by the Company in the Issuance Notice below which the Agent shall not sell Shares during the applicable period set forth in the Issuance Notice, which may be adjusted by the Company at any time during the period set forth in the Issuance Notice by delivering written notice of such change to the Agent and which in no event shall be less than $1.00 without the prior written consent of the Agent, which may be withheld in the Agent’s sole discretion.

“Forward” means the transaction resulting from the delivery by the Selling Stockholder, and the acceptance by the Forward Purchaser, of a Forward Placement Notice, subject to the terms and conditions of this Agreement and the Forward Contract.

“Forward Contract” means, for each Forward, the contract evidencing such Forward between the Selling Stockholder and the Forward Purchaser, which shall be comprised of the Master Forward Confirmation, the related “Supplemental Confirmation” and “Pricing Supplement” (each as defined in the Master Forward Confirmation) for such Forward.

“Forward Date” means any Trading Day that a Forward Placement Notice is delivered and accepted pursuant to Section 3(e)(i).

“Forward Hedge Price” means, for any Forward Contract, the initial “Forward Price” (as defined in the Master Forward Confirmation and related Pricing Supplement) for such Forward Contract.

2

“Forward Hedge Selling Period” mean the period of consecutive Trading Days beginning on, and including, the Trading Day immediately following the Trading Day on which such Forward Placement Notice is delivered and effective pursuant to Section 3(e)(i), and ending on the Hedge Completion Date (as specified by the Selling Stockholder in the applicable Forward Placement Notice); provided, that if, prior to the scheduled end of any Forward Hedge Selling Period, (x) any event occurs that would permit a Forward Purchaser to designate a “Scheduled Trading Day” as a “Termination Settlement Date” (as each such term is defined in the Master Forward Confirmation) under, and pursuant to, the provisions under the heading “Termination Settlement” in the Master Forward Confirmation, (y) an “Insolvency Filing” (as such term is defined in the Master Forward Confirmation) occurs, or (z) any other event occurs under the Master Forward Confirmation that results in any earlier Hedge Completion Date (as defined therein), then the Forward Hedge Selling Period shall immediately terminate as of the first such occurrence (or, if later, when persons at the Forward Purchaser responsible for executing sales of Forward Hedge Shares become aware of such occurrence).

“Forward Hedge Shares” means all Common Shares borrowed by a Forward Purchaser (whether or not from the Selling Stockholder) and offered and sold by the Forward Purchaser under this Agreement in connection with any Forward that has occurred or may occur in accordance with the terms and conditions of this Agreement.

“Forward Placement Notice” means a written notice to the Forward Purchaser delivered in accordance with this Agreement, substantially in the form of Supplemental Confirmation attached to the Master Forward Confirmation and including, for the avoidance of doubt, any pricing supplement thereto, substantially in the form of Pricing Supplement attached to the Master Forward Confirmation.

“Forward Settlement Shares” means all shares of Common Stock to be delivered (or deemed delivered) by the Selling Stockholder to the Forward Purchaser pursuant to the settlement of any Forward.

“Issuance Amount” means the aggregate Sales Price of the Shares to be sold by the Agent pursuant to any Issuance Notice.

“Issuance Notice” means (i) a written notice delivered to the Agent by the Company in accordance with this Agreement in the form attached hereto as Exhibit A that is executed by its Chief Executive Officer, President or Chief Financial Officer or (ii) an instruction from the Company to the Agent by telephone, confirmed promptly by telecopy or email, which confirmation will be promptly acknowledged by the Agent.

“Issuance Notice Date” means any Trading Day during the Agency Period that an Issuance Notice is delivered pursuant to Section 3(b)(i).

“Issuance Price” means the Sales Price less the Selling Commission.

“Master Forward Confirmation” means the Master Forward Confirmation, by and between the Selling Stockholder and the Forward Purchaser, including all provisions incorporated by reference therein, as in effect from time to time.

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“Maximum Program Amount” means Common Shares with an aggregate Sales Price of the lesser of (a) the number or dollar amount of Common Shares registered under the effective Registration Statement (defined below) pursuant to which the offering is being made, (b) the number of authorized but unissued Common Shares (less Common Shares issuable upon exercise, conversion or exchange of any outstanding securities of the Company or otherwise reserved from the Company’s authorized capital stock), (c) the number or dollar amount of Common Shares permitted to be sold under Form S-3 (including General Instruction I.B.6 thereof, if applicable), or (d) the number or dollar amount of Common Shares for which the Company has filed a Prospectus (defined below).

“Person” means an individual or a corporation, partnership, limited liability company, trust, incorporated or unincorporated association, joint venture, joint stock company, governmental authority or other entity of any kind.

“Pricing Supplement” means a written notice to the Forward Seller delivered in accordance with this Agreement and the Master Forward Confirmation, substantially in the form of the Pricing Supplement attached to the Master Forward Confirmation.

“Principal Market” means The NASDAQ Global Select Market or such other national securities exchange on which the Common Shares, including any Shares, are then listed.

“Sales Price” means the actual sale execution price of each Share placed by the Agent pursuant to this Agreement or the actual sale execution price of each Forward Hedge Share sold by the Forward Purchaser, as applicable.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder.

“Selling Commission” means three percent (3.0%) of the gross proceeds of Shares sold pursuant to this Agreement, or as otherwise agreed between the Company or the Selling Stockholder, on the one hand, and the Agent, on the other hand, with respect to any Shares sold pursuant to this Agreement by the Company or the Selling Stockholder, as applicable.

“Settlement Date” means (i) with respect to Shares (other than Forward Purchase Shares) that are sold pursuant to this Agreement, the second business day following any Trading Day on which such Shares are sold and (ii) with respect to Forward Purchase Shares that are sold pursuant to this Agreement, the “Settlement Date” as defined in the Master Forward Confirmation.

“Shares” shall mean the Company’s Common Shares issued or issuable pursuant to this Agreement and, unless context otherwise requires, any Forward Hedge Shares.

“Trading Day” means any day on which the Principal Market is open for trading.

Section 2. REPRESENTATIONS AND WARRANTIES OF THE COMPANY

(a)    The Company represents and warrants to, and agrees with, the Agent, the Forward Purchaser and the Selling Stockholder that as of (1) the date of this Agreement, (2) each Issuance Notice Date, (3) any date a Forward Placement Notice is delivered, (4) each Settlement Date, (5)

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each Triggering Event Date (as defined below), (6) solely with respect to Section 2(a)(ii), each day during the Forward Hedge Selling Period on which Forward Hedge Shares are sold and (7) as of each Time of Sale (each of the times referenced above is referred to herein as a “Representation Date”), except as may be disclosed in the Prospectus (including any documents incorporated by reference therein and any supplements thereto) on or before a Representation Date:

(i)    Registration Statement. The Company has prepared and filed with the     Commission a shelf registration statement on Form S-3 (File No. 333-251915) that contains a base prospectus (the “Base Prospectus”). Such registration statement registers the issuance and sale by the Company of the Shares under the Securities Act and the sale by the Selling Stockholder of the Maximum Selling Stockholder Amount. The Company may file one or more additional registration statements from time to time that will contain a base prospectus and related prospectus or prospectus supplement, if applicable, with respect to the Shares. Except where the context otherwise requires, such registration statement(s), including any information deemed to be a part thereof pursuant to Rule 430B under the Securities Act, including all financial statements, exhibits and schedules thereto and all documents incorporated or deemed to be incorporated therein by reference pursuant to Item 12 of Form S-3 under the Securities Act as from time to time amended or supplemented, is herein referred to as the “Registration Statement,” and the prospectus constituting a part of such registration statement(s), together with any prospectus supplement filed with the Commission pursuant to Rule 424(b) under the Securities Act relating to a particular issuance of the Shares, including all documents incorporated or deemed to be incorporated therein by reference pursuant to Item 12 of Form S-3 under the Securities Act, in each case, as from time to time amended or supplemented, is referred to herein as the “Prospectus,” except that if any revised prospectus is provided to the Agent or the Forward Purchaser by the Company for use in connection with the offering of the Shares that is not required to be filed by the Company pursuant to Rule 424(b) under the Securities Act, the term “Prospectus” shall refer to such revised prospectus from and after the time it is first provided to the Agent or the Forward Purchaser, as applicable, for such use. The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” As used in this Agreement, the terms “amendment” or “supplement” when applied to the Registration Statement or the Prospectus shall be deemed to include the filing by the Company with the Commission of any document under the Exchange Act after the date hereof that is or is deemed to be incorporated therein by reference.

All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in or otherwise deemed under the Securities Act to be a part of or included in the Registration Statement or the Prospectus, as the case may be, as of any specified date; and all references in this Agreement to amendments or supplements to the Registration Statement or the Prospectus shall be deemed to mean and

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include, without limitation, the filing of any document under the Exchange Act which is or is deemed to be incorporated by reference in or otherwise deemed under the Securities Act to be a part of or included in the Registration Statement or the Prospectus, as the case may be, as of any specified date.

At the time the Registration Statement was or will be originally declared effective and at the time the Company’s most recent annual report on Form 10-K was filed with the Commission, if later, the Company met the then-applicable requirements for use of Form S-3 under the Securities Act. During the Agency Period, each time the Company files an annual report on Form 10-K the Company will meet the then-applicable requirements for use of Form S-3 under the Securities Act. The Company’s obligations under this Agreement to furnish, provide, deliver or make available (and all other references of like import) copies of any report or statement shall be deemed satisfied if the same is filed with the Commission through its Electronic Data Gathering, Analysis and Retrieval system (“EDGAR”).

(ii)    Compliance with Registration Requirements. The Original Registration Statement and any Rule 462(b) Registration Statement have been declared effective by the Commission under the Securities Act. The Company has complied to the Commission’s satisfaction with all requests of the Commission for additional or supplemental information. No stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement is in effect and no proceedings for such purpose have been instituted or are pending or, to the best knowledge of the Company, are contemplated or threatened by the Commission.

The Prospectus when filed complied in all material respects with the Securities Act and, if filed with the Commission through EDGAR (except as may be permitted by Regulation S-T under the Securities Act), was identical to the copy thereof delivered to the Agent for use in connection with the issuance and sale of the Shares or to the Forward Purchaser for use in connection with the sale of the Forward Hedge Shares. Each of the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendment thereto, at the time it became or becomes effective and at all subsequent times, complied and will comply in all material respects with the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As of the date of this Agreement, the Prospectus and any Free Writing Prospectus (as defined below) considered together (collectively, the “Time of Sale Information”) did not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus, as amended or supplemented, as of its date and at all subsequent times, did not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the three immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective

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amendment thereto, or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to the Agent or the Forward Purchaser furnished to the Company in writing by the Agent or the Forward Purchaser, as applicable, expressly for use therein, it being understood and agreed that the only such information furnished by the Agent or the Forward Purchaser to the Company consists of the information described in Section 6 below. There are no contracts or other documents required to be described in the Prospectus or to be filed as exhibits to the Registration Statement which have not been described or filed as required. The Registration Statement and the offer and sale of the Shares as contemplated hereby meet the requirements of Rule 415 under the Securities Act and comply in all material respects with said rule.

(iii)    Ineligible Issuer Status. The Company is not an “ineligible issuer” in connection with the offering of the Shares pursuant to Rules 164, 405 and 433 under the Securities Act. Any Free Writing Prospectus that the Company is required to file pursuant to Rule 433(d) under the Securities Act has been, or will be, filed with the Commission in accordance with the requirements of the Securities Act. Each Free Writing Prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act or that was prepared by or on behalf of or used or referred to by the Company complies or will comply in all material respects with the requirements of Rule 433 under the Securities Act including timely filing with the Commission or retention where required and legending, and each such Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the issuance and sale of the Shares did not, does not and will not include any information that conflicted, conflicts with or will conflict with the information contained in the Registration Statement or the Prospectus, including any document incorporated by reference therein. Except for the Free Writing Prospectuses, if any, and electronic road shows, if any, furnished to the Agent before first use, the Company has not prepared, used or referred to, and will not, without the Agent’s prior consent, prepare, use or refer to, any Free Writing Prospectus.

(iv)    Incorporated Documents. The documents incorporated or deemed to be incorporated by reference in the Registration Statement and the Prospectus, at the time they were filed with the Commission, complied in all material respects with the requirements of the Exchange Act, as applicable, and, when read together with the other information in the Prospectus, do not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

(v)    Exchange Act Compliance. The documents incorporated or deemed to be incorporated by reference in the Prospectus, at the time they were or hereafter are filed with the Commission, and any Free Writing Prospectus or amendment or supplement thereto complied and will comply in all material respects with the requirements of the Exchange Act, and, when read together with the other information in the Prospectus, at the time the Registration Statement and any amendments thereto become effective and at each Time of Sale (as defined below), as the case may be, will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or

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necessary to make the fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(vi)    Statistical and Market-Related Data. The statistical, industry and market-related data included in the Registration Statement or the Prospectus are based on or derived from sources that the Company believes to be reliable and accurate.

(vii)    Disclosure Controls and Procedures; Deficiencies in or Changes to Internal Control Over Financial Reporting. The Company has established and maintains disclosure controls and procedures (as defined in Rules 13a-15 and 15d-15 under the Exchange Act), which (i) are designed to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to the Company’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; (ii) have been evaluated by management of the Company for effectiveness as of the end of the Company’s most recent fiscal quarter; and (iii) are effective in all material respects to perform the functions for which they were established. Since the end of the Company’s most recent audited fiscal year, the Company has not publicly disclosed any significant deficiencies or material weaknesses in the Company’s internal control over financial reporting (whether or not remediated) or any change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company is not aware of any change in its internal control over financial reporting that has occurred during its most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

(viii)    This Agreement. This Agreement has been duly authorized, executed and delivered by the Company.

(ix)    Authorization of the Shares. The Shares have been duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company against payment therefor pursuant to this Agreement, will be validly issued, fully paid and nonassessable, and the issuance and sale of the Shares is not subject to any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase the Shares.

(x)    No Applicable Registration or Other Similar Rights. There are no persons with registration or other similar rights to have any equity or debt securities registered for sale under the Registration Statement or included in the offering contemplated by this Agreement, except for such rights as have been duly waived.

(xi)    No Material Adverse Change. Except as otherwise disclosed in the Registration Statement and the Prospectus, subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus: (i) there has been no material adverse change, or any development that could be expected to result in a

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material adverse change, in (A) the condition, financial or otherwise, or in the earnings, business, properties, operations, operating results, assets, liabilities or prospects, whether or not arising from transactions in the ordinary course of business, of the Company and its subsidiaries, considered as one entity or (B) the ability of the Company to consummate the transactions contemplated by this Agreement or perform its obligations hereunder (any such change being referred to herein as a “Material Adverse Change”); (ii) the Company and its subsidiaries, considered as one entity, have not incurred any material liability or obligation, indirect, direct or contingent, including without limitation any losses or interference with their business from fire, explosion, flood, earthquakes, accident or other calamity, whether or not covered by insurance, or from any strike, labor dispute or court or governmental action, order or decree, that are material, individually or in the aggregate, to the Company and its subsidiaries, considered as one entity, and have not entered into any transactions not in the ordinary course of business; and (iii) there has not been any material decrease in the capital stock or any material increase in any short-term or long-term indebtedness of the Company or its subsidiaries and there has been no dividend or distribution of any kind declared, paid or made by the Company or, except for dividends paid to the Company or other subsidiaries, by any of the Company’s subsidiaries on any class of capital stock, or any repurchase or redemption by the Company or any of its subsidiaries of any class of capital stock.

(xii)    Independent Accountants. Grant Thornton LLP, which has expressed its opinion with respect to the financial statements (which term as used in this Agreement includes the related notes and supporting schedules, if any, thereto) filed with the Commission as a part of the Registration Statement and the Prospectus, is (i) an independent registered public accounting firm as required by the Securities Act, the Exchange Act and the rules of the Public Company Accounting Oversight Board (“PCAOB”), (ii) in compliance with the applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X under the Securities Act and (iii) a registered public accounting firm as defined by the PCAOB whose registration has not been suspended or revoked and who has not requested such registration to be withdrawn.

(xiii)    Financial Statements. The financial statements, including the notes thereto and the supporting schedules, if any, filed with the Commission as a part of the Registration Statement and the Prospectus present fairly the consolidated financial position of the Company and its subsidiaries as of the dates indicated and the results of their operations, changes in stockholders’ equity and cash flows for the periods specified. Such financial statements and supporting schedules, if any, have been prepared in conformity with generally accepted accounting principles as applied in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto. No other financial statements or supporting schedules are required to be included in the

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Registration Statement or the Prospectus. To the Company’s knowledge, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements, supporting schedules or other financial data filed with the Commission as a part of the Registration Statement and the Prospectus.

(xiv)    Company’s Accounting System. The Company and each of its subsidiaries make and keep accurate books and records and maintain a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles as applied in the United States and to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; (iv) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences; and (v) the interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement and the Prospectus fairly presents the information called for in all material respects and is prepared in accordance with the Commission's rules and guidelines applicable thereto.

(xv)    Incorporation and Good Standing of the Company. The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation and has the corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus and to enter into and perform its obligations under this Agreement. The Company is duly qualified as a foreign corporation to transact business and is in good standing in the State of Delaware and each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to be so qualified or in good standing or have such power or authority would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change.

(xvi)    Subsidiaries. Each of the Company’s “subsidiaries” (for purposes of this Agreement, as defined in Rule 405 under the Securities Act) has been duly incorporated or organized, as the case may be, and is validly existing as a corporation, partnership or limited liability company, as applicable, in good standing under the laws of the jurisdiction of its incorporation or organization and has the power and authority (corporate or other) to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus. Each of the Company’s subsidiaries is duly qualified as a foreign corporation, partnership or limited liability company, as applicable, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to be so qualified or in good standing or have such power or authority would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. All of the issued and

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outstanding capital stock or other equity or ownership interests of each of the Company’s subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable and are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim. None of the outstanding capital stock or equity interest in any subsidiary was issued in violation of preemptive or similar rights of any security holder of such subsidiary. The constitutive or organizational documents of each of the subsidiaries comply in all material respects with the requirements of applicable laws of its jurisdiction of incorporation or organization and are in full force and effect. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed in Exhibit 21 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020.

(xvii)    Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Registration Statement and the Prospectus under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to employee benefit plans described in the Prospectus or upon the exercise of outstanding options or warrants, in each case described in the Registration Statement and the Prospectus). The Common Shares (including the Shares) conform in all material respects to the description thereof contained in the Prospectus. All of the issued and outstanding Common Shares have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with all federal and state securities laws. None of the outstanding Common Shares was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those described in the Registration Statement and the Prospectus. The descriptions of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement and the Prospectus accurately and fairly presents the information required to be shown with respect to such plans, arrangements, options and rights.

(xviii)    Stock Exchange Listing. The Common Shares are registered pursuant to Section 12(b) or 12(g) of the Exchange Act and are listed on the Principal Market, and the Company has taken no action designed to, or likely to have the effect of, terminating the registration of the Common Shares under the Exchange Act or delisting the Common Shares from the Principal market, nor has the Company received any notification that the Commission or the Principal Market is contemplating terminating such registration or listing. To the Company’s knowledge, it is in compliance with all applicable listing requirements of the Principal Market.

(xix)    Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries is in violation of its charter or by-laws, partnership agreement or operating agreement or similar organizational documents, as applicable, or is in default (or, with the giving of notice or

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lapse of time, would be in default) (“Default”) under any indenture, loan, credit agreement, note, lease, license agreement, contract, franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of their respective properties or assets are subject (each, an “Existing Instrument”), except for such Defaults as could not be expected, individually or in the aggregate, to result in a Material Adverse Change. The Company’s execution, delivery and performance of this Agreement, consummation of the transactions contemplated hereby and by the Registration Statement and the Prospectus and the issuance and sale of the Shares (including the use of proceeds from the sale of the Shares as described in the Registration Statement and the Prospectus under the caption “Use of Proceeds”) (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the charter or by-laws, partnership agreement or operating agreement or similar organizational documents, as applicable, of the Company or any subsidiary (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any of its subsidiaries. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby and by the Registration Statement and the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act and such as may be required under applicable state securities or blue sky laws or FINRA (as defined below). As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

(xx)    No Material Actions or Proceedings. Except as otherwise disclosed in the Prospectus, there is no action, suit, proceeding, inquiry or investigation brought by or before any legal or governmental entity now pending or, to the knowledge of the Company, threatened, against or affecting the Company or any of its subsidiaries, which could be expected, individually or in the aggregate, to result in a Material Adverse Change. No material labor dispute with the employees of the Company or any of its subsidiaries, or with the employees of any principal supplier, manufacturer, customer or contractor of the Company, exists or, to the knowledge of the Company, is threatened or imminent.

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(xxi)    Intellectual Property Rights. Except as otherwise disclosed in the Registration Statement or the Prospectus, the Company and its subsidiaries own, or have obtained valid and enforceable licenses for, the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets and other intellectual property described in the Registration Statement and the Prospectus as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted (collectively, “Intellectual Property”) and the conduct of their respective businesses does not and will not infringe, misappropriate or otherwise conflict in any material respect with any such rights of others. The Intellectual Property of the Company has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part, and the Company is unaware of any facts which would form a reasonable basis for any such adjudication. To the Company's knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement and the Prospectus as licensed to the Company or one or more of its subsidiaries; and (ii) there is no infringement by third parties of any Intellectual Property. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (C) asserting that the Company or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim. The Company and its subsidiaries have complied with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect. To the Company’s knowledge, there are no material defects in any of the patents or patent applications included in the Intellectual Property. The Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, including the execution of appropriate nondisclosure, confidentiality agreements and invention assignment agreements and invention assignments with their employees, and, to the Company’s knowledge, no employee of the Company is in or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company. To the Company’s knowledge, the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with; and in all foreign offices having similar

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requirements, all such requirements have been complied with. None of the Company owned Intellectual Property or technology (including information technology and outsourced arrangements) employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiary in violation of any contractual obligation binding on the Company or its subsidiaries or any of their respective officers, directors or employees or otherwise in violation of the rights of any persons. The product candidates described in the Registration Statement and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents owned by, or exclusively licensed to, the Company or any subsidiary.

(xxii)    All Necessary Permits, etc. Except as otherwise disclosed in the Prospectus, the Company and each subsidiary possess such valid and current certificates, authorizations or permits required by state, federal or foreign regulatory agencies or bodies to conduct their respective businesses as currently conducted and as described in the Registration Statement or the Prospectus, except where the failure to possess the same would not, individually or in the aggregate, be reasonably expect to result in a Material Adverse Change (“Permits”). Neither the Company nor any of its subsidiaries is in violation of, or in default under, any of the Permits or has received any notice of proceedings relating to the revocation or modification of, or non-compliance with, any such certificate, authorization or permit.

(xxiii)    Title to Properties. Except as otherwise disclosed in the Prospectus, the Company and its subsidiaries has good and marketable title to all of the real and personal property and other assets reflected as owned in the financial statements referred to in Section 2(a)(xii) above (or elsewhere in the Registration Statement or the Prospectus, in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects. The real property, improvements, equipment and personal property held under lease by the Company or of its subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.

(xxiv)    Tax Law Compliance. The Company and its subsidiaries have filed all necessary federal, state and foreign income and franchise tax returns or have properly requested extensions thereof and have paid all taxes required to be paid by any of them and, if due and payable, any related or similar assessment, fine or penalty levied against any of them except as may be being contested in good faith and by appropriate proceedings, except where the failure to so file or pay (as applicable) would not result in a Material Adverse Change. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 2(a)(xii) above in respect of all federal, state and foreign income and franchise taxes for all periods as to which the tax liability of the Company or any of its subsidiaries has not been finally determined.

(xxv)    Company Not an “Investment Company.” The Company is not, and will not be, either after receipt of payment for the Shares or after the application of the

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proceeds therefrom as described under “Use of Proceeds” in the Registration Statement or the Prospectus, required to register as an “investment company” under the Investment Company Act of 1940, as amended (the “Investment Company Act”).

(xxvi)    Insurance. Except as otherwise disclosed in the Prospectus, each of the Company and its subsidiaries are insured by recognized and reputable institutions with policies in such amounts and with such deductibles and covering such risks as are generally deemed adequate and customary for their businesses including, but not limited to, policies covering real and personal property owned or leased by the Company and its subsidiaries against theft, damage, destruction and acts of vandalism. The Company has no reason to believe that it or any of its subsidiaries will not be able (i) to renew its existing insurance coverage as and when such policies expire or (ii) to obtain comparable coverage from similar institutions as may be necessary or appropriate to conduct its business as now conducted and at a cost that could not be expected to result in a Material Adverse Change. Neither the Company nor any of its subsidiaries has been denied any insurance coverage which it has sought or for which it has applied.

(xxvii)    No Price Stabilization or Manipulation; Compliance with Regulation M. Neither the Company nor any of its subsidiaries has taken, directly or indirectly, any action designed to or that might cause or result in stabilization or manipulation of the price of the Common Shares or of any “reference security” (as defined in Rule 100 of Regulation M under the Exchange Act (“Regulation M”)) with respect to the Common Shares, whether to facilitate the sale or resale of the Shares or otherwise, and has taken no action which would directly or indirectly violate Regulation M.

(xxviii) Related Party Transactions. There are no business relationships or related-party transactions involving the Company or any of its subsidiaries or any other person required to be described in the Registration Statement or the Prospectus which have not been described as required.

(xxix)    FINRA Matters. All of the information provided to the Agent or the Forward Purchaser, or to counsel for the Agent and the Forward Purchaser, by the Company, its counsel, its officers and directors and the holders of any securities (debt or equity) or options to acquire any securities of the Company in connection with the offering of the Shares is true, complete, correct and compliant with FINRA rules and any letters, filings or other supplemental information provided to FINRA pursuant to FINRA Rules or NASD Conduct Rules is true, complete and correct. The Company meets the requirements for use of Form S-3 under the Securities Act specified in FINRA Rule 5110(b)(7)(C)(i).

(xxx)    No Unlawful Contributions or Other Payments. Except as otherwise disclosed in the Prospectus, neither the Company nor any of its subsidiaries nor, to the best of the Company’s knowledge, any employee or agent of the Company or any subsidiary, has made any contribution or other payment to any official of, or candidate for, any federal, state or foreign office in violation of any law or of the character required to be disclosed in the Registration Statement and the Prospectus.

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(xxxi)    Compliance with Environmental Laws. Except as described in the Prospectus and except as could not be expected, individually or in the aggregate, to result in a Material Adverse Change; (i) neither the Company nor any of its subsidiaries is in violation of any federal, state, local or foreign statute, law, rule, regulation, ordinance, code, policy or rule of common law or any judicial or administrative interpretation thereof, including any judicial or administrative order, consent, decree or judgment, relating to pollution or protection of human health, the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata) or wildlife, including, without limitation, laws and regulations relating to the release or threatened release of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum or petroleum products (collectively, “Hazardous Materials”) or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials (collectively, “Environmental Laws”), (ii) the Company and its subsidiaries have all permits, authorizations and approvals required under any applicable Environmental Laws and are each in compliance with their requirements, (iii) there are no pending or threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, investigation or proceedings relating to any Environmental Law against the Company or any of its subsidiaries and (iv) there are no events or circumstances that might reasonably be expected to form the basis of an order for clean-up or remediation, or an action, suit or proceeding by any private party or governmental body or agency, against or affecting the Company or any of its subsidiaries relating to Hazardous Materials or any Environmental Laws.

(xxxii)    Periodic Review of Costs of Environmental Compliance. In the ordinary course of its business, the Company conducts a periodic review of the effect of Environmental Laws on the business, operations and properties of the Company and its subsidiaries, in the course of which it identifies and evaluates associated costs and liabilities (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties). No facts or circumstances have come to the Company’s attention that could result in costs or liabilities that could be expected, individually or in the aggregate, to result in a Material Adverse Change.

(xxxiii)     ERISA Compliance. Except as otherwise disclosed in the Prospectus, the Company and its subsidiaries and any “employee benefit plan” (as defined under the Employee Retirement Income Security Act of 1974, as amended, and the regulations and published interpretations thereunder (collectively, “ERISA”)) established or maintained by the Company, its subsidiaries or their “ERISA Affiliates” (as defined below) are in compliance in all material respects with ERISA. “ERISA Affiliate” means, with respect to the Company or any of its subsidiaries, any member of any group of organizations described in Sections 414(b), (c), (m) or (o) of the Internal Revenue Code of 1986, as amended, and the regulations and published interpretations thereunder (the “Code”) of which the Company or such subsidiary is a member. No “reportable event” (as defined

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under ERISA) has occurred or is reasonably expected to occur with respect to any “employee benefit plan” established or maintained by the Company, its subsidiaries or any of their ERISA Affiliates. No “employee benefit plan” established or maintained by the Company, its subsidiaries or any of their ERISA Affiliates, if such “employee benefit plan” were terminated, would have any “amount of unfunded benefit liabilities” (as defined under ERISA). Neither the Company, its subsidiaries nor any of their ERISA Affiliates has incurred or reasonably expects to incur any liability under (i) Title IV of ERISA with respect to termination of, or withdrawal from, any “employee benefit plan” or (ii) Sections 412, 4971, 4975 or 4980B of the Code. Each “employee benefit plan” established or maintained by the Company, its subsidiaries or any of their ERISA Affiliates that is intended to be qualified under Section 401(a) of the Code is so qualified and nothing has occurred, whether by action or failure to act, which would cause the loss of such qualification.

(xxxiv) Brokers. Except as otherwise disclosed in the Prospectus, there is no broker, finder or other party that is entitled to receive from the Company any brokerage or finder’s fee or other fee or commission as a result of any transactions contemplated by this Agreement.

(xxxv)    No Outstanding Loans or Other Extensions of Credit. The Company does not have any outstanding extension of credit, in the form of a personal loan, to or for any director or executive officer (or equivalent thereof) of the Company except for such extensions of credit as are expressly permitted by Section 13(k) of the Exchange Act.

(xxxvi) Compliance with Laws. The Company and its subsidiaries have been and are in compliance with all applicable laws, rules and regulations, except where failure to be so in compliance could not be expected, individually or in the aggregate, to result in a Material Adverse Change.

(xxxvii) Dividend Restrictions. Except as disclosed in the Prospectus, no subsidiary of the Company is prohibited or restricted, directly or indirectly, from paying dividends to the Company, or from making any other distribution with respect to such subsidiary’s equity securities or from repaying to the Company or any other subsidiary of the Company any amounts that may from time to time become due under any loans or advances to such subsidiary from the Company or from transferring any property or assets to the Company or to any other subsidiary.

(xxxviii) Anti-Corruption and Anti-Bribery Laws. Neither the Company nor any of its subsidiaries nor any director, officer, or employee of the Company or any of its subsidiaries, nor to the knowledge of the Company, any agent, affiliate or other person acting on behalf of the Company or any of its subsidiaries has, in the course of its actions for, or on behalf of, the Company or any of its subsidiaries (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity; (ii) made or taken any act in furtherance of an offer, promise, or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official or employee, including of any government-owned or controlled entity or public international organization, or any political party, party official,

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or candidate for political office; (iii) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), the UK Bribery Act 2010, or any other applicable anti-bribery or anti-corruption law; or (iv) made, offered, authorized, requested, or taken an act in furtherance of any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment or benefit. The Company and its subsidiaries and, to the knowledge of the Company, the Company’s affiliates have conducted their respective businesses in compliance with the FCPA and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith.

(xxxix) Money Laundering Laws. The operations of the Company and its subsidiaries are, and have been conducted at all times, in compliance with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar applicable rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries with respect to the Money Laundering Laws is pending or, to the best knowledge of the Company, threatened.

(xl) Sanctions. Neither the Company nor any of its subsidiaries, directors, officers, or employees, nor, to the knowledge of the Company, after due inquiry, any agent, affiliate or other person acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State, the United Nations Security Council, the European Union, Her Majesty’s Treasury of the United Kingdom, or other relevant sanctions authority (collectively, “Sanctions”); nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea, and Syria; and the Company will not directly or indirectly use the proceeds of this offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, or any joint venture partner or other person or entity, for the purpose of financing the activities of or business with any person, or in any country or territory, that at the time of such financing, is the subject or the target of Sanctions or in any other manner that will result in a violation by any person (including any person participating in the transaction whether as underwriter, advisor, investor or otherwise) of applicable Sanctions. For the past five years, the Company and its subsidiaries have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country.

(xli) Sarbanes-Oxley. The Company is in compliance, in all material respects, with all applicable provisions of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated thereunder.

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(xlii) Duties, Transfer Taxes, Etc. No stamp or other issuance or transfer taxes or duties and no capital gains, income, withholding or other taxes are payable by the Agent or the Forward Purchaser in the United States or any political subdivision or taxing authority thereof or therein in connection with the execution, delivery or performance of this Agreement by the Company or the sale and delivery by the Company of the Shares.

(xliii) Cybersecurity. The Company and its subsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Company and its subsidiaries as currently conducted, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Company and its subsidiaries have implemented and maintained commercially reasonable physical, technical and administrative controls, policies, procedures, and safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and data, including “Personal Data,” used in connection with their businesses. “Personal Data” means (i) a natural person’s name, street address, telephone number, e-mail address, photograph, social security number or tax identification number, driver’s license number, passport number, credit card number, bank information, or customer or account number; (ii) any information which would qualify as “personally identifying information” under the Federal Trade Commission Act, as amended; (iii) “personal data” as defined by GDPR; (iv) any information which would qualify as “protected health information” under the Health Insurance Portability and Accountability Act of 1996, as amended by the Health Information Technology for Economic and Clinical Health Act (collectively, “HIPAA”); and (v) any other piece of information that allows the identification of such natural person, or his or her family, or permits the collection or analysis of any data related to an identified person’s health or sexual orientation. There have been no breaches, violations, outages or unauthorized uses of or accesses to same, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor any incidents under internal review or, to the Company’s knowledge, investigations relating to the same. The Company and its subsidiaries are presently in material compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification.

(xliv)    Compliance with Data Privacy Laws. The Company and its subsidiaries are, and in the past five years have been, in material compliance with all applicable state and federal data privacy and security laws and regulations, including without limitation HIPAA (collectively, the “Privacy Laws”). To ensure compliance with the Privacy Laws, the Company and its subsidiaries have in place, comply with, and take appropriate steps reasonably designed to ensure compliance in all material respects with their policies and procedures relating to data privacy and security and the collection, storage, use,

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disclosure, handling, and analysis of Personal Data (the “Policies”). The Company and its subsidiaries have at all times made all disclosures to users or customers required by applicable laws and regulatory rules or requirements, and none of such disclosures made or contained in any Policy have, to the knowledge of the Company, been inaccurate or in violation of any applicable laws and regulatory rules or requirements in any material respect. The Company further represents that neither it nor any subsidiary: (i) has received notice of any actual or potential liability under or relating to, or actual or potential violation of, any of the Privacy Laws, and has no knowledge of any event or condition that would reasonably be expected to result in any such notice; (ii) is currently conducting or paying for, in whole or in part, any investigation, remediation, or other corrective action pursuant to any Privacy Law; or (iii) is a party to any order, decree, or agreement that imposes any obligation or liability under any Privacy Law.

(xlv)    Other Underwriting Agreements. The Company is not a party to any agreement with an agent or underwriter for any other “at the market” or continuous equity transaction.

Any certificate signed by any officer or representative of the Company or any of its subsidiaries and delivered to the Agent or the Forward Purchaser, or counsel for the Agent and Forward Purchaser, in connection with an issuance of Shares or sale of Forward Hedge Shares shall be deemed a representation and warranty by the Company to the Agent or the Forward Purchaser, as applicable as to the matters covered thereby on the date of such certificate.

The Company acknowledges that the Agent and the Forward Purchaser and, for purposes of the opinions to be delivered pursuant to Section 4(a)(xiv) hereof, counsel to the Company and counsel to the Agent and the Forward Purchaser, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliance.

(b)    The Selling Stockholder represents and warrants to the Agent and the Forward Purchaser, as applicable, at (i) each applicable Representation Date and (ii) in the case of a forward sale, each day during the Forward Hedge Selling Period, and agrees with the Agent and the Forward Purchaser, as applicable, as follows:

(i)    Accurate Disclosure. Neither the Registration Statement nor the Prospectus or any amendments or supplements thereto includes any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, provided that such representations and warranties set forth in this subsection (b)(i) apply only to statements or omissions made in reliance upon and in conformity with information relating to the Selling Stockholder furnished in writing by or on behalf of the Selling Stockholder expressly for use in the Registration Statement, the Prospectus or any amendment or supplement thereto (the “Selling Stockholder Information”); the Selling Stockholder is not prompted to sell the Shares to be sold by the Selling Stockholder hereunder by any material information concerning the Company or any subsidiary of the Company which is not set forth in the Registration Statement or the Prospectus or otherwise publicly available.

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(ii)    Authorization of this Agreement. This Agreement and the Master Forward Confirmation have been duly authorized, executed and delivered by or on behalf of the Selling Stockholder.

(iii)    Noncontravention. The execution and delivery of this Agreement and the Master Forward Confirmation, the sale and delivery of the Common Shares to be sold by the Selling Stockholder and the delivery (or deemed delivery) of any Forward Settlement Shares by the Seller Stockholder and the consummation of the transactions contemplated herein and compliance by the Selling Stockholder with its obligations hereunder and under the Master Forward Confirmation do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default under, or result in the creation or imposition of any tax, lien, charge or encumbrance upon the Common Shares to be sold by the Selling Stockholder, or the Forward Settlement Shares delivered (or deemed delivered) by the Selling Stockholder under the Master Forward Confirmation, or any property or assets of the Selling Stockholder pursuant to any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, license, lease or other agreement or instrument to which the Selling Stockholder is a party or by which the Selling Stockholder may be bound, or to which any of the property or assets of the Selling Stockholder is subject, nor will such action result in any violation of the provisions of the charter or by-laws or other organizational instrument of the Selling Stockholder, if applicable, or any applicable treaty, law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Selling Stockholder or any of its properties.

(iv)    Valid Title. The Selling Stockholder has, and each Settlement Date will have, valid title to the Common Shares to be sold by the Selling Stockholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Shares to be sold by such Selling Stockholder or a valid security entitlement in respect of such Securities.

(v)    Delivery of Securities. Upon payment of the purchase price for the Common Shares to be sold by the Selling Stockholder directly to the Agent as principal pursuant to this Agreement, delivery of such Common Shares, as directed by the Agent, to Cede & Co. (“Cede”) or such other nominee as may be designated by The Depository Trust Company (“DTC”) (unless delivery of such Common Shares is unnecessary because such Common Shares are already in possession of Cede or such nominee), registration of such Common Shares in the name of Cede or such other nominee (unless registration of such Common Shares is unnecessary because such Common Shares are already registered in the name of Cede or such nominee), and the crediting of such Common Shares on the books of DTC to securities accounts (within the meaning of Section 8-501(a) of the UCC) of the Agent (assuming that neither DTC nor the Agent has notice of any “adverse claim,” within the meaning of Section 8-105 of the Uniform Commercial Code then in effect in the State of New York (“UCC”), to such Common Shares), (A) under Section 8-501 of the UCC, the Agent will acquire a valid “security

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entitlement” in respect of such Common Shares and (B) no action (whether framed in conversion, replevin, constructive trust, equitable lien, or other theory) based on any “adverse claim,” within the meaning of Section 8-102 of the UCC, to such Common Shares may be asserted against the Agent with respect to such security entitlement; for purposes of this representation, the Selling Stockholder may assume that when such payment, delivery (if necessary) and crediting occur, (I) such Common Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (II) DTC will be registered as a “clearing corporation,” within the meaning of Section 8-102 of the UCC, (III) appropriate entries to the accounts of the Agent on the records of DTC will have been made pursuant to the UCC, (IV) to the extent DTC, or any other securities intermediary which acts as “clearing corporation” with respect to the Common Shares, maintains any “financial asset” (as defined in Section 8-102(a)(9) of the UCC in a clearing corporation pursuant to Section 8-111 of the UCC, the rules of such clearing corporation may affect the rights of DTC or such securities intermediaries and the ownership interest of the Agent, (V) claims of creditors of DTC or any other securities intermediary or clearing corporation may be given priority to the extent set forth in Section 8-511(b) and 8-511(c) of the UCC and (VI) if at any time DTC or other securities intermediary does not have sufficient Common Shares to satisfy claims of all of its entitlement holders with respect thereto then all holders will share pro rata in the Common Shares then held by DTC or such securities intermediary.

(vi)    Absence of Manipulation. The Selling Stockholder has not taken, and will not take, directly or indirectly, any action which is designed to or which constituted or would reasonably be expected to cause or result in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Common Shares.

(vii)    Absence of Further Requirements. No filing with, or consent, approval, authorization, order, registration, qualification or decree of any arbitrator, court, governmental body, regulatory body, administrative agency or other authority, body or agency, domestic or foreign, is necessary or required for the performance by the Selling Stockholder of its obligations hereunder, or in connection with the sale and delivery of the Common Shares hereunder or the consummation of the transactions contemplated by this Agreement, except such as have been already obtained or as may be required under the Securities Act, the regulations promulgated thereunder, the rules of Nasdaq, state securities laws or the rules of FINRA.

(viii)    No Registration or Other Similar Rights. Except as described in the Registration Statement and the Prospectus, the Selling Stockholder does not have any registration or other similar rights to have any equity or debt securities registered for sale by the Company under the Registration Statement or included in the offering contemplated by this Agreement.

(ix)    No Free Writing Prospectuses. The Selling Stockholder has not prepared or had prepared on its behalf or used or referred to, any Free Writing Prospectus (as

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defined in Rule 405), and has not distributed any written materials in connection with the offer or sale of the Common Shares.

(x)    No Association with FINRA. Neither the Selling Stockholder nor any of its affiliates directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with any member firm of FINRA or is a person associated with a member (within the meaning of the FINRA By-Laws) of FINRA.

Any certificate signed by any officer or other authorized signatory of the Selling Stockholder and delivered to the Forward Purchaser or to counsel for the Forward Purchaser shall be deemed a representation and warranty by the Selling Stockholder to the Agent as to the matters covered thereby.

Section 3. ISSUANCE AND SALE OF COMMON SHARES

(a)    Sale of Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, (i) the Company and the Agent agree that the Company may from time to time seek to sell Shares through the Agent, acting as sales agent, or directly to the Agent, acting as principal, as follows, with an aggregate Sales Price of up to the Maximum Program Amount, based on and in accordance with Issuance Notices as the Company may deliver, during the Agency Period, (ii) the Selling Stockholder may sell Shares through the Agent, acting as sales agent, or directly to the Agent, acting as principal, by means of ordinary brokers’ transactions on Nasdaq or otherwise at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices and (iii) the Forward Purchaser may sell Forward Hedge Shares in accordance with Section 3(e).

(b)    Mechanics of Issuances.

    (i)    Issuance Notice. Upon the terms and subject to the conditions set forth herein, on any Trading Day during the Agency Period on which the conditions set forth in Section 5(a) shall have been satisfied, the Company may exercise its right to request an issuance of Shares by delivering to the Agent an Issuance Notice as to the maximum number of Shares to be sold on such Trading Day and the minimum price per Share at which such Shares may be sold; provided, however, that (A) in no event may the Company deliver an Issuance Notice to the extent that (I) the sum of (x) the aggregate Sales Price of the requested Issuance Amount, plus (y) the aggregate Sales Price of all Shares issued under all previous Issuance Notices effected pursuant to this Agreement, would exceed the Maximum Program Amount; and (B) prior to delivery of any Issuance Notice, the period set forth for any previous Issuance Notice shall have expired or been terminated. An Issuance Notice shall be considered delivered on the Trading Day that it is received by e-mail to the persons set forth in Schedule A hereto and confirmed by the Company by telephone (including a voicemail message to the persons so identified), with the understanding that, with adequate prior written notice, the Agent may modify the list of such persons from time to time.

(ii)    Selling Stockholder Notice. Upon the terms and subject to the conditions set forth herein, on any Trading Day during the Agency Period on which the conditions set forth

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in Section 5(b) shall have been satisfied, the Selling Stockholder may exercise its right to request to sell Shares by instructing the Agent by telephone (confirmed promptly by telecopy or email, which confirmation will be promptly acknowledged by the Agent) as to the maximum number of Shares to be sold on such Trading Day and the minimum price per Share at which such Shares may be sold.

(iii)    Agent Efforts. Upon the terms and subject to the conditions set forth in this Agreement, upon the receipt of an Issuance Notice or instruction from the Selling Stockholder, as applicable, the Agent will use its commercially reasonable efforts consistent with its normal sales and trading practices to place the Shares with respect to which the Agent has agreed to act as sales agent, subject to, and in accordance with the information specified in, the Issuance Notice or the instruction from the Selling Stockholder, as applicable, unless the sale of the Shares described therein has been suspended, cancelled or otherwise terminated in accordance with the terms of this Agreement. For the avoidance of doubt, the Company or the Agent may modify an Issuance Notice at any time provided they both agree in writing to any such modification. The Selling Stockholder and the Agent each acknowledge and agree that (A) there can be no assurance that the Agent will be successful in selling any Shares and (B) the Agent will not incur any liability or obligation to the Selling Stockholder if it fails to sell Shares for any reason other than a failure to use its commercially reasonable efforts, consistent with its normal trading and sales practices and applicable law and regulations, to sell such Shares as required by this Agreement.

    (iv)    Method of Offer and Sale. The Shares may be offered and sold (A) in privately negotiated transactions with the consent of the Company; (B) as block transactions; or (C) by any other method permitted by law deemed to be an “at the market offering” as defined in Rule 415(a)(4) under the Securities Act, including sales made directly on the Principal Market or sales made into any other existing trading market of the Common Shares. Nothing in this Agreement shall be deemed to require either party to agree to the method of offer and sale specified in the preceding sentence, and (except as specified in clauses (A) and (B) above) the method of placement of any Shares by the Agent shall be at the Agent’s discretion.

    (v)    Confirmation to the Company and the Selling Stockholder. If acting as sales agent hereunder, the Agent will provide written confirmation to (A) the Company no later than the opening of the Trading Day next following the Trading Day on which it has placed Shares for the Company hereunder setting forth the number of shares sold on such Trading Day, the corresponding Sales Price and the Issuance Price payable to the Company in respect thereof and (B) the Selling Stockholder following the close of trading on Nasdaq on each Trading Day on which Shares of the Selling Stockholder are sold under this Agreement setting forth the number of Shares of the Selling Stockholder sold on such day, the aggregate gross sales proceeds of the Shares of the Selling Stockholder, the aggregate net proceeds to the Selling Stockholder and the aggregate compensation payable by the Selling Stockholder to the Agent with respect to such sales.

    (vi)    Settlement of Issuances and Sales by the Company. Each issuance and sale of Shares by the Company will be settled on the applicable Settlement Date. Subject to the provisions of Section 5, on or before each such Settlement Date, the Company will, or will cause

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its transfer agent to, electronically issue and transfer or transfer, as applicable, the Shares being issued and sold by crediting the Agent or its designee’s account at The Depository Trust Company through its Deposit/Withdrawal At Custodian (DWAC) System, or by such other means of delivery as may be mutually agreed upon by the parties hereto and, upon receipt of such Shares, which in all cases shall be freely tradable, transferable, registered shares in good deliverable form, the Agent will deliver, by wire transfer of immediately available funds, the related Issuance Price in same day funds delivered to an account designated by the Company prior to the Settlement Date. The Company may sell Shares to the Agent as principal at a price agreed upon at each relevant time Shares are sold pursuant to this Agreement (each, a “Time of Sale”).

    (vii)    Settlement of Issuances and Sales by the Selling Stockholder. Subject to the provisions of Section 5, on or before each Settlement Date for the sale of Shares by the Selling Stockholder through the Agent as sales agent, such Shares shall be delivered by the Selling Stockholder to the Agent in book-entry form to the Agent’s account at The Depository Trust Company against payment by the Agent of the net proceeds from the sale of such Shares in same day funds delivered to an account designated by the Selling Stockholder. The Selling Stockholder may sell Shares to the Agent as principal as set forth in a Terms Agreement executed with respect to such sale.

    (viii)    Suspension or Termination of Sales. Consistent with standard market settlement practices, the Company or the Selling Stockholder, as applicable, on the one hand, or the Agent, on the other hand, may, upon notice to the other party hereto in writing (including via email) or by telephone (confirmed promptly by verifiable email), suspend any sale of Shares, and, with respect to sales by the Company, the period set forth in an Issuance Notice, with respect to the Company, shall immediately terminate; provided, however, that (A) such suspension and termination shall not affect or impair any party’s obligations with respect to any Shares placed or sold hereunder prior to the receipt of such notice; (B) if the Company or the Selling Stockholder, as applicable, suspends or terminates any sale of Shares after the Agent confirms such sale to the Company or the Selling Stockholder, as applicable, the Company or the Selling Stockholder, as applicable, shall still be obligated to comply with Section 3(b)(vi) or Section 3(b)(vii), as applicable, with respect to such Shares; and (C) if the Company or the Selling Stockholder, as applicable, defaults in its obligation to deliver Shares on a Settlement Date, the Company or the Selling Stockholder, as applicable, agrees that it will hold the Agent harmless against any loss, claim, damage or expense (including, without limitation, penalties, interest and reasonable and documented legal fees and expenses), as incurred, arising out of or in connection with such default by the Company or the Selling Stockholder, as applicable. The parties hereto acknowledge and agree that, in performing its obligations under this Agreement, the Agent may borrow Common Shares from stock lenders in the event that the Company or the Selling Stockholder, as applicable, has not delivered Shares to settle sales as required by subsection (vi) or (vii) above, as applicable, and may use the Shares to settle or close out such borrowings. The Company agrees that no notice of suspension delivered by the Company pursuant to this Section 3(b)(viii) shall be effective against the Agent unless it is made to the persons identified in writing by the Agent pursuant to Section 3(b)(i). While a suspension is in effect, any obligation with

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respect to the delivery of consents, certificates, opinions, or comfort letters to the Agent shall be deemed waived.

    (ix)    No Guarantee of Placement, Etc. Each of the Company and the Selling Stockholder acknowledges and agrees that (A) there can be no assurance that the Agent will be successful in placing Shares; (B) the Agent will incur no liability or obligation to the Company, the Selling Stockholder or any other Person if it does not sell Shares; and (C) the Agent shall be under no obligation to purchase Shares on a principal basis pursuant to this Agreement, except as otherwise specifically agreed by the Agent, on the one hand, and the Company or the Selling Stockholder, as applicable, on the other hand. If each of the Company and the Selling Stockholder instruct the Agent to sell Shares on the same Trading Day, and the Agent determines that, in its good faith opinion, the total number or dollar amount of Shares requested to be issued or sold on such Trading Day pursuant to such instructions exceeds the number or dollar amount that can be sold without having an adverse effect on the applicable sales, including the price at which such Shares can be sold, then the Agent shall (i) promptly advise the Company and the Selling Stockholder in writing of such determination and (ii) sell (a) first, the Shares requested to be issued and sold by the Company and (b) second, if clause (a) above is satisfied, the Shares requested to be sold by the Selling Stockholder, in each case, up to the total amount of sales that may be consummated without having an adverse effect on the applicable sales, including the price at which such Shares can be sold.

(x)    Material Non-Public Information. Notwithstanding any other provision of this Agreement, the Company, the Selling Stockholder and the Agent agree that the Company or the Selling Stockholder, as applicable, shall not deliver any Issuance Notice to the Agent, in the case of the Company, or an instruction from the Selling Stockholder to the Agent, in the case of the Selling Stockholder, and the Agent shall not be obligated to place any Shares, during any period in which the Company or the Selling Stockholder, as applicable, is in possession of material non-public information.

(c)    Fees.

(i)    As compensation for services rendered with respect to any sale of Shares by the Company, the Company shall pay to the Agent, on the applicable Settlement Date, the Selling Commission for the applicable Issuance Amount (including with respect to any suspended or terminated sale pursuant to Section 3(b)(viii) but only with respect to Shares actually sold by the Agent) by the Agent deducting the Selling Commission from the applicable Issuance Amount.

(ii)    As compensation for services rendered with respect to any sale of Shares by the Selling Stockholder, the Selling Stockholder shall pay to the Agent, on the applicable Settlement Date, the Selling Commission for the applicable Shares of the Selling Stockholder sold (including with respect to any suspended or terminated sale pursuant to Section 3(b)(viii) but only with respect to Shares actually sold by the Agent) by the Agent deducting the Selling Commission from the applicable Issuance Amount.

(d)    Expenses.

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(i)    The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance and delivery of the Shares (including all printing and engraving costs); (ii) all fees and expenses of the registrar and transfer agent of the Shares; (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Shares; (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors; (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Prospectus, any Free Writing Prospectus (as defined below) prepared by or on behalf of, used by, or referred to by the Company, and all amendments and supplements thereto, and this Agreement; (vi) all filing fees, attorneys’ fees and expenses incurred by the Company, the Agent or the Forward Purchaser in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Shares or the Forward Hedge Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the Agent or the Forward Purchaser, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper” and any supplements thereto, advising the Agent of such qualifications, registrations, determinations and exemptions; (vii) the reasonable and documented fees and disbursements of the Agent’s or Forward Purchaser’s counsel in connection with the review by FINRA, if any, of the terms of sales of Shares; (viii) the filing fees incident to FINRA review, if any; and (ix) the fees and expenses associated with listing the Shares on the Principal Market. The fees and disbursements of Agent’s and Forward Purchaser’s counsel pursuant to subsections (vi) and (vii) above shall not exceed (A) $75,000 in connection with entry into this Agreement and (B) $15,000 in connection with each Triggering Event Date (as defined below) on which the Company is required to provide a certificate pursuant to Section 4(a)(xv), except on any Triggering Event Date on which only the Selling Stockholder delivers Shares to the Agent as principal on a Settlement Date.

    (ii)    The Selling Stockholder will pay or cause to be paid the following expenses incident to the performance of the Company’s and the Selling Stockholder’s obligations under this Agreement, and for all other expenses incident to the performance of the Selling Stockholder’s obligations under this Agreement: (i) the delivery of the Shares, including any stock or other transfer taxes and any stamp or other duties payable upon the sale, issuance or delivery of the Shares to the Agent, (ii) the costs and expenses relating to investor presentations on any “road show” undertaken in connection with the marketing of Shares to be sold by the Selling Stockholder, (iii) the reasonable documented out-of-pocket expenses of the Agent and the Forward Purchaser, including the reasonable fees, disbursements and expenses of counsel for the Agent and the Forward Purchaser in connection with this Agreement, the Master Forward Confirmation and the Registration Statement and ongoing services in connection with the transactions contemplated hereunder, and (iv) the costs and expenses (including, without limitation, any damages or other amounts payable in connection with legal or contractual liability) associated with the reforming of any contracts for the sale of Shares or Forward Hedge Shares caused by a breach of the Selling Stockholder’s representation contained in the second sentence of Section 2(b)(i) hereof. On any Triggering Event Date on which only the Selling

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Stockholder delivers Shares to the Agent as principal on a Settlement Date, the Selling Stockholder will pay or cause to be paid the following expenses incident to the performance of the Company’s and the Selling Stockholder’s obligations under this Agreement: (x) all filing fees, attorneys’ fees and expenses incurred by the Company, the Agent or the Forward Purchaser in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Shares or the Forward Hedge Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the Agent or the Forward Purchaser, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper” and any supplements thereto, advising the Agent of such qualifications, registrations, determinations and exemptions; (y) the reasonable and documented fees and disbursements of the Agent’s or Forward Purchaser’s counsel in connection with the review by FINRA, if any, of the terms of sales of Shares; provided that such fees shall not exceed $15,000 in connection with each such Triggering Event Date.

The Agent shall not have any obligation to purchase Shares as principal, whether from the Selling Stockholder or otherwise, unless the Company and the Agent agree as set forth below. Shares purchased from the Selling Stockholder by the Agent, individually or in a syndicate, as principal shall be made in accordance with terms agreed upon between the Agent and the Selling Stockholder as evidenced by a Terms Agreement. The Agent’s commitment to purchase Shares from the Selling Stockholder as principal shall be deemed to have been made on the basis of the accuracy of the representations and warranties of the Company and the Selling Stockholder, and performance by the Company and the Selling Stockholder of their respective covenants and other obligations, herein contained and shall be subject to the terms and conditions herein set forth. At the time of each Terms Agreement, the Agent shall specify the requirements, if any, for the officers’ certificate, opinions and letters of counsel and accountants’ letter pursuant to Section 4(a)(xv), (xvi) and (xvii), respectively, hereof. In the event of a conflict between the terms of this Agreement and a Terms Agreement, the terms of such Terms Agreement shall control.

(e)    Sales of Forward Hedge Shares.

    (i)    Forward Placement Notice. Upon the terms and subject to the conditions set forth herein, on any Trading Day during the Agency Period on which the conditions set forth in Section 5(b) shall have been satisfied, the Selling Stockholder may exercise its right to request the entry into a Forward by delivering to the Forward Purchaser (with a copy to the Company) a Forward Placement Notice; provided, however, that (A) in no event may the Selling Stockholder deliver a Forward Placement Notice to the extent that the sum of (x) the “Size Cap” (as defined in the Master Forward Confirmation) specified in such Forward Placement Notice (the “Forward Share Number”), plus (y) the aggregate number of (i) Forward Hedge Shares previously sold in connection with this Agreement and (ii) Common Shares otherwise sold by the Selling Stockholder to or through the Agent under this Agreement, would exceed the Maximum Selling Stockholder Amount; and (B) prior to delivery of any Forward Placement Notice, the Forward Hedge Selling Period for any previous Forward Placement Notice shall have expired or been terminated. A Forward Placement Notice shall be considered delivered on the Trading Day that it is received by e-mail to the persons set forth in Schedule A hereto and confirmed by the Selling Stockholder by telephone (including a voicemail message to the persons so identified), with the understanding that, with adequate prior written notice, the

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Forward Purchaser may modify the list of such persons from time to time. The Forward Purchaser may accept the Forward Placement Notice by executing and delivering to the Selling Stockholder such Forward Placement Notice. For the avoidance of doubt, the Forward Purchaser may reject any Forward Placement Notice in its sole discretion.

    (ii)    Forward Purchaser Efforts. Upon the terms and subject to the conditions set forth in this Agreement and the Master Forward Confirmation, upon the delivery of a Forward Placement Notice to the Forward Purchaser and the Forward Purchaser’s acceptance of such Forward Placement Notice, and unless the sale of the Forward Hedge Shares described therein has been suspended, cancelled or otherwise terminated in accordance with the terms of this Agreement or the Master Forward Confirmation, the Forward Purchaser will use commercially reasonable efforts to borrow (including, but not limited to, from the Selling Stockholder) Forward Hedge Shares up to the Forward Share Number for the applicable Forward Placement Notice accepted by the Forward Purchaser and will use commercially reasonable efforts consistent with its normal trading and sales practices to sell such Forward Hedge Shares. For the avoidance of doubt, the Selling Stockholder or the Forward Purchaser may modify a Forward Placement Notice at any time provided they both agree in writing to any such modification. The Selling Stockholder and the Forward Purchaser each acknowledge and agree that (A) there can be no assurance that the Forward Purchaser will be successful in selling any Forward Hedge Shares, (B) the Forward Purchaser will not incur any liability or obligation to the Selling Stockholder if it fails to sell any Forward Hedge Shares for any reason other than a failure to use its commercially reasonable efforts, consistent with its normal trading and sales practices and applicable law and regulations, to sell such Forward Hedge Shares as required by this Agreement and (C) the Forward Purchaser may elect to borrow such Forward Hedge Shares from either the Selling Stockholder or other share lenders at its sole discretion. Notwithstanding anything herein to the contrary and for the avoidance of doubt, a Forward Purchaser’s obligation to use commercially reasonable efforts to borrow all or any portion of the Forward Hedge Shares to use commercially reasonable efforts consistent with its normal trading and sales practices to sell such portion of the Forward Hedge Shares for any Forward hereunder shall be subject in all respects to clause (vi) of the provisions under the caption “Conditions to Effectiveness” in Section 3 of the Master Forward Confirmation.

    (iii)    Method of Offer and Sale. The Forward Hedge Shares may be offered and sold (A) in privately negotiated transactions; (B) as block transactions; or (C) by any other method permitted by law deemed to be an “at the market offering” as defined in Rule 415(a)(4) under the Securities Act, including sales made directly on the Principal Market or sales made into any other existing trading market of the Common Shares. Nothing in this Agreement shall be deemed to require any party to agree to the method of offer and sale specified in the preceding sentence, and (except as specified in clauses (A) and (B) above) the method of placement of any Forward Hedge Shares by the Forward Purchaser shall be at the Forward Purchaser’s discretion.

    (iv)    [RESERVED].

    (vi)    Suspension or Termination of Sales. Consistent with standard market settlement practices, the Selling Stockholder or the Forward Purchaser may, upon notice to the other party hereto in writing or by telephone (confirmed immediately by verifiable email), suspend any sale

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of Forward Hedge Shares under a previously delivered Forward Placement Notice; provided, however, that nothing herein shall affect or impair the Selling Stockholder’s obligations with respect to any Forward Hedge Shares sold hereunder prior to such suspension (including the obligation to enter into the resulting Forward Contract with respect to the number of Forward Hedge Share already sold).

(viii)    Material Non-Public Information. Notwithstanding any other provision of this Agreement, the Selling Stockholder and the Forward Purchaser agree that the Selling Stockholder shall not deliver any Forward Placement Notice to the Forward Purchaser at any time at which the Selling Stockholder is in possession of material non-public information with respect to the Company.

    (ix)    Sale of Forward Hedge Shares. In connection with any acceptance of a Forward Placement Notice by the Forward Purchaser, and subject to the terms this Agreement, no later than the opening of the Trading Day next following the last Trading Day of each Forward Hedge Selling Period (or, if earlier, the date on which any Forward Hedge Selling Period is terminated in accordance with the terms of this Agreement or the Master Forward Confirmation), the Forward Purchaser shall execute and deliver to the Selling Stockholder a Pricing Supplement, which shall be final and binding on the Selling Stockholder upon delivery thereof. For each Forward, the Selling Stockholder shall be obligated to enter into a Forward Contract with the Forward Purchaser, and the Forward Purchaser shall be obligated to use commercially reasonable efforts to borrow, and use commercially reasonable efforts consistent with its normal trading and sales practices to sell, the Forward Hedge Shares pursuant to such Forward only if and when the Selling Stockholder delivers a Forward Placement Notice to the Forward Purchaser and the Forward Purchaser has accepted such Forward Placement Notice as provided in Section 3(e)(i).

Section 4. ADDITIONAL COVENANTS

(a)    The Company covenants and agrees with the Agent, the Forward Purchaser and the QIU as follows, in addition to any other covenants and agreements made elsewhere in this Agreement:

(i)    Exchange Act Compliance. During the Agency Period, the Company shall (i) file, on a timely basis, with the Commission all reports and documents required to be filed under Section 13, 14 or 15 of the Exchange Act in the manner and within the time periods required by the Exchange Act; and (ii) either, at the Company’s option, (A) include in its quarterly reports on Form 10-Q and its annual reports on Form 10-K, a summary detailing, for the relevant reporting period, (1) the number of Shares sold through the Agent pursuant to this Agreement and (2) the net proceeds received by the Company from such sales or (B) prepare a prospectus supplement containing, or include in such other filing permitted by the Securities Act or Exchange Act (each an “Interim Prospectus Supplement”), such summary information and, at least once a quarter and subject to this Section 4, file such Interim Prospectus Supplement pursuant to Rule 424(b) under the Securities Act (and within the time periods required by Rule 424(b) and Rule 430B under the Securities Act)).

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(ii)    Securities Act Compliance. After the date of this Agreement, the Company shall promptly advise the Agent and the QIU in writing (i) of the receipt of any comments of, or requests for additional or supplemental information from, the Commission; (ii) of the time and date of any filing of any post-effective amendment to the Registration Statement, any Rule 462(b) Registration Statement or any amendment or supplement to the Prospectus, any Free Writing Prospectus; (iii) of the time and date that any post-effective amendment to the Registration Statement or any Rule 462(b) Registration Statement becomes effective; and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto, any Rule 462(b) Registration Statement or any amendment or supplement to the Prospectus or of any order preventing or suspending the use of any Free Writing Prospectus or the Prospectus, or of any proceedings to remove, suspend or terminate from listing or quotation the Common Shares from any securities exchange upon which they are listed for trading or included or designated for quotation, or, to the knowledge of the Company, of the threatening or initiation of any proceedings for any of such purposes. If the Commission shall enter any such stop order at any time, the Company will use its reasonable efforts to obtain the lifting of such order at the earliest possible moment. Additionally, the Company agrees that it shall comply with the provisions of Rule 424(b) and Rule 433, as applicable, under the Securities Act and will use its reasonable efforts to confirm that any filings made by the Company under such Rule 424(b) or Rule 433 were received in a timely manner by the Commission.

(iii)    Amendments and Supplements to the Prospectus and Other Securities Act Matters. If any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not misleading, or if in the opinion of counsel for the Agent it is otherwise necessary to amend or supplement the Prospectus to comply with applicable law, including the Securities Act, the Company agrees (subject to Section 4(a)(iv) and 4(a)(vi)) to promptly prepare, file with the Commission and furnish at its own expense to the Agent and the QIU, amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, be misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law including the Securities Act. Neither the Agent’s or the QIU’s consent to, or delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Sections 4(a)(iv) and 4(a)(vi).

(iv)    Agent’s and QIU’s Review of Proposed Amendments and Supplements. Prior to amending or supplementing the Registration Statement (including any registration statement filed under Rule 462(b) under the Securities Act) or the Prospectus (excluding any amendment or supplement through incorporation of any report filed under the Exchange Act), the Company shall furnish to the Agent and the QIU for review, a

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reasonable amount of time prior to the proposed time of filing or use thereof, a copy of each such proposed amendment or supplement, and the Company shall not file or use any such proposed amendment or supplement without the Agent’s and the QIU’s prior consent, which shall not be unreasonably withheld, conditioned or delayed, and shall file with the Commission within the applicable period specified in Rule 424(b) under the Securities Act any prospectus required to be filed pursuant to such Rule.

(v)    Use of Free Writing Prospectus. Neither the Company nor the Agent has prepared, used, referred to or distributed, or will prepare, use, refer to or distribute, without the other party’s prior written consent, any “written communication” that constitutes a “free writing prospectus” as such terms are defined in Rule 405 under the Securities Act with respect to the offering contemplated by this Agreement (any such free writing prospectus being referred to herein as a “Free Writing Prospectus”).

(vi)    Free Writing Prospectuses. The Company shall furnish to the Agent and the QIU for review, a reasonable amount of time prior to the proposed time of filing or use thereof, a copy of each proposed free writing prospectus or any amendment or supplement thereto to be prepared by or on behalf of, used by, or referred to by the Company and the Company shall not file, use or refer to any proposed free writing prospectus or any amendment or supplement thereto without the Agent’s and the QIU’s consent, which shall not be unreasonably withheld, conditioned or delayed. The Company shall furnish to the Agent and the QIU, without charge, as many copies of any free writing prospectus prepared by or on behalf of, or used by the Company, as the Agent or the QIU may reasonably request. If at any time when a prospectus is required by the Securities Act (including, without limitation, pursuant to Rule 173(d)) to be delivered in connection with sales of the Shares (but in any event if at any time through and including the date of this Agreement) there occurred or occurs an event or development as a result of which any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company conflicted or would conflict with the information contained in the Registration Statement or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at that subsequent time, not misleading, the Company shall promptly amend or supplement such free writing prospectus to eliminate or correct such conflict or so that the statements in such free writing prospectus as so amended or supplemented will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at such subsequent time, not misleading, as the case may be; provided, however, that prior to amending or supplementing any such free writing prospectus, the Company shall furnish to the Agent and the QIU for review, a reasonable amount of time prior to the proposed time of filing or use thereof, a copy of such proposed amended or supplemented free writing prospectus and the Company shall not file, use or refer to any such amended or supplemented free writing prospectus without the Agent’s and the QIU’s consent, which shall not be unreasonably withheld, conditioned or delayed.

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(vii)    Filing of Agent Free Writing Prospectuses. The Company shall not to take any action that would result in the Agent or the Company being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of the Agent that the Agent otherwise would not have been required to file thereunder.

(viii)    Copies of Registration Statement and Prospectus. After the date of this Agreement through the last time that a prospectus is required by the Securities Act (including, without limitation, pursuant to Rule 173(d)) to be delivered in connection with sales of the Shares, the Company agrees to furnish the Agent and the QIU with copies (which may be electronic copies) of the Registration Statement and each amendment thereto, and with copies of the Prospectus and each amendment or supplement thereto in the form in which it is filed with the Commission pursuant to the Securities Act or Rule 424(b) under the Securities Act, both in such quantities as the Agent and the QIU may reasonably request from time to time; and, if the delivery of a prospectus is required under the Securities Act or under the blue sky or securities laws of any jurisdiction at any time on or prior to the applicable Settlement Date for any period set forth in an Issuance Notice in connection with the offering or sale of the Shares and if at such time any event has occurred as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Prospectus is delivered, not misleading, or, if for any other reason it is necessary during such same period to amend or supplement the Prospectus or to file under the Exchange Act any document incorporated by reference in the Prospectus in order to comply with the Securities Act or the Exchange Act, to notify the Agent and to request that the Agent suspend offers to sell Shares (and, if so notified, the Agent shall cease such offers as soon as practicable); and if the Company decides to amend or supplement the Registration Statement or the Prospectus as then amended or supplemented, to advise the Agent promptly by telephone (with confirmation in writing) and to prepare and cause to be filed promptly with the Commission an amendment or supplement to the Registration Statement or the Prospectus as then amended or supplemented that will correct such misstatement or omission or effect such compliance; provided, however, that if during such same period the Agent is required to deliver a prospectus in respect of transactions in the Shares, the Company shall promptly prepare and file with the Commission such an amendment or supplement.

(ix)    Blue Sky Compliance. The Company shall cooperate with the Agent and counsel for the Agent to qualify or register the Shares for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws of those jurisdictions designated by the Agent, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Shares. The Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or

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where it would be subject to taxation as a foreign corporation. The Company will advise the Agent promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Shares for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its reasonable efforts to obtain the withdrawal thereof as soon as practicable.

(x)    Earnings Statement. As soon as practicable, the Company will make generally available to its security holders and to the Agent an earnings statement (which need not be audited), covering a period of at least twelve months beginning with the first fiscal quarter of the Company occurring after the date of this Agreement, which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 under the Securities Act. Notwithstanding the foregoing, the Company will be deemed to have furnished such statement to its security holders and the Agent to the extent it is available on EDGAR or any successor system.

(xi)    Listing; Reservation of Shares. (a) The Company will maintain the listing of the Common Shares on the Principal Market; and (b) the Company will reserve and keep available at all times, free of preemptive rights, Shares for the purpose of enabling the Company to satisfy its obligations under this Agreement.

(xii)    Transfer Agent. The Company shall engage and maintain, at its expense, a registrar and transfer agent for the Shares.

(xiii)    Due Diligence. During the term of this Agreement, the Company will reasonably cooperate with any reasonable due diligence review conducted by the Agent and the QIU in connection with the transactions contemplated hereby, including, without limitation, providing information and, upon reasonable prior notice, making available documents and senior corporate officers, during normal business hours and at the Company’s principal offices, as the Agent and the QIU may reasonably request from time to time.

(xiv)    Representations and Warranties. The Company acknowledges that each delivery of an Issuance Notice and each delivery of Shares on a Settlement Date shall be deemed to be (i) an affirmation to the Agent that the representations and warranties of the Company contained in or made pursuant to this Agreement are true and correct as of the date of such Issuance Notice or of such Settlement Date, as the case may be, as though made at and as of each such date, except as may be disclosed in the Prospectus (including any documents incorporated by reference therein and any supplements thereto); and (ii) an undertaking that the Company will advise the Agent if any of such representations and warranties will not be true and correct as of the Settlement Date for the Shares relating to such Issuance Notice, as though made at and as of each such date (except that such representations and warranties shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented relating to such Shares). The Company acknowledges that each sale of Forward Hedge Shares during the Forward Hedge Selling Period shall be deemed to be (i) an affirmation to the Forward Purchaser that the

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representations and warranties of the Company contained in Section 2(a)(ii) of this Agreement are true and correct as of the date of such sale of Forward Hedge Shares as though made at and as of each such date, except as may be disclosed in the Prospectus (including any documents incorporated by reference therein and any supplements thereto); and (ii) an undertaking that the Company will advise the Forward Purchaser if the representations and warranties in Section 2(a)(ii) of this Agreement will not be true and correct as of the date of the sale of any Forward Hedge Shares during the Forward Hedge Selling Period, as though made at and as of each such date (except that such representations and warranties shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented related to such Forward Hedge Shares).

(xv)    Deliverables at Triggering Event Dates; Certificates. The Company agrees that on or prior to the date of the first Issuance Notice and, during the term of this Agreement after the date of the first Issuance Notice, upon:

        (A)    the filing of the Prospectus or the amendment or supplement of any Registration Statement or Prospectus (other than a prospectus supplement relating solely to an offering of securities other than the Shares or a prospectus filed pursuant to Section 4(a)(ii)(B)), by means of a post-effective amendment, sticker or supplement, but not by means of incorporation of documents by reference into the Registration Statement or Prospectus;

        (B)    the filing with the Commission of an annual report on Form 10-K or a quarterly report on Form 10-Q (including any Form 10-K/A or Form 10-Q/A containing amended financial information or a material amendment to the previously filed annual report on Form 10-K or quarterly report on Form 10-Q), in each case, of the Company;

        (C)    the filing with the Commission of a current report on Form 8-K of the Company containing amended financial information (other than information “furnished” pursuant to Item 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) that is material to the offering of securities of the Company in the Agent’s or the QIU’s reasonable discretion; or

        (D)    the delivery of Shares by the Selling Stockholder to the Agent as principal on a Settlement Date; (each of the date of the first Issuance Notice and any such event, a “Triggering Event Date”), the Company shall furnish the Agent and the QIU (but in the case of clause (C) above only if the Agent or the QIU reasonably determines that the information contained in such current report on Form 8-K of the Company is material) with a certificate as of the Triggering Event Date, in the form and substance reasonably satisfactory to the Agent and its counsel, substantially similar to the form previously provided to the Agent and its counsel, modified, as necessary, to relate to the Registration Statement and the Prospectus as amended or supplemented, (A) confirming that the representations and warranties of the Company contained in this Agreement are true and correct, (B) that the Company has performed all of its obligations hereunder to be performed on or prior to the date of such certificate and as to the matters set forth in Section 5(a)(iii) hereof, and (C) containing any other certification that the Agent shall reasonably request. The requirement to provide a certificate under this Section 4(a)(xv) shall be automatically waived for any Triggering Event Date occurring at a time when no Issuance Notice

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is pending or a suspension is in effect, which waiver shall continue until the earlier to occur of the date the Company delivers instructions for the sale of Shares hereunder (which for such calendar quarter shall be considered a Triggering Event Date) and the next occurring Triggering Event Date. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following a Triggering Event Date when a suspension was in effect and did not provide the Agent and the QIU with a certificate under this Section 4(a)(xv), then before the Company delivers the instructions for the sale of Shares or the Agent sells any Shares pursuant to such instructions, the Company shall provide the Agent and the QIU with a certificate in conformity with this Section 4(a)(xv) dated as of the date that the instructions for the sale of Shares are issued.

(xvi)    Legal Opinions. On or prior to the date of the first Issuance Notice or the first Forward Placement Notice and on or prior to each Triggering Event Date with respect to which the Company is obligated to deliver a certificate pursuant to Section 4(a)(xv) for which no waiver is applicable and excluding the date of this Agreement, the Company shall cause to be furnished to the Agent, the Forward Purchaser and the QIU a negative assurances letter and the written legal opinion of Latham & Watkins LLP, counsel to the Company, and Skadden, Arps, Slate, Meagher & Flom LLP, counsel to the Agent and Forward Purchaser, each dated the date of delivery, in form and substance reasonably satisfactory to Agent and its counsel, substantially similar to the form previously provided to the Agent and its counsel, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented. In lieu of such opinions for subsequent periodic filings, in the discretion of the Agent, the Company may furnish a reliance letter from such counsel to the Agent, the Forward Purchaser and the QIU, permitting the Agent, the Forward Purchaser and the QIU to rely on a previously delivered opinion letter, modified as appropriate for any passage of time or Triggering Event Date (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as of such Triggering Event Date).

(xvii)    Comfort Letter. On or prior to the date of the first Issuance Notice or the first Forward Placement Notice and on or prior to each Triggering Event Date with respect to which the Company is obligated to deliver a certificate pursuant to Section 4(a)(xv) for which no waiver is applicable and excluding the date of this Agreement, the Company shall cause Grant Thornton LLP, the independent registered public accounting firm who has audited the financial statements included or incorporated by reference in the Registration Statement, to furnish the Agent, the Forward Purchaser and the QIU a comfort letter, dated the date of delivery, in form and substance reasonably satisfactory to the Agent and its counsel, substantially similar to the form previously provided to the Agent and its counsel; provided, however, that any such comfort letter will only be required on the Triggering Event Date specified to the extent that it contains financial statements filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into a Prospectus that have not previously been covered by a comfort letter delivered pursuant to this Section 4(a)(xvii). If requested by the Agent or the QIU, the Company shall also cause a comfort letter to be furnished to the

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Agent, the Forward Purchaser and the QIU within ten (10) Trading Days of the date of occurrence of any material transaction or event requiring the filing of a current report on Form 8-K containing material amended financial information of the Company, including the restatement of the Company’s financial statements. The Company shall not be required to furnish more than one comfort letter hereunder per calendar quarter.

(xviii)    Secretary’s Certificate. On or prior to the date of the first Issuance Notice or the first Forward Placement Notice and on or prior to each Triggering Event Date with respect to which the Company is obligated to deliver a certificate pursuant to Section 4(a)(xv) for which no waiver is applicable, the Company shall furnish the Agent, the Forward Purchaser and the QIU a certificate executed by the Secretary of the Company, signing in such capacity, dated the date of delivery (i) certifying that attached thereto are true and complete copies of the resolutions duly adopted by the Board of Directors of the Company authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby (including, without limitation, the issuance of the Shares pursuant to this Agreement), which authorization shall be in full force and effect on and as of the date of such certificate, (ii) certifying and attesting to the office, incumbency, due authority and specimen signatures of each Person who executed this Agreement for or on behalf of the Company, and (iii) containing any other certification that the Agent or the Forward Purchaser or the QIU shall reasonably request.

(xix)    Reserve Engineer Letter. On or prior to the date of the first Issuance Notice or the first Forward Placement Notice and on or prior to each Triggering Event Date with respect to which the Company is obligated to deliver a certificate pursuant to Section 4(a)(xv) for which no waiver is applicable and excluding the date of this Agreement, the Company shall cause John T. Boyd to furnish to the Agent, the Forward Purchaser and the QIU a letter, dated the date of delivery, in form and substance reasonably satisfactory to the Agent and its counsel.

(xx)    Agent’s Own Account; Clients’ Account. The Company consents to the Agent and the Forward Purchaser trading, in compliance with applicable law, in the Common Shares for the Agent’s or Forward Purchaser’s own accounts and for the accounts of their clients at the same time as sales of the Shares or Forward Hedge Shares occur pursuant to this Agreement.

(xxi)    Investment Limitation. The Company shall not invest, or otherwise use the proceeds received by the Company from its sale of the Shares in such a manner as would require the Company or any of its subsidiaries to register as an investment company under the Investment Company Act.

(xxii)    Market Activities. The Company will not take, directly or indirectly, any action designed to or that might be reasonably expected to cause or result in stabilization or manipulation of the price of the Shares or any other reference security, whether to facilitate the sale or resale of the Shares or otherwise, and the Company will, and shall cause each of its affiliates to, comply with all applicable provisions of Regulation M. If the limitations of Rule 102 of Regulation M (“Rule 102”) do not apply with respect to the Shares or any other reference security pursuant to any exception set forth in Section (d) of

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Rule 102, then promptly upon notice from the Agent (or, if later, at the time stated in the notice), the Company will, and shall cause each of its affiliates to, comply with Rule 102 as though such exception were not available but the other provisions of Rule 102 (as interpreted by the Commission) did apply. The Company shall promptly notify the Agent if it no longer meets the requirements set forth in Section (d) of Rule 102.

(xxiii)    Notice of Other Sale. Without the written consent of the Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares or securities convertible into or exchangeable for Common Shares (other than Shares hereunder), warrants or any rights to purchase or acquire Common Shares, during the period beginning on the third Trading Day immediately prior to the date on which any Issuance Notice is delivered to the Agent hereunder and ending on the third Trading Day immediately following the Settlement Date with respect to Shares sold pursuant to such Issuance Notice; and will not directly or indirectly enter into any other “at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares (other than the Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Shares, warrants or any rights to purchase or acquire, Common Shares prior to the termination of this Agreement; provided, however, that such restrictions will not be required in connection with the Company’s (i) issuance or sale of Common Shares, options to purchase Common Shares, restricted stock unit awards or other equity awards to acquire Common Shares, or Common Shares issuable upon the exercise of options or other equity awards, or the vesting of any of the foregoing, pursuant to any employee or director share option, incentive or benefit plan, share purchase or ownership plan, long-term incentive plan, dividend reinvestment plan, inducement award under Nasdaq rules or other compensation plan of the Company or its subsidiaries, as in effect on the date of this Agreement, (ii) issuance or sale of Common Shares issuable upon exchange, conversion or redemption of securities or the exercise or vesting of warrants, options or other equity awards outstanding at the date of this Agreement, (iii) modification of any outstanding options, warrants of any rights to purchase or acquire Common Shares, and (iv) issuance or sale of Common Shares or securities convertible or exchangeable for Common Shares as consideration for mergers, acquisitions, other business combinations or strategic alliances, joint ventures, marketing or distributions agreements, sales agreements, consulting agreements, collaboration agreements, promotion agreements, license agreements, or other similar agreements which are not used for capital raising purposes, provided that the aggregate number of Common Shares issued or sold under this subsection (iv) shall not exceed 5% of the number of Common Shares outstanding immediately prior to giving effect to such sale of issuance.

(b)    The Selling Stockholder covenants and agrees with the Agent and the Forward Purchaser as follows, in addition to any other covenants and agreements made elsewhere in this Agreement:

(i)    Notice of Certain Actions. Without the written consent of the Agent and the Forward Purchaser, the Selling Stockholder will not, (i) directly or indirectly, offer to

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sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares or securities convertible into or exchangeable for Common Shares (other than Shares hereunder), warrants or any rights to purchase or acquire Common Shares, during the period beginning on the third Trading Day immediately prior to the date on which any instruction from the Selling Stockholder to make sales hereunder is delivered to the Agent hereunder and ending on the third Trading Day immediately following the Settlement Date with respect to Shares sold pursuant to such instruction from the Selling Stockholder; (ii) will not directly or indirectly enter into any other “at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares (other than the Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Shares, warrants or any rights to purchase or acquire, Common Shares prior to the termination of this Agreement; or (iii) enter into any swap or any other agreement or transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Shares, whether any such swap, agreement or transaction described in clause (i) or (iii) above is to be settled by delivery of Common Shares or such other securities, in cash or otherwise. During any Forward Hedge Selling Period, the Selling Stockholder will not, without the prior written consent of the Forward Purchaser, (i) directly or indirectly offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Shares or any securities convertible into or exercisable or exchangeable for shares of Common Shares or file any registration statement under the Securities Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Shares, whether any such swap, agreement or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Shares or such other securities, in cash or otherwise.

(ii)    No Stabilization or Manipulation. The Selling Stockholder agrees that neither it nor any affiliate of the Selling Stockholder will take, directly or indirectly, any action which is designed, or would be expected, to cause or result in, or which constitutes, the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any Shares or to result in a violation of Regulation M under the Exchange Act. For purposes of this paragraph, references to any affiliate of the Selling Stockholder will not include the Company or its controlled affiliates.

(iii)    Delivery of Future Opinions. Upon commencement of the offering of Shares under this Agreement by the Selling Shareholder, and (A) each time Shares are delivered to the Agent as principal on a Settlement Date by the Selling Shareholder and (B) promptly after each Triggering Event Date, the Selling Stockholder will furnish or cause to be furnished to the Agent, the Forward Purchaser and the QIU the written opinions and letters of counsel to the Selling Stockholder (who shall be reasonably acceptable to the Agent, the Forward Purchaser and counsel to the Agent and the Forward Purchaser), dated such Settlement Date, such Triggering Event Date, as the case may be,

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in form and substance reasonably satisfactory to the Agent and the Forward Purchaser of the same tenor as the respective opinions and letters referred to in Section 4(a)(xvi) hereof but modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the date of such opinion or, in lieu of any such opinion, counsel last furnishing such opinion to the Agent, the Forward Purchaser and the QIU shall furnish the Agent, the Forward Purchaser and the QIU with a letter substantially to the effect that the Agent, the Forward Purchaser and the QIU may rely on such counsel’s last opinion to the same extent as though each were dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to the date of such letter authorizing reliance). The requirement to provide opinions of counsel under this paragraph shall be waived for any Triggering Event Date on which there are no pending instructions from the Selling Stockholder to make sales hereunder and no pending offer by the Selling Stockholder to sell Shares directly to the Agent as principal hereunder, which waiver shall continue until the earlier to occur of the date the Selling Stockholder delivers instructions for the sale of Shares hereunder, or the date the Selling Stockholder offers to sell Shares directly to the Agent as principal hereunder (which for such calendar quarter shall be considered a Triggering Event Date) and the next occurring Triggering Event Date. Notwithstanding the foregoing, if the Selling Stockholder subsequently decides to sell Shares hereunder following a Triggering Event Date when a waiver was in effect and did not provide the Agent, the Forward Purchaser and the QIU with opinions and letters of counsel under this Section 4(b)(iii), then before the Selling Stockholder delivers the instructions for the sale of Shares or the Agent sells any Shares pursuant to such instructions or the Selling Stockholder enters into a Terms Agreement hereunder, the Selling Stockholder shall provide the Agent, the Forward Purchaser and the QIU with opinions and letters of counsel in conformity with this Section 4(b)(iii) dated as of the date that the instructions for the sale of Shares are issued or the date of such Terms Agreement, as applicable.

(iv)    Trading in Common Stock. The Selling Stockholder consents to the Agent and the Forward Purchaser trading in the Company’s Common Shares for their own account and for the account of their clients at the same time as sales of Shares or Forward Hedge Shares occur pursuant to this Agreement. Notwithstanding the foregoing, the Selling Stockholder is not responsible for the compliance by the Agent and the Forward Purchaser with laws and regulations (including Regulation M) that apply to the Agent and the Forward Purchaser with respect to any such trading.

(v)    Non-Consummation Offer. If, to the knowledge of the Selling Stockholder, any filing required by Rule 424 in connection with an offering of Shares shall not have been made or the representations and warranties of the Company or the Selling Stockholder contained in this Agreement shall not be true and correct on the applicable Settlement Date, the Selling Stockholder will offer to any person who has agreed to purchase Shares or Forward Hedge Shares from or through the Agent or the Forward Purchaser the right to refuse to purchase and pay for such Shares or Forward Hedge Shares, as applicable,.

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(vi)    Due Diligence Review. The Selling Stockholder will cooperate with any due diligence review reasonably requested by the Agent, the Forward Purchaser, the QIU or counsel for the Agent and the Forward Purchaser, fully and in a timely manner, in connection with offers and sales of Shares from time to time, including, without limitation, and upon reasonable notice, providing information and making available documents and appropriate corporate officers, during regular business hours and at the Selling Stockholder’s principal offices.

Section 5. CONDITIONS TO DELIVERY OF ISSUANCE NOTICES AND FORWARD PLACEMENT NOTICES AND TO SETTLEMENT

(a)    Conditions Precedent to the Right of the Company to Deliver an Issuance Notice and the Obligation of the Agent to Sell Shares. The right of the Company to deliver an Issuance Notice hereunder is subject to the satisfaction, on the date of delivery of such Issuance Notice, and the obligation of the Agent to use its commercially reasonable efforts to place Shares during the applicable period set forth in the Issuance Notice is subject to the satisfaction, on each Trading Day during the applicable period set forth in the Issuance, of each of the following conditions:

(i)    Accuracy of the Company’s Representations and Warranties; Performance by the Company. The Company shall have delivered the certificate required to be delivered pursuant to Section 4(a)(xv) on or before the date on which delivery of such certificate is required pursuant to Section 4(a)(xv). The Company shall have performed, satisfied and complied with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to such date, including, but not limited to, the covenants contained in Section 4(a)(xvi), Section 4(a)(xvii) and Section 4(a)(xviii).

(ii)    No Injunction. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby that prohibits or directly and materially adversely affects any of the transactions contemplated by this Agreement, and no proceeding shall have been commenced that may have the effect of prohibiting or materially adversely affecting any of the transactions contemplated by this Agreement.

(iii)    Material Adverse Changes. Except as disclosed in the Prospectus and the Time of Sale Information, (a) in the judgment of the Agent there shall not have occurred any Material Adverse Change; and (b) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization” as such term is defined for purposes of Section 3(a)(62) of the Exchange Act.

(iv)    No Suspension of Trading in or Delisting of Common Shares; Other Events. The trading of the Common Shares (including without limitation the Shares) shall

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not have been suspended by the Commission, the Principal Market or FINRA and the Common Shares (including without limitation the Shares) shall have been approved for listing or quotation on and shall not have been delisted from the Nasdaq Stock Market, the New York Stock Exchange or any of their constituent markets. There shall not have occurred (and be continuing in the case of occurrences under clauses (i) and (ii) below) any of the following: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the Principal Market or trading in securities generally on either the Principal Market shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or the FINRA; (ii) a general banking moratorium shall have been declared by any of federal or New York, authorities; or (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Agent is material and adverse and makes it impracticable to market the Shares in the manner and on the terms described in the Prospectus or to enforce contracts for the sale of securities.

(b)    Conditions Precedent to the Right of the Selling Stockholder to Deliver Instructions to the Agent to Sell Shares and the Obligation of the Agent to Sell Shares. The right of the Selling Stockholder to deliver instructions to the Agent to sell Shares hereunder is subject to the satisfaction, on the date of delivery of such instructions, and the obligation of the Agent to use its commercially reasonable efforts to place Shares during the applicable period set forth in such instructions is subject to the satisfaction, on each Trading Day during the applicable period set forth in such instructions, of each of the following conditions:

(i)    Accuracy of the Selling Stockholder’s Representations and Warranties; Performance by the Selling Stockholder. The Selling Stockholder shall have performed, satisfied and complied with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Selling Stockholder at or prior to such date, including, but not limited to, the covenants contained in Section 4(b)( iii).

(ii)    No Injunction. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby that prohibits or directly and materially adversely affects any of the transactions contemplated by this Agreement, and no proceeding shall have been commenced that may have the effect of prohibiting or materially adversely affecting any of the transactions contemplated by this Agreement.

(iii)    No Suspension of Trading in or Delisting of Common Shares; Other Events. The trading of the Common Shares (including without limitation the Shares) shall not have been suspended by the Commission, the Principal Market or FINRA and the Common Shares (including without limitation the Shares) shall have been approved for

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listing or quotation on and shall not have been delisted from the Nasdaq Stock Market, the New York Stock Exchange or any of their constituent markets. There shall not have occurred (and be continuing in the case of occurrences under clauses (i) and (ii) below) any of the following: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the Principal Market or trading in securities generally on either the Principal Market shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or the FINRA; (ii) a general banking moratorium shall have been declared by any of federal or New York, authorities; or (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Agent is material and adverse and makes it impracticable to market the Shares in the manner and on the terms described in the Prospectus or to enforce contracts for the sale of securities.

(c)    Conditions Precedent to the Right of the Selling Stockholder to Deliver a Forward Placement Notice and the Obligation of the Forward Purchaser to Sell Forward Hedge Shares. The right of the Selling Stockholder to deliver a Forward Placement Notice hereunder is subject to the satisfaction, on the date of delivery of such Forward Placement Notice, and the obligation of the Forward Purchase to use its commercially reasonable efforts to sell Forward Hedge Shares during the applicable period set forth in a Forward Placement Notice it has accepted is subject to the satisfaction, on each Trading Day during the applicable period set forth in the Issuance, of each of the following conditions:

(i)    Accuracy of the Representations and Warranties of the Company and the Selling Stockholder; Performance by the Company and the Selling Stockholder. The Company and the Selling Stockholder have each delivered any certificate required to be delivered pursuant to Section 4 on or before the date on which delivery of such certificate is required pursuant to Section 4. The Company and the Selling Stockholder shall have performed, satisfied and complied with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to such date.

(ii)    No Injunction. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby that prohibits or directly and materially adversely affects any of the transactions contemplated by this Agreement, and no proceeding shall have been commenced that may have the effect of prohibiting or materially adversely affecting any of the transactions contemplated by this Agreement or the Master Forward Confirmation.

(iii)    Material Adverse Changes. Except as disclosed in the Prospectus and the Time of Sale Information, (a) in the judgment of the Forward Purchaser there shall not

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have occurred any Material Adverse Change; and (b) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization” as such term is defined for purposes of Section 3(a)(62) of the Exchange Act.

(iv)    No Suspension of Trading in or Delisting of Common Shares; Other Events. The trading of the Common Shares (including without limitation the Shares) shall not have been suspended by the Commission, the Principal Market or FINRA and the Common Shares (including without limitation the Shares) shall have been approved for listing or quotation on and shall not have been delisted from the Nasdaq Stock Market, the New York Stock Exchange or any of their constituent markets. There shall not have occurred (and be continuing in the case of occurrences under clauses (i) and (ii) below) any of the following: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the Principal Market or trading in securities generally on either the Principal Market shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or the FINRA; (ii) a general banking moratorium shall have been declared by any of federal or New York, authorities; or (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Agent is material and adverse and makes it impracticable to market the Shares in the manner and on the terms described in the Prospectus or to enforce contracts for the sale of securities.

(d)    Documents Required to be Delivered on each Issuance Notice Date. The Agent’s obligation to use its commercially reasonable efforts to place Shares hereunder shall additionally be conditioned upon the delivery to the Agent on or before the Issuance Notice Date of a certificate in form and substance reasonably satisfactory to the Agent, executed by the Chief Executive Officer, President or Chief Financial Officer of the Company, to the effect that all conditions to the delivery of such Issuance Notice shall have been satisfied as at the date of such certificate (which certificate shall not be required if the foregoing representations shall be set forth in the Issuance Notice).

(e)    Officers’ Certificate for the Selling Stockholder. On the date hereof, the Agent and the QIU shall have received a certificate from an executive officer of the Selling Stockholder, dated such date, to the effect that (A) the representations and warranties of the Selling Stockholder in this Agreement are true and correct with the same force and effect as though expressly made on and as of such date and (B) the Selling Stockholder has complied with all agreements and satisfied all conditions on its part to be performed or satisfied on or prior to such date.

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(f)    No Misstatement or Material Omission. The Agent, the Forward Purchaser and the QIU shall not have advised the Company that the Registration Statement, the Prospectus or the Times of Sales Information, or any amendment or supplement thereto, contains an untrue statement of fact that in the Agent’s, the Forward Purchaser’s or the QIU’s reasonable opinion is material, or omits to state a fact that in the Agent’s, the Forward Purchaser’s or the QIU’s reasonable opinion is material and is required to be stated therein or is necessary to make the statements therein not misleading.

Section 6. INDEMNIFICATION AND CONTRIBUTION

(a)    Indemnification of the Agent, the Forward Purchaser and the QIU. The Company agrees to indemnify and hold harmless the Agent, the Forward Purchaser, the QIU, their respective officers and employees, and each person, if any, who controls the Agent, the Forward Purchaser or the QIU within the meaning of the Securities Act or the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which the Agent, the Forward Purchaser, the QIU or such officer, employee or controlling person may become subject, under the Securities Act, the Exchange Act, other federal or state statutory law or regulation, or the laws or regulations of foreign jurisdictions where Shares or Forward Hedge Shares have been offered or sold or at common law or otherwise (including in settlement of any litigation), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430B under the Securities Act, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) any untrue statement or alleged untrue statement of a material fact contained in any Free Writing Prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (iii) any act or failure to act or any alleged act or failure to act by the Agent or the QIU in connection with, or relating in any manner to, the Common Shares or the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i) or (ii) above, provided that the Company shall not be liable under this clause (iii) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by the Agent or the QIU through its bad faith or willful misconduct, and to reimburse the Agent, the Forward Purchaser, the QIU and each such officer, employee and controlling person for any and all reasonable and documented expenses (including the reasonable and documented fees and disbursements of counsel chosen by the Agent and the Forward Purchaser) as such expenses are reasonably incurred by the Agent, the Forward Purchaser, the QIU or such officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising

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out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by the Agent, the Forward Purchaser or the QIU expressly for use in the Registration Statement, any such Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished by the Agent, the Forward Purchaser or the QIU to the Company consists of the thirteenth paragraph under the caption “Plan of Distribution” in the Prospectus. The indemnity agreement set forth in this Section 6(a) shall be in addition to any liabilities that the Company may otherwise have.

(b)    Indemnification by the Selling Stockholder. The Selling Stockholder agrees to indemnify and hold harmless the Company, the Agent, the Forward Purchaser and the QIU, and their respective officers and employees, and each person, if any, who controls the Company, the Agent, the Forward Purchaser or the QIU within the meaning of the Securities Act or the Exchange Act, to the same extent as the foregoing indemnity from the Company to the Agent, the Forward Purchaser and the QIU, but only with reference to written information furnished to the Company by or on behalf of the Selling Stockholder specifically for inclusion in the documents referred to in the foregoing indemnity. The liability of the Selling Stockholder shall not be greater in amount than the dollar amount of the sum of (i) the net proceeds (after discounts and commissions) received by the Selling Stockholder from the offering of Shares by the Selling Stockholder contemplated hereby and (ii) the aggregate of the products of the Actual Sold Forward Amounts and the Forward Hedge Prices under any Forwards hereunder. This indemnity agreement will be in addition to any liability which the Selling Stockholder may otherwise have and shall not limit any indemnification obligations of the Selling Stockholder under the terms of any Forward Contract.

(c)    Indemnification by the Agent and the QIU. Each of the Agent and the QIU, severally and not jointly, agrees to indemnify and hold harmless the Company and the Selling Stockholder, and their respective directors, officers and employees, and each person, if any, who signs the Registration Statement, and each person who controls the Company or the Selling Stockholder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, to the same extent as the foregoing indemnity from the Company to the Agent, but only with reference to written information relating to the Agent, the Forward Purchaser or the QIU furnished to the Company or the Selling Stockholder by the Agent or the QIU specifically for inclusion in the documents referred to in the foregoing indemnity, and will reimburse any legal or other expenses reasonably incurred by such persons in connection with defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such person is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred. This indemnity agreement will be in addition to any liability which the Agent or the QIU may otherwise have.

(d)    Notifications and Other Indemnification Procedures. Promptly after receipt by an indemnified party under this Section 6 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under this Section 6, notify the indemnifying party in writing of the commencement thereof, but the omission so to notify the indemnifying party will not relieve it from any liability which it

46

may have to any indemnified party for contribution or otherwise than under the indemnity agreement contained in this Section 6 or to the extent it is not materially prejudiced as a proximate result of such failure. In case any such action is brought against any indemnified party and such indemnified party seeks or intends to seek indemnity from an indemnifying party, the indemnifying party will be entitled to participate in, and, to the extent that it shall elect, jointly with all other indemnifying parties similarly notified, by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party; provided, however, if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that a conflict may arise between the positions of the indemnifying party and the indemnified party in conducting the defense of any such action or that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assume such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties. Upon receipt of notice from the indemnifying party to such indemnified party of such indemnifying party’s election so to assume the defense of such action and approval by the indemnified party of counsel, the indemnifying party will not be liable to such indemnified party under this Section 6 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof unless (i) the indemnified party shall have employed separate counsel in accordance with the proviso to the preceding sentence (it being understood, however, that the indemnifying party shall not be liable for the fees and expenses of more than one separate counsel (together with local counsel), representing the indemnified parties who are parties to such action), which counsel (together with any local counsel) for the indemnified parties shall be selected by the Agent (in the case of counsel for the indemnified parties referred to in Section 6(a), (b) or (c) above), (ii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of commencement of the action or (iii) the indemnifying party has authorized in writing the employment of counsel for the indemnified party at the expense of the indemnifying party, in each of which cases the fees and expenses of counsel shall be at the expense of the indemnifying party and shall be paid as they are incurred. If indemnity is sought pursuant to Section 6(a), then, in addition to the fees and expenses of such counsel for the indemnified party, the indemnifying party shall be liable for the reasonable fees and expenses of counsel for the QIU in its capacity as a “qualified independent underwriter” and all persons, if any, who control the QIU within the meaning of the Securities Act or the Exchange Act in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances if, in the reasonable judgment of the QIU, there may exist a conflict of interest between the QIU and the other indemnified party. Any such separate counsel for the QIU and such control persons of the QIU shall be designated in writing by the QIU.

(e)    Settlements. The indemnifying party under this Section 6 shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an

47

indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 6(d) hereof, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request; and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding.

(f)    Contribution. If the indemnification provided for in this Section 6 is for any reason held to be unavailable to or otherwise insufficient to hold harmless an indemnified party in respect of any losses, claims, damages, liabilities or expenses referred to therein, then each indemnifying party shall contribute to the aggregate amount paid or payable by such indemnified party, as incurred, as a result of any losses, claims, damages, liabilities or expenses referred to therein (i) in such proportion as is appropriate to reflect the relative benefits received by the Company or the Selling Stockholder, on the one hand, and the Agent or the QIU, on the other hand, from the offering of the Shares pursuant to this Agreement; or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company, on the one hand, and the Agent or the QIU, on the other hand, in connection with the statements or omissions which resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative benefits received by the Company, on the one hand, and the Agent or the QIU, on the other hand, in connection with the offering of the Shares pursuant to this Agreement shall be deemed to be in the same respective proportions as the total gross proceeds from the offering of the Shares (before deducting expenses) received by the Company bear to the total commissions received by the Agent. The relative fault of the Company, on the one hand, and the Agent or the QIU, on the other hand, shall be determined by reference to, among other things, whether any such untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Company, on the one hand, or the Agent or the QIU, on the other hand, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

    The amount paid or payable by a party as a result of the losses, claims, damages, liabilities and expenses referred to above shall be deemed to include, subject to the limitations set forth in Section 6(d), any legal or other fees or expenses reasonably incurred by such party in connection with investigating or defending any action or claim. The provisions set forth in Section 6(d) with respect to notice of commencement of any action shall apply if a claim for contribution is to be made under this Section 6(f); provided, however, that no additional notice

48

shall be required with respect to any action for which notice has been given under Section 6(d) for purposes of indemnification.

    The Company, the Selling Stockholder, the Agent and the QIU agree that it would not be just and equitable if contribution pursuant to this Section 6(f) were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in this Section 6(f).

    Notwithstanding the provisions of this Section 6(f), the Agent and the QIU shall not be required to contribute any amount in excess of the agent fees received by the Agent and the QIU in connection with the offering contemplated hereby and the Selling Stockholder shall not be required to contribute any amount in excess of the net proceeds (after discounts and commissions) received by the Selling Stockholder from the offering of Shares by the Selling Stockholder contemplated hereby. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 6(f), each officer and employee of the Agent and the QIU and each person, if any, who controls the Agent or the QIU within the meaning of the Securities Act or the Exchange Act shall have the same rights to contribution as the Agent, the QIU, each officer and employee of the Selling Stockholder and each person, if any, who controls the Selling Stockholder within the meaning of the Securities Act or the Exchange Act shall have the same rights to contribution as the Selling Stockholder, and each director of the Company, each officer of the Company who signed the Registration Statement, and each person, if any, who controls the Company with the meaning of the Securities Act and the Exchange Act shall have the same rights to contribution as the Company.

    (g)    Registration Rights Agreement. The Company and the Selling Stockholders are party to a Registration Rights Agreement dated November 9, 2016. Notwithstanding anything to the contrary in this Section 6 or Section 8(h), the indemnification and contribution provisions of such Registration Rights Agreement, as between the Company and the Selling Stockholder, shall apply to any offering of securities contemplated hereby.

Section 7. TERMINATION & SURVIVAL

(a)    Term. Subject to the provisions of this Section 7, the term of this Agreement shall continue from the date of this Agreement until the end of the Agency Period, unless earlier terminated by the parties to this Agreement pursuant to this Section 7.

(b)    Termination; Survival Following Termination.

(i)     The Company or the Agent may terminate this Agreement prior to the end of the Agency Period, with respect to the issuance and sale of Shares by the Company, and the Selling Stockholder, the Agent or the Forward Purchaser may terminate this Agreement prior to the end of the Agency Period, with respect to the sale of Shares by the Selling Stockholder (including through any Forward), by giving written notice as required by this Agreement, upon ten (10) Trading Days’ notice to the other party; provided that, (A) if the Company or the Selling Stockholder terminates this Agreement

49

after the Agent confirms to the Company any sale of Shares (or the Forward Purchaser confirms to the Selling Stockholder any sale of Forward Hedge Shares), the Company and the Selling Stockholder, as applicable, shall remain obligated to comply with Section 3(b)(v) with respect to such Shares or applicable Forward, as applicable, and (B) Section 2, Section 6, Section 7 and Section 8 shall survive termination of this Agreement. If termination shall occur prior to the Settlement Date for any sale of Shares, such sale shall nevertheless settle in accordance with the terms of this Agreement.

(ii) In addition to the survival provision of Section 7(b)(i), the respective indemnities, agreements, representations, warranties and other statements of the Company, of its officers, of the Selling Stockholder, of its officers and of the Agent and the Forward Purchaser set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of the Agent, the Forward Purchaser, the Selling Stockholder or the Company or any of its or their partners, officers or directors or any controlling person, as the case may be, and, anything herein to the contrary notwithstanding, will survive delivery of and payment for the Shares sold hereunder and any termination of this Agreement. No termination shall affect or impair any party’s obligations with respect to any Shares or Forward Hedge Shares sold hereunder prior to such termination (including, in the case of any Forward Hedge Shares, the obligation to enter into the resulting Forward Contract).

Section 8. MISCELLANEOUS

(a)    Press Releases and Disclosure. The Company may issue a press release describing the material terms of the transactions contemplated hereby as soon as practicable following the date of this Agreement, and may file with the Commission a Current Report on Form 8-K, with this Agreement attached as an exhibit thereto, describing the material terms of the transactions contemplated hereby, and the Company shall consult with the Agent and the Selling Stockholder prior to making such disclosures, and the parties hereto shall use all commercially reasonable efforts, acting in good faith, to agree upon a text for such disclosures that is reasonably satisfactory to all parties hereto. No party hereto shall issue thereafter any press release or like public statement (including, without limitation, any disclosure required in reports filed with the Commission pursuant to the Exchange Act) related to this Agreement or any of the transactions contemplated hereby without the prior written approval of the other party hereto, except as may be necessary or appropriate in the reasonable opinion of the party seeking to make disclosure to comply with the requirements of applicable law or stock exchange rules. If any such press release or like public statement is so required, the party making such disclosure shall consult with the other party prior to making such disclosure, and the parties shall use all commercially reasonable efforts, acting in good faith, to agree upon a text for such disclosure that is reasonably satisfactory to all parties hereto.

(b)    No Advisory or Fiduciary Relationship. Each of the Company and the Selling Stockholder acknowledges and agrees that (i) the transactions contemplated by this Agreement, including the determination of any fees, are arm’s-length commercial transactions between the Company and the Agent and the Selling Stockholder and the Agent or the Forward Purchaser, (ii) when acting as a principal under this Agreement, the Agent is and has been acting solely as a

50

principal is not the agent or fiduciary of the Company, the Selling Stockholder, or their respective stockholders, creditors, employees or any other party, (iii) neither the Agent nor the Forward Purchaser has assumed nor will assume an advisory or fiduciary responsibility in favor of the Company or the Selling Stockholder with respect to the transactions contemplated hereby or the process leading thereto (irrespective of whether the Agent or the Forward Purchaser has advised or is currently advising the Company or the Selling Stockholder on other matters) and the Agent and the Forward Purchaser do not have any obligation to the Company or the Selling Stockholder with respect to the transactions contemplated hereby except the obligations expressly set forth in this Agreement, (iv) the Agent, the Forward Purchaser and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company, and (v) the Agent and the Forward Purchaser have not provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

(c)    Research Analyst Independence. The Company acknowledges that the Agent’s research analysts and research departments are required to and should be independent from their respective investment banking divisions and are subject to certain regulations and internal policies, and as such the Agent’s research analysts may hold views and make statements or investment recommendations and/or publish research reports with respect to the Company or the offering that differ from the views of their respective investment banking divisions. The Company understands that the Agent is a full service securities firm and as such from time to time, subject to applicable securities laws, may effect transactions for its own account or the account of its customers and hold long or short positions in debt or equity securities of the companies that may be the subject of the transactions contemplated by this Agreement.

(d)    Notices. All communications hereunder shall be in writing and shall be mailed, hand delivered or telecopied and confirmed to the parties hereto as follows:

If to the Agent:

Jefferies LLC

520 Madison Avenue

New York, NY 10022

Attention: General Counsel

with a copy (which shall not constitute notice) to:

Skadden, Arps, Slate, Meagher & Flom LLP

One Manhattan West

New York, NY 10001

Attention: Michael J. Zeidel, Esq.

If to the Forward Purchaser:

Jefferies LLC

520 Madison Avenue

New York, NY 10022

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Attention: General Counsel

If to the Company:

    Smart Sand, Inc.

1000 Floral Vale Boulevard, Suite 225

Yardley, PA 19067

Facsimile: 215.295.7911

Attention: James D. Young

with a copy (which shall not constitute notice) to:

Latham & Watkins LLP

811 Main Street, Suite 3700

Houston, TX 77002

Attention: Ryan J. Maierson

Email: ryan.j.maierson@lw.com

If to the Selling Stockholder:

    Clearlake Capital Partners II (Master), L.P.

c/o Clearlake Capital Group

233 Wilshire Blvd., Suite 800

Santa Monica, California 90401

Email: jcannon@clearlake.com

Attention: John Cannon

with a copy (which shall not constitute notice) to:

Paul, Weiss, Rifkind, Wharton & Garrison, LLP

1285 Avenue of the Americas

New York, NY 1019

Facsimile: 212-757-3990

Email: rrusso@paulweiss.com

Attention: Raphael M. Russo

Any party hereto may change the address for receipt of communications by giving written notice to the others in accordance with this Section 8(d).

(e)    Successors. This Agreement will inure to the benefit of and be binding upon the parties hereto, and to the benefit of the employees, officers and directors and controlling persons referred to in Section 6, and in each case their respective successors, and no other person will have any right or obligation hereunder. The term “successors” shall not include any purchaser of the Shares as such from the Agent, or purchase of Forward Hedge Shares from the Forward Purchaser, merely by reason of such purchase.

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(f)    Partial Unenforceability. The invalidity or unenforceability of any Article, Section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other Article, Section, paragraph or provision hereof. If any Article, Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable.

(g)    Governing Law Provisions. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York applicable to agreements made and to be performed in such state. Any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby (“Related Proceedings”) may be instituted in the federal courts of the United States of America located in the Borough of Manhattan in the City of New York or the courts of the State of New York in each case located in the Borough of Manhattan in the City of New York (collectively, the “Specified Courts”), and each party irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any such court (a “Related Judgment”), as to which such jurisdiction is non-exclusive) of such courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail to such party’s address set forth above shall be effective service of process for any suit, action or other proceeding brought in any such court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such suit, action or other proceeding brought in any such court has been brought in an inconvenient forum.

(h)    General Provisions. This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument, and may be delivered by facsimile transmission or by electronic delivery of a portable document format (PDF) file. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The Article and Section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement.

[Signature Page Immediately Follows]

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If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company the enclosed copies hereof, whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms

Very truly yours,

SMART SAND, INC.

By: /s/ Charles Young    

Name: Charles E. Young

Title: Chief Executive Officer

Clearlake Capital Partners II (Master), L.P.

c/o Clearlake Capital Group

233 Wilshire Blvd., Suite 800

Santa Monica, California 90401

By: /s/ Pedro M. Urrutia

Name: Pedro M. Urrutia

Title: CFO, Treasurer     

    The foregoing Agreement is hereby confirmed and accepted by the Agent and the Forward Purchaser in New York, New York as of the date first above written.

JEFFERIES LLC, as Agent

By: /s/ Michael Magarro

Name: Michael Magarro

Title: Managing Director

JEFFERIES LLC, as Forward Purchaser

By: /s/ Michael Magarro

Name: Michael Magarro

Title: Managing Director

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The foregoing Agreement is hereby confirmed and accepted by the QIU in New York, New York as of the date first above written.

LADENBURG THALMANN & CO. INC., as Qualified Independent Underwriter

By: /s/ Steven Kaplan    

Name: Steven Kaplan

Title: Head of Capital Markets

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EXHIBIT A

ISSUANCE NOTICE

_______, 20__

Jefferies LLC

520 Madison Avenue

New York, New York 10022

Attn: __________

Reference is made to the Open Market Sale Agreement among Smart Sand, Inc., a Delaware corporation (the “Company”), Clearlake Capital Partners II (Master), L.P., Jefferies LLC (the “Agent”) and Ladenburg Thalmann & Co. Inc., dated as of November 9, 2021. The Company confirms that all conditions to the delivery of this Issuance Notice are satisfied as of the date hereof.

Date of Delivery of Issuance Notice (determined pursuant to Section 3(b)(i)): _______________________

Issuance Amount (equal to the total Sales Price for such Shares):

                    $

Number of days in selling period:    

First date of selling period:        

Last date of selling period:        

Settlement Date(s) if other than standard T+2 settlement:

Floor Price Limitation (in no event less than $1.00 without the prior written consent of the Agent, which consent may be withheld in the Agent’s sole discretion): $ ____ per share

Comments:     

By:                             

    Name:

    Title:

A-1

EXHIBIT B

TERMS AGREEMENT

JEFFERIES LLC

520 Madison Avenue

New York, New York 10022

Ladies and Gentlemen:

The undersigned stockholder party hereto (the “Selling Stockholder”) of Smart Sand, Inc., a Delaware corporation (the “Company”), proposes, on the basis of the applicable representations and warranties, and subject to the applicable terms and conditions, stated herein and in the Open Market Sale Agreement, dated November 9, 2021 (the “Sales Agreement”), among the Company, the Selling Stockholder, Jefferies LLC (the “Agent”) and Ladenburg Thalmann & Co. Inc., to issue and sell to the Agent as principal for resale (the “Underwriter”), and the Underwriter agrees to purchase from the Selling Stockholder, the Common Shares specified in Schedule A hereto (the “Securities”), on the terms specified in Schedule A hereto. Capitalized terms used but not defined herein have the respective meanings ascribed thereto in the Sales Agreement.

Payment of the purchase price for the Securities shall be made at the offices of Skadden, Arps, Slate, Meagher & Flom LLP, counsel to the Underwriters, at One Manhattan West, New York, NY 10001, or at such other place as shall be agreed upon by the Underwriter and the Selling Stockholder, at 9:00 A.M. (New York City time) on the second (or third, if the pricing occurs after 4:30 P.M. (New York City time) on any given day) business day after the date hereof, or such other time not later than ten business days after such date as shall be agreed upon by the Underwriter and the Selling Stockholder (such time and date of payment and delivery being herein called “Settlement Date”). Payment shall be made to the Selling Stockholder by wire transfer of immediately available funds to a bank account designated by the Selling Stockholder against delivery to the Underwriter. On or before such Settlement Date, the Securities shall be delivered by the Selling Stockholder to the Agent in book-entry form to the Agent’s account at The Depository Trust Company.

Each of the provisions of the Sales Agreement not related solely to the Agent, as agent of the Company or the Selling Stockholder, is incorporated herein by reference in its entirety, and shall be deemed to be part of this Terms Agreement to the same extent as if each such provision had been set forth in full herein. Each of the representations and warranties of the Selling Stockholder set forth in the Sales Agreement shall be deemed to have been made at and as of the date of this Terms Agreement, the Applicable Time and any Date of Delivery.

If the foregoing is in accordance with your understanding of our agreement, please sign and return a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement between the Underwriter and the Selling Stockholder in accordance with its terms.

B-1

THIS TERMS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS TERMS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ITS CHOICE OF LAW PROVISIONS.

                Very truly yours,

                Clearlake Capital Partners II (Master), L.P.

                By:     

                Name:     

                Title:     

Accepted as of the date hereof:

Jefferies LLC

By: _____________________

Name:

Title:

B-2

Schedule A

Notice Parties

The Company

Smart Sand, Inc.

1000 Floral Vale Boulevard, Suite 225

Yardley, PA 19067

Facsimile: 215.295.7911

Attention: James D. Young

with a copy (which shall not constitute notice) to:

Latham & Watkins LLP

811 Main Street, Suite 3700

Houston, TX 77002

Attention: Ryan J. Maierson

Email: ryan.j.maierson@lw.com

The Selling Stockholder

Clearlake Capital Partners II (Master), L.P.

c/o Clearlake Capital Group

233 Wilshire Blvd., Suite 800

Santa Monica, California 90401

Email: jcannon@clearlake.com

Attention: John Cannon

with a copy (which shall not constitute notice) to:

Paul, Weiss, Rifkind, Wharton & Garrison, LLP

1285 Avenue of the Americas

New York, NY 1019

Facsimile: 212-757-3990

Email: rrusso@paulweiss.com

Attention: Raphael M. Russo

The Agent

Jefferies LLC

520 Madison Avenue

New York, NY 10022

Attention: General Counsel

with a copy (which shall not constitute notice) to:

Skadden, Arps, Slate, Meagher & Flom LLP

One Manhattan West

New York, NY 10001

Attention: Michael J. Zeidel, Esq.

EX-31.1

Exhibit 31.1

CERTIFICATION BY PRINCIPAL EXECUTIVE OFFICER

I, Charles E. Young, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of Smart Sand, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated: November 9, 2021

/s/ Charles E. Young

Charles E. Young, Chief Executive Officer

(Principal Executive Officer)

EX-31.2

Exhibit 31.2

CERTIFICATION BY PRINCIPAL FINANCIAL OFFICER

I, Lee E. Beckelman, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of Smart Sand, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated: November 9, 2021

/s/ Lee E. Beckelman

Lee E. Beckelman, Chief Financial Officer

(Principal Financial Officer)

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Smart Sand, Inc. (the “Company”) on Form 10-Q for the quarter ended September 30, 2021 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Charles E. Young, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1)    The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)    The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: November 9, 2021

/s/ Charles E. Young

Charles E. Young, Chief Executive Officer

(Principle Executive Officer)

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Smart Sand, Inc. (the “Company”) on Form 10-Q for the quarter ended September 30, 2021 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Lee E. Beckelman, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1)    The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)    The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: November 9, 2021

/s/ Lee E. Beckelman

Lee E. Beckelman, Chief Financial Officer

(Principle Financial Officer)

EX-95.1

Exhibit 95.1

MINE SAFETY DISCLOSURES

The following disclosures are provided pursuant to Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Act”) and Item 104 of Regulation S-K, which requires certain disclosures by companies required to file periodic reports under the Securities Exchange Act of 1934, as amended, that operate mines regulated under the Federal Mine Safety and Health Act of 1977 (the “Mine Act”).

Mine Safety Information

Whenever the Federal Mine Safety and Health Administration (“MSHA”) believes a violation of the Mine Act, any health or safety standard or any regulation has occurred, it may issue a citation which describes the alleged violation and fixes a time within which the U.S. mining operator must abate the alleged violation. In some situations, such as when MSHA believes that conditions pose a hazard to miners, MSHA may issue an order removing miners from the area of the mine affected by the condition until the alleged hazards are corrected. When MSHA issues a citation or order, it generally proposes a civil penalty, or fine, as a result of the alleged violation, that the operator is ordered to pay. Citations and orders can be contested and appealed, and as part of that process, may be reduced in severity and amount, and are sometimes dismissed. The number of citations, orders and proposed assessments vary depending on the size and type (underground or surface) of the mine as well as by the MSHA inspector(s) assigned.

Mine Safety Data

The following provides additional information about references used in the table below to describe the categories of violations, orders or citations issued by MSHA under the Mine Act:

•Section 104 S&S Citations: Citations received from MSHA under section 104 of the Mine Act for violations of mandatory health or safety standards that could significantly and substantially contribute to the cause and effect of a mine safety or health hazard.

•Section 104(b) Orders: Orders issued by MSHA under section 104(b) of the Mine Act, which represents a failure to abate a citation under section 104(a) within the period of time prescribed by MSHA. This results in an order of immediate withdrawal from the area of the mine affected by the condition until MSHA determines that the violation has been abated.

•Section 104(d) Citations and Orders: Citations and orders issued by MSHA under section 104(d) of the Mine Act for an unwarrantable failure to comply with mandatory health or safety standards.

•Section 110(b)(2) Violations: Flagrant violations issued by MSHA under section 110(b)(2) of the Mine Act.

•Section 107(a) Orders: Orders issued by MSHA under section 107(a) of the Mine Act for situations in which MSHA determined an “imminent danger” (as defined by MSHA) existed.

Pattern or Potential Pattern of Violations

The following provides additional information about references used in the table below to describe elevated pattern of violation enforcement actions taken by MSHA under the Mine Act:

•Pattern of Violations: A pattern of violations of mandatory health or safety standards that are of such nature as could have significantly and substantially contributed to the cause and effect of mine health or safety hazards under section 104(e) of the Mine Act.

•Potential Pattern of Violations: The potential to have a pattern of violations under section 104(e).

Pending Legal Actions

The following provides additional information of the types of proceedings brought before the Federal Mine Safety and Health Review Commission (“FMSHRC”):

•Contest Proceedings: A contest proceeding may be filed by an operator to challenge the issuance of a citation or order issued by MSHA.

•Civil Penalty Proceedings: A civil penalty proceeding may be filed by an operator to challenge a civil penalty MSHA has proposed for a violation contained in a citation or order. The operator does not institute civil penalty proceedings based solely on the assessment amount of proposed penalties. Any initiated adjudications address substantive matters of law and policy instituted on conditions that are alleged to be in violation of mandatory standards of the Mine Act.

•Discrimination Proceedings: Involves a miner’s allegation that he or she has suffered adverse employment action because he or she engaged in activity protected under the Mine Act, such as making a safety complaint. Also includes temporary reinstatement proceedings involving cases in which a miner has filed a complaint with MSHA stating that he or she has suffered discrimination and the miner has lost his or her position.

•Compensation Proceedings: A compensation proceeding may be filed by miners entitled to compensation when a mine is closed by certain closure orders issued by MSHA. The purpose of the proceeding is to determine the amount of compensation, if any, due to miners idled by the orders.

•Temporary Relief: Applications for temporary relief are applications filed under section 105(b)(2) of the Mine Act for temporary relief from any modification or termination of any order.

•Appeals: An appeal may be filed by an operator to challenge judges’ decisions or orders to the Commission, including petitions for discretionary review and review by the Commission on its own motion.

For the Three Months Ended September 30, 2021:

Mine (1)	Oakdale, WI 4703625	Barron, WI 4703646	Barron, WI 4703740	Ottawa, IL 1103253
Section 104 citations for violations of mandatory health or safety standards that could significantly and substantially contribute to the cause and effect of a mine safety or health hazard (#)	—	—	—	—
Section 104(b) orders (#)	—	—	—	—
Section 104(d) citations and orders (#)	—	—	—	—
Section 110(b)(2) violations (#)	—	—	—	—
Section 107(a) orders (#)	—	—	—	—
Proposed assessments under MSHA (2)	$250	$—	$—	$—
Mining-related fatalities (#)	—	—	—	—
Section 104(e) notice	—	—	—	—
Notice of the potential for a pattern of violations under Section 104(e)	—	—	—	—
Legal actions before the FMSHRC initiated (#)	—	—	—	—
Legal actions before the FMSHRC resolved (#)	—	—	—	—
Legal actions pending before the FMSHRC, end of period:	—	—	—	—
Contests of citations and orders referenced in Subpart B of 29 CFR Part 2700 (#)	—	—	—	—
Contests of proposed penalties referenced in Subpart C of 29 CFR Part 2700 (#)	—	—	—	—
Complaints for compensation referenced in Subpart D of 29 CFR Part 2700 (#)	—	—	—	—
Complaints of discharge, discrimination or interference referenced in Subpart E of 29 CFR Part 2700 (#)	—	—	—	—
Applications for temporary relief referenced in Subpart F of 29 CFR Part 2700 (#)	—	—	—	—
Appeals of judges’ decisions or orders referenced in Subpart H of 29 CFR Part 2700 (#)	—	—	—	—
Total pending legal actions (#)	—	—	—	—

(1)The definition of mine under section 3 of the Mine Act includes the mine, as well as other items used in, or to be used in, or resulting from, the work of extracting minerals, such as land, structures, facilities, equipment, machines, tools and minerals preparation facilities. Unless otherwise indicated, any of these other items associated with a single mine have been aggregated in the totals for that mine. MSHA assigns an identification number to each mine and may or may not assign separate identification numbers to related facilities such as preparation facilities. We are providing the information in the table by mine rather than MSHA identification number because that is how we manage and operate our mining business and we believe this presentation will be more useful to investors than providing information based on MSHA identification numbers.

(2)Represents the total dollar value of the proposed assessments from MSHA under the Mine Act, for the three months preceding September 30, 2021, for all citations / orders assessed, not just those disclosed in the rows preceding such dollar value.

XML

Cover Page - shares	9 Months Ended
	Sep. 30, 2021	Nov. 02, 2021
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2021
Document Transition Report	false
Entity File Number	001-37936
Entity Registrant Name	SMART SAND, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	45-2809926
Entity Address, Address Line One	1725 Hughes Landing Blvd
Entity Address, Address Line Two	Suite 800
Entity Address, City or Town	The Woodlands
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	77380
City Area Code	281
Local Phone Number	231-2660
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	SND
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	true
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		45,265,601
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q3
Amendment Flag	false
Entity Central Index Key	0001529628

XML

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
Current assets:
Cash and cash equivalents	$ 36,678	$ 11,725
Accounts receivable	15,589	69,720
Unbilled receivables	986	127
Inventory	15,381	19,136
Prepaid expenses and other current assets	14,032	11,378
Total current assets	82,666	112,086
Property, plant and equipment, net	263,119	274,676
Operating lease right-of-use assets	29,478	32,099
Intangible assets, net	7,659	8,253
Other assets	446	563
Total assets	383,368	427,677
Current liabilities:
Accounts payable	4,825	3,268
Accrued expenses and other liabilities	11,244	13,142
Deferred revenue, current	9,234	6,875
Long-term debt, net, current	7,281	6,901
Operating lease liabilities, current	7,405	7,077
Total current liabilities	39,989	37,263
Deferred revenue, net	7,215	3,482
Long-term debt, net	16,974	22,445
Operating lease liabilities, long-term	24,733	27,020
Deferred tax liabilities, long-term, net	25,438	32,981
Asset retirement obligation	16,291	14,996
Contingent consideration	0	180
Other Liabilities, Noncurrent	508	503
Total liabilities	131,148	138,870
Commitments and contingencies (Note 15)
Stockholders’ equity
Treasury stock, at cost, 1,716,805 and 1,618,265 shares at September 30, 2021 and December 31, 2020, respectively	42	42
Treasury stock, at cost, 1,716,805 and 1,618,265 shares at September 30, 2021 and December 31, 2020, respectively	(4,427)	(4,134)
Additional paid-in capital	173,426	171,209
Retained earnings	82,826	121,267
Accumulated other comprehensive income	353	423
Total stockholders’ equity	252,220	288,807
Total liabilities and stockholders’ equity	$ 383,368	$ 427,677

XML

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 30, 2021	Dec. 31, 2020
Statement of Financial Position [Abstract]
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized (in shares)	350,000,000	350,000,000
Common stock, shares issued (in shares)	43,567,743	43,193,394
Common stock, shares outstanding (in shares)	41,850,938	41,575,129
Treasury stock, shares (in shares)	1,716,805	1,618,625

XML

CONDENSED CONSOLIDATED INCOME STATEMENTS (UNAUDITED) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Revenues:	$ 34,479	$ 23,409	$ 91,568	$ 97,003
Cost of goods sold	36,526	18,227	100,952	71,221
Gross profit	(2,047)	5,182	(9,384)	25,782
Operating expenses:
Salaries, benefits and payroll taxes	2,490	2,058	7,150	7,115
Depreciation and amortization	352	440	1,490	1,354
Selling, general and administrative	3,867	3,933	10,876	10,393
Bad debt expense	0	0	19,592	0
Change in the estimated fair value of contingent consideration	0	0	0	(1,020)
Total operating expenses	6,709	6,431	39,108	17,842
Operating (loss) income	(8,756)	(1,249)	(48,492)	7,940
Gain on bargain purchase	0	39,889	0	39,889
Interest expense, net	(467)	(497)	(1,527)	(1,576)
Other income	1,792	80	5,457	162
Total other (expenses) income, net	1,325	39,472	3,930	38,475
(Loss) income before income tax (benefit) expense	(7,431)	38,223	(44,562)	46,415
Income tax (benefit) expense	(169)	1,941	(6,121)	5,576
Net (loss) income	$ (7,262)	$ 36,282	$ (38,441)	$ 40,839
Net (loss) income per common share:
Basic (in dollars per share)	$ (0.17)	$ 0.91	$ (0.92)	$ 1.02
Diluted (in dollars per share)	$ (0.17)	$ 0.91	$ (0.92)	$ 1.02
Weighted-average number of common shares:
Basic (in shares)	41,850	39,973	41,743	39,903
Diluted (in shares)	41,850	39,973	41,743	39,903
Shortfall Revenues [Member]
Revenues:	$ 2,680	$ 6,842	$ 4,421	$ 22,148
Logistics [Member]
Revenues:	456	4,122	3,856	24,046
Sand
Revenues:	$ 31,343	$ 12,445	$ 83,291	$ 50,809

XML

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Statement of Comprehensive Income [Abstract]
Net (loss) income	$ (7,262)	$ 36,282	$ (38,441)	$ 40,839
Other comprehensive income:
Foreign currency translation adjustment	(239)	96	(70)	317
Comprehensive (loss) income	$ (7,501)	$ 36,378	$ (38,511)	$ 41,156

XML

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (UNAUDITED) - USD ($) $ in Thousands	Total	Restricted Stock	Common Stock	Common Stock Restricted Stock	Treasury Stock	Treasury Stock Restricted Stock	Additional Paid-in Capital	Retained Earnings	Accumulated Other Comprehensive Income
Beginning balance (in shares) at Dec. 31, 2019			40,234,451		740,957
Beginning balance at Dec. 31, 2019	$ 245,556		$ 40		$ (2,979)		$ 165,223	$ 83,313	$ (41)
Increase (Decrease) in Stockholders' Equity
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax, Portion Attributable to Parent	(163)								(163)
Vesting of restricted stock (in shares)			139,947
APIC, Share-based Payment Arrangement, Restricted Stock Unit, Increase for Cost Recognition	1,025						1,025
APIC, Share-based Payment Arrangement, ESPP, Increase for Cost Recognition	14						14
Employee stock purchase plan issuance (in shares)			21,486
Stock Issued During Period, Value, Employee Stock Purchase Plan	46						46
Stock buy back (in shares)			(778,300)	(10,468)	778,300	10,468
Stock buy back	(1,000)	$ (14)			$ (1,000)	$ (14)
Net (loss) income	(84)							(84)
Ending balance (in shares) at Mar. 31, 2020			39,607,116		1,529,725
Ending balance at Mar. 31, 2020	245,380		$ 40		$ (3,993)		166,308	83,229	(204)
Beginning balance (in shares) at Dec. 31, 2019			40,234,451		740,957
Beginning balance at Dec. 31, 2019	245,556		$ 40		$ (2,979)		165,223	83,313	(41)
Increase (Decrease) in Stockholders' Equity
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax, Portion Attributable to Parent	317
Net (loss) income	40,839
Ending balance (in shares) at Sep. 30, 2020			41,281,583		1,561,168
Ending balance at Sep. 30, 2020	290,727		$ 42		$ (4,025)		170,282	124,152	276
Beginning balance (in shares) at Mar. 31, 2020			39,607,116		1,529,725
Beginning balance at Mar. 31, 2020	245,380		$ 40		$ (3,993)		166,308	83,229	(204)
Increase (Decrease) in Stockholders' Equity
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax, Portion Attributable to Parent	384								384
Vesting of restricted stock (in shares)			177,628
APIC, Share-based Payment Arrangement, Restricted Stock Unit, Increase for Cost Recognition	943						943
APIC, Share-based Payment Arrangement, ESPP, Increase for Cost Recognition	12						12
Employee stock purchase plan issuance (in shares)			0
Stock Issued During Period, Value, Employee Stock Purchase Plan	0						0
Stock buy back (in shares)				(30,673)		30,673
Stock buy back		(31)				$ (31)
Net (loss) income	4,641							4,641
Ending balance (in shares) at Jun. 30, 2020			39,754,071		1,560,398
Ending balance at Jun. 30, 2020	251,329		$ 40		$ (4,024)		167,263	87,870	180
Increase (Decrease) in Stockholders' Equity
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax, Portion Attributable to Parent	96								96
Vesting of restricted stock (in shares)			6,375
APIC, Share-based Payment Arrangement, Restricted Stock Unit, Increase for Cost Recognition	941						941
APIC, Share-based Payment Arrangement, ESPP, Increase for Cost Recognition	3						3
Employee stock purchase plan issuance (in shares)			18,148
Stock Issued During Period, Value, Employee Stock Purchase Plan	16						16
Stock buy back (in shares)				(770)		770
Stock buy back		(1)				$ (1)
Net (loss) income	36,282							36,282
Ending balance (in shares) at Sep. 30, 2020			41,281,583		1,561,168
Ending balance at Sep. 30, 2020	290,727		$ 42		$ (4,025)		170,282	124,152	276
Beginning balance (in shares) at Dec. 31, 2020			41,575,129		1,618,265
Beginning balance at Dec. 31, 2020	288,807		$ 42		$ (4,134)		171,209	121,267	423
Increase (Decrease) in Stockholders' Equity
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax, Portion Attributable to Parent	125								125
Stock Issued During Period, Value, Acquisitions	20						20
Stock Issued During Period, Shares, Acquisitions			14,430
Vesting of restricted stock (in shares)			158,364
APIC, Share-based Payment Arrangement, Restricted Stock Unit, Increase for Cost Recognition	678						678
APIC, Share-based Payment Arrangement, ESPP, Increase for Cost Recognition	7						7
Employee stock purchase plan issuance (in shares)			19,483
Stock Issued During Period, Value, Employee Stock Purchase Plan	17						17
Stock buy back (in shares)				(48,077)		48,077
Stock buy back		$ (140)				$ (140)
Net (loss) income	(3,912)							(3,912)
Ending balance (in shares) at Mar. 31, 2021			41,719,329		1,666,342
Ending balance at Mar. 31, 2021	285,602		$ 42		$ (4,274)		171,931	117,355	548
Beginning balance (in shares) at Dec. 31, 2020			41,575,129		1,618,265
Beginning balance at Dec. 31, 2020	288,807		$ 42		$ (4,134)		171,209	121,267	423
Increase (Decrease) in Stockholders' Equity
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax, Portion Attributable to Parent	(70)
Stock Issued During Period, Value, Acquisitions	2,061		$ 2				2,059
Stock Issued During Period, Shares, Acquisitions			1,503,759
Vesting of restricted stock (in shares)		325,000
Net (loss) income	(38,441)
Ending balance (in shares) at Sep. 30, 2021			41,850,938		1,716,805
Ending balance at Sep. 30, 2021	252,220		$ 42		$ (4,427)		173,426	82,826	353
Beginning balance (in shares) at Mar. 31, 2021			41,719,329		1,666,342
Beginning balance at Mar. 31, 2021	285,602		$ 42		$ (4,274)		171,931	117,355	548
Increase (Decrease) in Stockholders' Equity
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax, Portion Attributable to Parent	44								44
Vesting of restricted stock (in shares)			162,253
APIC, Share-based Payment Arrangement, Restricted Stock Unit, Increase for Cost Recognition	574						574
APIC, Share-based Payment Arrangement, ESPP, Increase for Cost Recognition	7						7
Stock buy back (in shares)			(48,793)		48,793
Stock buy back	(148)				$ (148)
Net (loss) income	(27,267)							(27,267)
Ending balance (in shares) at Jun. 30, 2021			41,832,789		1,715,135
Ending balance at Jun. 30, 2021	258,812		$ 42		$ (4,422)		172,512	90,088	592
Increase (Decrease) in Stockholders' Equity
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax, Portion Attributable to Parent	(239)								(239)
Vesting of restricted stock (in shares)			4,875
APIC, Share-based Payment Arrangement, Restricted Stock Unit, Increase for Cost Recognition	879						879
APIC, Share-based Payment Arrangement, ESPP, Increase for Cost Recognition	10						10
Employee stock purchase plan issuance (in shares)			14,944
Stock Issued During Period, Value, Employee Stock Purchase Plan	25						25
Stock buy back (in shares)			1,670		(1,670)
Stock buy back	(5)				$ (5)
Net (loss) income	(7,262)							(7,262)
Ending balance (in shares) at Sep. 30, 2021			41,850,938		1,716,805
Ending balance at Sep. 30, 2021	$ 252,220		$ 42		$ (4,427)		$ 173,426	$ 82,826	$ 353

XML

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020
Operating activities:
Net (loss) income	$ (38,441)	$ 40,839
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation, depletion and accretion of asset retirement obligation	18,937	16,092
Amortization of intangible assets	596	596
Loss on disposal of assets	223	299
Bad debt expense	19,592	0
Amortization of deferred financing cost	79	79
Accretion of debt discount	140	138
Deferred income taxes	(7,543)	238
Stock-based compensation, net	2,131	2,909
Employee stock purchase plan compensation	24	29
Change in contingent consideration fair value	0	(1,020)
Gain on bargain purchase, net of cash acquired	0	(39,580)
Changes in assets and liabilities:
Accounts receivable	34,791	(7,029)
Unbilled receivables	(1,113)	(4,491)
Inventory	3,755	306
Prepaid expenses and other assets	(1,886)	3,751
Deferred revenue	6,092	3,912
Accounts payable	1,564	(205)
Accrued and other expenses	(1,397)	(607)
Income taxes payable	0	5,968
Net cash provided by operating activities	37,544	22,224
Investing activities:
Purchases of property, plant and equipment	(6,976)	(7,444)
Proceeds from disposal of assets	78	51
Net cash used in investing activities	(6,898)	(7,393)
Financing activities:
Proceeds from the issuance of notes payable	0	952
Repayments of notes payable	(5,168)	(3,527)
Payments under equipment financing obligations	(92)	(87)
Payment of deferred financing and debt issuance costs	0	(20)
Proceeds from revolving credit facility	0	6,000
Repayment of revolving credit facility	0	(8,500)
Payment of contingent consideration	(180)	(310)
Proceeds from equity issuance	42	62
Purchase of treasury stock	(294)	(1,046)
Net cash used in financing activities	(5,692)	(6,476)
Net increase in cash and cash equivalents	24,954	8,355
Cash and cash equivalents at beginning of year	11,725	2,639
Cash and cash equivalents at end of period	36,679	10,994
Noncash Investing and Financing Items [Abstract]
Capitalized expenditures in accounts payable and accrued expenses	$ 267	$ 157

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Organization and Nature of Business

9 Months Ended

Sep. 30, 2021

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization and Nature of Business

Organization and Nature of Business & Market Update

Organization and Nature of Business

The Company was incorporated in July 2011 and is headquartered in The Woodlands, Texas. The Company is a fully integrated frac sand supply and services company, offering complete mine to wellsite proppant supply, logistics and storage solutions. The Company is engaged in the excavation, processing and sale of sand, or proppant, for use in hydraulic fracturing operations for the oil and natural gas industry and offers proppant logistics and wellsite storage solutions through its SmartSystemsTM products and services.

The Company commenced mining operations at its Oakdale, Wisconsin facility in July 2012. Through multiple expansions at Oakdale and the acquisition in September 2020 of the Utica, Illinois mine and processing facilities, the Company has current annual processing capacity of approximately 7.1 million tons.

The Company provides complete logistics solutions through its frac sand facilities with access to three Class I rail lines and its in-basin unit train capable transloading terminal in Van Hook, North Dakota to service the Bakken Formation in the Williston Basin. In September 2021, the Company acquired the rights to construct and operate another transloading terminal in Waynesburg, Pennsylvania to service the Appalachian Basin, including the Marcellus and Utica Formations. The Company expects this terminal to become operational in the fourth quarter of 2021. These logistics solutions enable the Company to cost-effectively deliver products to its customers anywhere in the United States.

The Company provides proppant storage and management solutions through its SmartSystems products and services under which it offers various solutions that create efficiencies, flexibility, enhanced safety and reliability for customers by providing the capability to unload, store and deliver proppant at the wellsite, as well as the ability to rapidly set up, takedown and transport the entire system. The SmartDepotTM silo system includes passive and active dust suppression technology, along with the capability of a gravity-fed operation. The Company has developed a new transload technology, the self-contained SmartPathTM transloader, to complement its existing solutions. The SmartPath is a mobile sand transloading system designed to work with bottom dump trailers and features a drive over conveyor, surge bin, and dust collection system. Rapid deployment trailers are designed for quick setup, takedown and transportation of the entire SmartSystem, and they detach from the wellsite equipment, which allows for removal from the wellsite during operation.

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Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2021

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

The information presented below supplements the complete description of our significant accounting policies disclosed in our 2020 Form 10-K, filed with the Securities and Exchange Commission (“SEC”) on March 3, 2021.

Basis of Presentation and Consolidation

The accompanying unaudited quarterly condensed consolidated financial statements (“interim statements”) of the Company are presented in accordance with the rules and regulations of the SEC for quarterly reports on Form 10-Q and therefore do not include all the information and notes required by GAAP. In the opinion of management, all adjustments and disclosures necessary for a fair presentation of these interim statements have been included. All adjustments are of a normal recurring nature. The results reported in these interim statements are not necessarily indicative of the results that may be reported for the entire year. The consolidated balance sheet as of December 31, 2020 was derived from the audited consolidated financial statements as of and for the year ended December 31, 2020. These interim statements should be read in conjunction with the Company’s consolidated financial statements for the year ended December 31, 2020.

Use of Estimates

The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Significant estimates used in the preparation of these financial statements include, but are not limited to: the sand reserves and their impact on calculating the depletion expense under the units-of-production method; the depreciation and amortization associated with property, plant and equipment and definite-lived intangible assets, impairment considerations of assets (including impairment of

identified intangible assets and other long-lived assets); estimated cost of future asset retirement obligations; fair value of acquired assets and assume liabilities; stock-based compensation; recoverability of deferred tax assets; inventory reserve; collectability of receivables; and certain liabilities.

Actual results could differ materially from management’s best estimates as additional information or actual results become available in the future. The decreased demand related to the coronavirus (“COVID-19”) pandemic caused dramatic swings in oil prices and significant volatility in the oilfield service sector since March 2020. The Company is currently unable to estimate the impact of these events on its future financial position and results of operations. Therefore, the Company can give no assurances that these events will not have a material adverse effect on its financial position or results of operations.

Employee Retention Credit

The Company qualified for federal government assistance through employee retention credit provisions of the Consolidated Appropriations Act of 2021. During the three and nine months ended September 30, 2021, the Company recorded $1,674 and $5,026, respectively, of employee retention credits in other income on its consolidated income statements and included in prepaid expenses and other current assets on the consolidated balance sheet as of September 30, 2021. The calculation of the credit is based on employees continued employment and represents a portion of the wages paid to them. For income tax purposes, the credit will result in decreased expense related to the wages it offsets in the period received.

Recent Accounting Pronouncements

In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326), which modifies how companies recognize expected credit losses on financial instruments and other commitments to extend credit held by an entity at each reporting date. Existing GAAP requires an “incurred loss” methodology whereby companies are prohibited from recording an expected loss until it is probable that the loss has been incurred. ASU 2016-13 requires companies to use a methodology that reflects current expected credit losses (“CECL”) and requires consideration of a broad range of reasonable and supportable information to record and report credit loss estimates, even when the CECL is remote. Companies will be required to record the allowance for credit losses and deduct that amount from the basis of the asset and a related expense will be recognized in selling, general and administrative expenses on the income statement, similar to bad debt expense under existing GAAP. There is much latitude given to entities in determining the methodology for calculating the CECL. The guidance is effective for the Company for financial statement periods beginning after December 15, 2022, although early adoption is permitted. While the Company is still in the process of evaluating the effects of ASU 2016-13 and its related updates on the consolidated financial statements, at the time of adoption, it believes the primary effect, if any will be an allowance recorded against its accounts and unbilled receivables on its balance sheet and related expense on its income statement. The Company cannot determine the financial impact on its consolidated financial statements upon adoption as its accounts and unbilled receivables balances are affected by ongoing transactions with customers.

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Business Combinations

9 Months Ended

Sep. 30, 2021

Business Combinations [Abstract]

Business Combination Disclosure

Business Combination

Eagle Proppants Holdings

On September 18, 2020, the Company entered into an Equity Purchase and Sale Agreement (the “Purchase Agreement”) with Eagle Materials Inc., a Delaware corporation (“Eagle”), pursuant to which the Company acquired all of the issued and outstanding interests in Eagle Oil and Gas Proppants Holdings LLC, a Delaware limited liability company and wholly-owned subsidiary of Eagle (“Eagle Proppants Holdings”), from Eagle for aggregate non-cash consideration of approximately $2,080. In satisfaction of the purchase price, the Company issued to Eagle 1,504 shares of its common stock; the Company issued an additional 14 shares of its common stock in January 2021 as settlement of the net working capital adjustment. The number of

shares issued was determined by the weighted average trading price of the Company’s common stock over the twenty days preceding the date of the Purchase Agreement.

The primary assets of Eagle Proppants Holdings and its subsidiaries include a frac sand mine and related processing facility in Utica, Illinois and a transload facility in nearby Peru, Illinois. The Utica facility has approximately 1.6 million tons of annual processing capacity and has access to the BNSF rail line through the Peru, Illinois transload facility.

The table below presents the calculation of the total purchase consideration:

Base price consideration	$	2,000
20-day volume weighted average price of Smart Sand stock	$	1.33
Shares issued	1,504
Closing share price on September 18, 2020	$	1.37
Total equity issued	$	2,060
Net working capital adjustment	$	20
Total purchase consideration	$	2,080

The Company’s final allocation of the purchase price in connection with the acquisition was calculated as follows:

			Fair Value
Assets Acquired
	Cash		$	309
	Accounts receivable		75
	Inventory		2,459
	Prepaid expenses and other current assets		124
	Property, plant and equipment		60,310
	Right-of-use assets		9,603
		Total assets acquired	72,880
Liabilities Assumed
	Accounts payable		16
	Accrued expenses and other liabilities		2,008
	Asset retirement obligations		8,424
	Operating lease liabilities		9,603
	Deferred income taxes		11,149
		Total liabilities assumed	31,200
		Estimated fair value of net assets acquired	$	41,680

The estimated aggregate fair value of the net assets acquired was $41,680, which exceeded the total consideration and results in a bargain purchase gain of $39,600 on the acquisition date, which is included in net income for the year ended December 31, 2020. The Company believes that the seller wanted to exit the business relatively quickly and that there were a limited number of potential buyers due to the downturn in the market, which resulted in the bargain purchase gain.

The Company determined the fair values of the acquired assets and assumed liabilities based on the highest and best use of such assets as required by GAAP. Cash, accounts receivable, prepaid expenses and other current assets, accounts payable, accrued expenses and other liabilities were based on underlying assets and liabilities whose carrying value approximates fair value. The Company acquired $2,050 of contractual receivables; however, it does not expect to collect on $1,975 of such contractual receivables as these customers are in bankruptcy proceedings. The fair value of inventory was determined using market prices the Company expected to receive for the inventory when it is sold. Operating leases were considered to be at

market rates and the fair values of the associated operating lease liabilities and right-of-use assets were determined using the Company’s lease accounting policies. The fair value of the asset retirement obligations was calculated consistently with the Company’s other asset retirement obligations and includes assumptions about inflation and discount rates over time to represent the estimated future cost of dismantling, restoring and reclaiming the plant and mines in accordance with legal obligations. Deferred income taxes represent the temporary differences between future expenses for GAAP purposes and income tax purposes at the Company’s applicable enacted tax rate. The Company determined the fair values of the property, plant and equipment with the assistance of external valuation specialists. The fair value was based on the highest and best use, as required by GAAP, which was determined to be the orderly liquidation value rather than the value imputed by other valuation methods. Total acquisition costs incurred in the year ended December 31, 2020 were $891. The Company’s allocation of the purchase price was complete as of December 31, 2020.

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Inventory

9 Months Ended

Sep. 30, 2021

Inventory Disclosure [Abstract]

Inventory

InventoryInventory consisted of the following:

	September 30, 2021		December 31, 2020
Raw material	$	176	$	428
Work in progress	5,789		10,465
Finished goods	5,475		4,400
Spare parts	3,941		3,843
Total inventory	$	15,381	$	19,136

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Property, Plant and Equipment, net

9 Months Ended

Sep. 30, 2021

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment, net

Property, Plant and Equipment, net

Net property, plant and equipment consisted of:

	September 30, 2021		December 31, 2020
Machinery, equipment and tooling	$	30,456	$	29,002
SmartSystems	27,159		22,352
Vehicles	3,014		2,893
Furniture and fixtures	1,326		1,302
Plant and building	199,958		199,867
Real estate properties	6,496		6,458
Railroad and sidings	27,703		27,703
Land and land improvements	33,155		33,040
Asset retirement obligation	20,730		19,993
Mineral properties	7,442		7,442
Deferred mining costs	2,455		2,123
Construction in progress	6,894		7,489
	366,788		359,664
Less: accumulated depreciation and depletion	103,669		84,988
Total property, plant and equipment, net	$	263,119	$	274,676

Depreciation expense was $6,111 and $5,328 for the three months ended September 30, 2021 and 2020, respectively, and $18,325 and $15,856 for the nine months ended September 30, 2021 and 2020, respectively.

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Accrued and Other Expenses

9 Months Ended

Sep. 30, 2021

Payables and Accruals [Abstract]

Accrued and Other Expenses

Accrued and Other ExpensesAccrued and other expenses were comprised of the following:

	September 30, 2021		December 31, 2020
Employee related expenses	$	1,168	$	1,048
Accrued equipment	—		55
Accrued professional fees	980		1,129
Accrued royalties	2,380		2,624
Accrued freight and delivery charges	1,770		2,901
Accrued real estate tax	2,046		1,637
Accrued utilities	862		748
Sales tax liability	723		1,386
Other accrued liabilities	1,315		1,614
Total accrued liabilities	$	11,244	$	13,142

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Debt

9 Months Ended

Sep. 30, 2021

Debt Disclosure [Abstract]

Debt

Debt

The current portion of long-term debt consists of the following:

	September 30, 2021		December 31, 2020
Oakdale Equipment Financing	$	3,760	$	3,600
Finance leases	120		123
Notes Payable	3,401		3,178
Long-term debt, net, current	$	7,281	$	6,901

Long-term debt, net of current portion consists of the following:

	September 30, 2021		December 31, 2020
ABL Credit Facility	$	—	$	—
Oakdale Equipment Financing, net	12,536		15,236
Finance Leases	263		351
Notes Payable	4,175		6,858
Long-term debt, net	$	16,974	$	22,445

The follow summarizes the maturity of our debt:

	ABL Credit Facility		Oakdale Equipment Financing		Notes Payable		Finance Leases		Total
Remainder of 2021	$	—	$	1,160	$	1,056	$	38	$	2,254
2022	—		4,638		3,387		137		8,162
2023	—		4,638		2,371		245		7,254
2024	—		6,888		807		—		7,695
2025	—		1,724		187		—		1,911
2026 and thereafter	—		—		355		—		355
Total minimum payments	—		19,048		8,163		420		27,631
Amount representing interest	—		(2,158)		(587)		(37)		(2,782)
Amount representing unamortized lender fees	—		(594)				—		(594)
Present value of payments							383
Less: current portion	—		(3,760)		(3,401)		(120)		(7,281)
Total long-term debt, net	$	—	$	12,536	$	4,175	$	263	$	16,974

ABL Credit Facility

On December 13, 2019, the Company entered into a $20,000 five-year senior secured asset-based credit facility with Jefferies Finance LLC. The available borrowing amount under the ABL Credit Facility as of September 30, 2021 was $17,764 and is based on the Company’s eligible accounts receivable and inventory, as described in the ABL Credit Agreement. As of September 30, 2021, there were no amounts outstanding under the ABL Credit Facility, $1,232 letters of credit and $16,532 was available to be drawn. As of September 30, 2021 and December 31, 2020, the Company was in compliance with all financial covenants.

Oakdale Equipment Financing

On December 13, 2019, the Company received net proceeds of $23,000 in an equipment financing arrangement with Nexseer. Substantially all of the Company’s mining and processing equipment at its Oakdale facility are pledged as collateral under the Oakdale Equipment Financing. The Oakdale Equipment Financing bears interest at a fixed rate of 5.79%.

Notes Payable

The Company has entered into various financing arrangements, primarily to finance its manufactured wellsite proppant storage solutions equipment. Upon completion of the equipment manufacturing, title to the subject equipment passes to the financial institutions as collateral. In June 2020, the Company executed a note payable to defer certain near-term minimum royalty payments. All notes payable bear interest at rates between 4.00% and 7.49%.

Acquisition Liquidity Support Facility

In connection with the Company’s acquisition of Eagle Proppants Holdings, the Company, as borrower, also entered into a Loan Agreement with Eagle, as lender, secured by certain property rights and assets of the acquired business, whereby the Company may draw loans in an aggregate amount up to $5,000 during the twelve month period ending September 18, 2021. This facility was terminated on September 20, 2021 and there were no borrowings under this facility

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Leases

9 Months Ended

Sep. 30, 2021

Leases [Abstract]

Leases

Leases

Lessee

The operating and financing components of the Company’s right-of-use assets and lease liabilities on the consolidated balance sheet were as follows:

	Balance Sheet Location	September 30, 2021		December 31, 2020
Right-of-use assets
Operating	Operating right-of-use assets	$	29,478	$	32,099
Financing	Property, plant and equipment, net	262		373
Total right-of use assets		$	29,740	$	32,472
Lease liabilities
Operating	Operating lease liabilities, current and long-term portions	$	32,138	$	34,097
Financing	Long-term debt, current and long-term portions	383		474
Total lease liabilities		$	32,521	$	34,571

Operating lease costs are recorded as a single expense on the income statement and allocated to the right-of-use assets and the related lease liabilities as depreciation expense and interest expense, respectively. Lease cost recognized in the consolidated income statement for the three and nine months ended September 30, 2021 and 2020 was as follows:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
Finance lease cost
Amortization of right-of-use assets	$	35	$	35	$	105	$	104
Interest on lease liabilities	7		9		22		28
Operating lease cost	2,610		2,729		8,375		9,824
Short-term lease cost	86		4		120		238
Total lease cost	$	2,738	$	2,777	$	8,622	$	10,194

Other information related to the Company’s leasing activity for the three and nine months ended September 30, 2021 and 2020 is as follows:

	Nine months ended September 30,
	2021			2020
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows used for finance leases	$	22		$	28
Operating cash flows used for operating leases	$	7,680		$	9,158
Financing cash flows used for finance leases	$	92		$	85
Right-of-use assets obtained in exchange for new operating lease liabilities	$	4,401		$	13,936
Weighted average remaining lease term - finance leases	1.9 years			2.9 years
Weighted average discount rate - finance leases	6.60		%	6.60		%
Weighted average remaining lease term - operating leases	3.8 years			3.7 years
Weighted average discount rate - operating leases	5.81		%	5.71		%

Maturities of the Company’s lease liabilities as of September 30, 2021 are as follows:

	Operating Leases		Finance Leases		Total
Remainder of 2021	$	1,632	$	38	$	1,670
2022	9,857		137		9,994
2023	9,098		245		9,343
2024	7,519		—		7,519
2025	3,773		—		3,773
Thereafter	4,450		—		4,450
Total cash lease payments	36,329		420		36,749
Less: amounts representing interest	(4,191)		(37)		(4,228)
Total lease liabilities	$	32,138	$	383	$	32,521

Leases

Leases

Lessee

The operating and financing components of the Company’s right-of-use assets and lease liabilities on the consolidated balance sheet were as follows:

	Balance Sheet Location	September 30, 2021		December 31, 2020
Right-of-use assets
Operating	Operating right-of-use assets	$	29,478	$	32,099
Financing	Property, plant and equipment, net	262		373
Total right-of use assets		$	29,740	$	32,472
Lease liabilities
Operating	Operating lease liabilities, current and long-term portions	$	32,138	$	34,097
Financing	Long-term debt, current and long-term portions	383		474
Total lease liabilities		$	32,521	$	34,571

Operating lease costs are recorded as a single expense on the income statement and allocated to the right-of-use assets and the related lease liabilities as depreciation expense and interest expense, respectively. Lease cost recognized in the consolidated income statement for the three and nine months ended September 30, 2021 and 2020 was as follows:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
Finance lease cost
Amortization of right-of-use assets	$	35	$	35	$	105	$	104
Interest on lease liabilities	7		9		22		28
Operating lease cost	2,610		2,729		8,375		9,824
Short-term lease cost	86		4		120		238
Total lease cost	$	2,738	$	2,777	$	8,622	$	10,194

Other information related to the Company’s leasing activity for the three and nine months ended September 30, 2021 and 2020 is as follows:

	Nine months ended September 30,
	2021			2020
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows used for finance leases	$	22		$	28
Operating cash flows used for operating leases	$	7,680		$	9,158
Financing cash flows used for finance leases	$	92		$	85
Right-of-use assets obtained in exchange for new operating lease liabilities	$	4,401		$	13,936
Weighted average remaining lease term - finance leases	1.9 years			2.9 years
Weighted average discount rate - finance leases	6.60		%	6.60		%
Weighted average remaining lease term - operating leases	3.8 years			3.7 years
Weighted average discount rate - operating leases	5.81		%	5.71		%

Maturities of the Company’s lease liabilities as of September 30, 2021 are as follows:

	Operating Leases		Finance Leases		Total
Remainder of 2021	$	1,632	$	38	$	1,670
2022	9,857		137		9,994
2023	9,098		245		9,343
2024	7,519		—		7,519
2025	3,773		—		3,773
Thereafter	4,450		—		4,450
Total cash lease payments	36,329		420		36,749
Less: amounts representing interest	(4,191)		(37)		(4,228)
Total lease liabilities	$	32,138	$	383	$	32,521

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Asset Retirement Obligation

9 Months Ended

Sep. 30, 2021

Asset Retirement Obligation Disclosure [Abstract]

Asset Retirement Obligation

Asset Retirement Obligation

The Company had a post-closure reclamation and site restoration obligation of $16,291 as of September 30, 2021. The following is a reconciliation of the total reclamation liability for asset retirement obligations.

Balance at December 31, 2020	$	14,996
Additions	737
Accretion expense	558
Balance at September 30, 2021	$	16,291

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Contingent Consideration

9 Months Ended

Sep. 30, 2021

Business Combinations [Abstract]

Contingent Consideration

Business Combination

Eagle Proppants Holdings

On September 18, 2020, the Company entered into an Equity Purchase and Sale Agreement (the “Purchase Agreement”) with Eagle Materials Inc., a Delaware corporation (“Eagle”), pursuant to which the Company acquired all of the issued and outstanding interests in Eagle Oil and Gas Proppants Holdings LLC, a Delaware limited liability company and wholly-owned subsidiary of Eagle (“Eagle Proppants Holdings”), from Eagle for aggregate non-cash consideration of approximately $2,080. In satisfaction of the purchase price, the Company issued to Eagle 1,504 shares of its common stock; the Company issued an additional 14 shares of its common stock in January 2021 as settlement of the net working capital adjustment. The number of

shares issued was determined by the weighted average trading price of the Company’s common stock over the twenty days preceding the date of the Purchase Agreement.

The primary assets of Eagle Proppants Holdings and its subsidiaries include a frac sand mine and related processing facility in Utica, Illinois and a transload facility in nearby Peru, Illinois. The Utica facility has approximately 1.6 million tons of annual processing capacity and has access to the BNSF rail line through the Peru, Illinois transload facility.

The table below presents the calculation of the total purchase consideration:

Base price consideration	$	2,000
20-day volume weighted average price of Smart Sand stock	$	1.33
Shares issued	1,504
Closing share price on September 18, 2020	$	1.37
Total equity issued	$	2,060
Net working capital adjustment	$	20
Total purchase consideration	$	2,080

The Company’s final allocation of the purchase price in connection with the acquisition was calculated as follows:

			Fair Value
Assets Acquired
	Cash		$	309
	Accounts receivable		75
	Inventory		2,459
	Prepaid expenses and other current assets		124
	Property, plant and equipment		60,310
	Right-of-use assets		9,603
		Total assets acquired	72,880
Liabilities Assumed
	Accounts payable		16
	Accrued expenses and other liabilities		2,008
	Asset retirement obligations		8,424
	Operating lease liabilities		9,603
	Deferred income taxes		11,149
		Total liabilities assumed	31,200
		Estimated fair value of net assets acquired	$	41,680

The estimated aggregate fair value of the net assets acquired was $41,680, which exceeded the total consideration and results in a bargain purchase gain of $39,600 on the acquisition date, which is included in net income for the year ended December 31, 2020. The Company believes that the seller wanted to exit the business relatively quickly and that there were a limited number of potential buyers due to the downturn in the market, which resulted in the bargain purchase gain.

The Company determined the fair values of the acquired assets and assumed liabilities based on the highest and best use of such assets as required by GAAP. Cash, accounts receivable, prepaid expenses and other current assets, accounts payable, accrued expenses and other liabilities were based on underlying assets and liabilities whose carrying value approximates fair value. The Company acquired $2,050 of contractual receivables; however, it does not expect to collect on $1,975 of such contractual receivables as these customers are in bankruptcy proceedings. The fair value of inventory was determined using market prices the Company expected to receive for the inventory when it is sold. Operating leases were considered to be at

market rates and the fair values of the associated operating lease liabilities and right-of-use assets were determined using the Company’s lease accounting policies. The fair value of the asset retirement obligations was calculated consistently with the Company’s other asset retirement obligations and includes assumptions about inflation and discount rates over time to represent the estimated future cost of dismantling, restoring and reclaiming the plant and mines in accordance with legal obligations. Deferred income taxes represent the temporary differences between future expenses for GAAP purposes and income tax purposes at the Company’s applicable enacted tax rate. The Company determined the fair values of the property, plant and equipment with the assistance of external valuation specialists. The fair value was based on the highest and best use, as required by GAAP, which was determined to be the orderly liquidation value rather than the value imputed by other valuation methods. Total acquisition costs incurred in the year ended December 31, 2020 were $891. The Company’s allocation of the purchase price was complete as of December 31, 2020.

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Revenue (Notes)

9 Months Ended

Sep. 30, 2021

Revenue from Contract with Customer [Abstract]

Revenue

Revenue

Disaggregation of Revenue

The following table presents the Company’s revenues disaggregated by type and percentage of total revenues for the periods indicated.

	Three Months Ended September 30,								Nine Months Ended September 30,
	2021				2020				2021				2020
	Revenue		Percentage of Total Revenue		Revenue		Percentage of Total Revenue		Revenue		Percentage of Total Revenue		Revenue		Percentage of Total Revenue
Sand sales revenue	$	31,343	91	%	$	12,445	53	%	$	83,291	91	%	$	50,809	52	%
Shortfall revenue	2,680		8	%	6,842		29	%	4,421		5	%	22,148		23	%
Logistics revenue	456		1	%	4,122		18	%	3,856		4	%	24,046		25	%
Total revenue	$	34,479	100	%	$	23,409	100	%	$	91,568	100	%	$	97,003	100	%

The Company recorded $10,357 of deferred revenue on the balance sheet on December 31, 2020, of which $6,875 has been recognized in the nine months ended September 30, 2021. Of the remaining amount, the Company expects to recognize no more through December 31, 2021 and the remainder through 2023.

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Earnings Per Share (Notes)	9 Months Ended
	Sep. 30, 2021
Earnings Per Share [Abstract]
Earnings Per Share	Earnings Per ShareBasic net (loss) income per share of common stock is computed by dividing net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period, excluding the dilutive effects of restricted stock. Diluted net (loss) income per share of common stock is computed by dividing the net (loss) income attributable to common stockholders by the sum of the weighted-average number of shares of common stock outstanding during the period plus the potential dilutive effects of restricted stock outstanding during the period calculated in accordance with the treasury stock method, although restricted stock is excluded if their effect is anti-dilutive. Because the impact of these items is anti-dilutive during periods of net loss, there was no difference between basic and diluted net loss per share of common stock for the three and nine months ended September 30, 2021. Because their effect would be anti-dilutive, 2,237 shares of common stock underlying equity-based awards were excluded from the calculation of diluted earnings per share for both three and nine months ended September 30, 2020. There is no reconciliation between weighted average common shares outstanding and diluted weighted average shares of common stock outstanding for any period presented.

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Stock-Based Compensation

9 Months Ended

Sep. 30, 2021

Share-based Payment Arrangement [Abstract]

Stock-Based Compensation

Stock-Based Compensation

Equity Incentive Plan

In November 2016, in connection with its initial public offering, the Company adopted the 2016 Omnibus Incentive Plan (“2016 Plan”) which provides for the issuance of Awards (as defined in the 2016 Plan) of up to a maximum of 3,911 shares of the Company’s common stock to employees, non-employee members of the Company’s board of directors and consultants of the Company. On April 3, 2020, the Company’s board of directors adopted an amendment to the 2016 Plan to increase the available shares of common stock authorized for issuance by an additional 2,088 shares. On July 27, 2021, the Company’s board of directors authorized 231 shares currently held in treasury stock for issuance under the 2016 Plan. During the nine months ended September 30, 2021 and 2020, 1,982 and 0 shares of restricted stock were issued under the 2016 Plan, respectively. The grant date fair value per share of all the outstanding restricted stock was $2.44 - $7.79. The shares vest over one to four years from their respective grant dates. For equity awards issued under the 2016 Plan, the grant date fair value was either the actual market price of the Company’s shares or an adjusted price using a Monte Carlo simulation for awards subject to the Company’s performance as compared to a defined peer group. The Company recognized, in operating expenses and cost of goods sold on the condensed consolidated income statements, $879 and $941 of compensation expense for the restricted stock during the three months ended September 30, 2021 and 2020, respectively. The Company recognized, in operating

expenses and cost of goods sold on the condensed consolidated income statements, $2,131 and $2,910 of compensation expense for the restricted stock during the nine months ended September 30, 2021 and 2020, respectively. There is no impact to the cash flows of the Company related to stock-based compensation expense. At September 30, 2021, the Company had unrecognized compensation expense of $7,201 related to granted but unvested stock awards, which is to be recognized as follows:

Remainder of 2021	$	1,022
2022	2,632
2023	1,917
2024	1,158
2025	472
Total	$	7,201

The following table summarizes restricted stock activity under the Plans from December 31, 2020 through September 30, 2021:

	Number of Shares	Weighted Average
Unvested, December 31, 2020	1,886	$	5.14
Granted	1,982	$	2.88
Vested	(325)	$	8.31
Forfeited	(138)	$	6.26
Unvested, September 30, 2021	3,405	$	3.04

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Income Taxes

9 Months Ended

Sep. 30, 2021

Income Tax Disclosure [Abstract]

Income Taxes

Income Taxes

The Company calculates its interim income tax provision by estimating the annual expected effective tax rate and applying that rate to its ordinary year-to-date earnings or loss. In addition, the effect of changes in enacted tax laws, rates or tax status is recognized in the interim period in which the change occurs.

For the three months ended September 30, 2021 and 2020, the effective tax rate was approximately 2.3% and 5.1%, respectively, based on the annual effective tax rate net of discrete federal and state taxes. For the nine months ended September 30, 2021 and 2020, the effective tax rate was approximately 13.7% and 12.0%, respectively, based on the annual effective tax rate net of discrete federal and state taxes. For the three and nine months ended September 30, 2021 and 2020, the statutory tax rate was 21.0%. The computation of the effective tax rate includes modifications from the statutory rate such as income tax credits, tax depletion deduction, carrybacks, and state apportionment changes, among other items.

The Company has recorded a liability of $2,172 for uncertain tax positions included in deferred tax liabilities, long-term, net on its consolidated balance sheet as of September 30, 2021, related to its depletion deduction methodology, and a corresponding increase to the income tax expense on its condensed consolidated income statements. There was no liability for uncertain tax positions as of December 31, 2020.

As of September 30, 2021, the Company determine it is more likely than not that it will not be able to fully realize the benefits of certain existing deductible temporary differences and has recorded a valuation allowance against the deferred tax

liabilities, long-term, net on its consolidated balance sheet in the amount of $1,305, and a corresponding increase to the income tax expense on its condensed consolidated income statements.The Company’s federal income tax returns subsequent to 2017 remain open to audit by taxing authorities. The Company has not been informed that its tax returns are the subject of any audit or investigation by taxing authorities.

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Concentrations

9 Months Ended

Sep. 30, 2021

Risks and Uncertainties [Abstract]

Concentrations

Concentrations

As of September 30, 2021, two customers accounted for 55% of the Company’s total accounts receivable. As of December 31, 2020, 78% of the Company’s total accounts receivable balance was with one customer and was subject to ongoing litigation. The litigation was settled during the second quarter of 2021 as described in Note 15.

During the three months ended September 30, 2021, 50% of the Company’s revenues were earned from three customers. During the three months ended September 30, 2020, 85% of the Company’s revenues were earned from three customers. During the nine months ended September 30, 2021, 68% of the Company’s revenues were earned from four customers. During the nine months ended September 30, 2020, 69% of the Company’s revenues were earned from three customers.

As of September 30, 2021, one vendor accounted for 23% of the Company’s accounts payable.  As of December 31, 2020, three vendors accounted for 42% of the Company’s accounts payable.

During the three months ended September 30, 2021, one supplier accounted for 23% of the Company’s cost of goods sold. During the three months ended September 30, 2020, two suppliers accounted for 70% of the Company’s cost of goods sold. During the nine months ended September 30, 2021, one supplier accounted for 22% of the Company’s cost of goods sold. During the nine months ended September 30, 2020, two suppliers accounted for 64% of the Company’s cost of goods sold.

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Commitments and Contingencies

9 Months Ended

Sep. 30, 2021

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Commitments and Contingencies

Future Minimum Commitments

The Company is obligated under certain contracts for minimum payments for the right to use land for extractive activities, which is not within the scope of leases under ASC 842. Future minimum annual commitments under such contracts at September 30, 2021 are as follows:

Remainder of 2021	$	1,554
2022	2,467
2023	2,573
2024	2,469
2025	2,462
Thereafter	26,886
Total	$	38,411

Litigation

In addition to the matters described below, we may be subject to various legal proceedings, claims and governmental inspections, audits or investigations arising out of our operations in the normal course of business, which cover matters such as general commercial, governmental and trade regulations, product liability, environmental, intellectual property, employment

and other actions. Although the outcomes of these routine claims cannot be predicted with certainty, in the opinion of management, the ultimate resolution of these matters will not have a material adverse effect on our financial statements.

U.S. Well Services, LLC

On January 14, 2019, the Company, as plaintiff filed suit against U.S. Well Services, LLC (“defendant”), in the Superior Court of the State of Delaware in and for New Castle County (C.A. No. N19C-01-144-PRW [CCLD]) (the “Court”). In the suit, the Company alleged that defendant was in breach of contract for failure to pay amounts due and payable under a long-term take-or-pay Master Product Purchase Agreement and coterminous Railcar Usage Agreement. The trial took place in December 2020. On June 17, 2021, the Court issued an Order of Final Judgment (the “Order”) awarding $50,896 in damages to the Company. On June 28, 2021, the Company entered into a Settlement Agreement and Release (“Settlement Agreement”) with defendant, pursuant to which defendant paid to the Company a $35,000 cash payment, and defendant and the Company each agreed to withdraw appeals of certain rulings that they each filed after the Order was issued. The Company and defendant also entered into a two year Right of First Refusal Agreement covering all purchases of Northern White frac sand by defendant and its affiliates in the continental United States from January 1, 2022 through December 31, 2023. The Company recorded $19,592 as non-cash bad debt expense, which is the difference between the $54,592 accounts receivable balance that was under litigation and the cash received under the Settlement Agreement.

Bonds

The Company has performance bonds with various public and private entities regarding reclamation, permitting and maintenance of public roadways. Total aggregate principal amount of performance bonds outstanding as of September 30, 2021 was $9,478.

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Summary of Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2021

Accounting Policies [Abstract]

Basis of Presentation and Consolidation

Basis of Presentation and Consolidation

The accompanying unaudited quarterly condensed consolidated financial statements (“interim statements”) of the Company are presented in accordance with the rules and regulations of the SEC for quarterly reports on Form 10-Q and therefore do not include all the information and notes required by GAAP. In the opinion of management, all adjustments and disclosures necessary for a fair presentation of these interim statements have been included. All adjustments are of a normal recurring nature. The results reported in these interim statements are not necessarily indicative of the results that may be reported for the entire year. The consolidated balance sheet as of December 31, 2020 was derived from the audited consolidated financial statements as of and for the year ended December 31, 2020. These interim statements should be read in conjunction with the Company’s consolidated financial statements for the year ended December 31, 2020.

Use of Estimates

Use of Estimates

The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Significant estimates used in the preparation of these financial statements include, but are not limited to: the sand reserves and their impact on calculating the depletion expense under the units-of-production method; the depreciation and amortization associated with property, plant and equipment and definite-lived intangible assets, impairment considerations of assets (including impairment of

identified intangible assets and other long-lived assets); estimated cost of future asset retirement obligations; fair value of acquired assets and assume liabilities; stock-based compensation; recoverability of deferred tax assets; inventory reserve; collectability of receivables; and certain liabilities. Actual results could differ materially from management’s best estimates as additional information or actual results become available in the future. The decreased demand related to the coronavirus (“COVID-19”) pandemic caused dramatic swings in oil prices and significant volatility in the oilfield service sector since March 2020. The Company is currently unable to estimate the impact of these events on its future financial position and results of operations. Therefore, the Company can give no assurances that these events will not have a material adverse effect on its financial position or results of operations.

Recent Accounting Pronouncements

Recent Accounting Pronouncements

In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326), which modifies how companies recognize expected credit losses on financial instruments and other commitments to extend credit held by an entity at each reporting date. Existing GAAP requires an “incurred loss” methodology whereby companies are prohibited from recording an expected loss until it is probable that the loss has been incurred. ASU 2016-13 requires companies to use a methodology that reflects current expected credit losses (“CECL”) and requires consideration of a broad range of reasonable and supportable information to record and report credit loss estimates, even when the CECL is remote. Companies will be required to record the allowance for credit losses and deduct that amount from the basis of the asset and a related expense will be recognized in selling, general and administrative expenses on the income statement, similar to bad debt expense under existing GAAP. There is much latitude given to entities in determining the methodology for calculating the CECL. The guidance is effective for the Company for financial statement periods beginning after December 15, 2022, although early adoption is permitted. While the Company is still in the process of evaluating the effects of ASU 2016-13 and its related updates on the consolidated financial statements, at the time of adoption, it believes the primary effect, if any will be an allowance recorded against its accounts and unbilled receivables on its balance sheet and related expense on its income statement. The Company cannot determine the financial impact on its consolidated financial statements upon adoption as its accounts and unbilled receivables balances are affected by ongoing transactions with customers.

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Business Combinations (Tables)

9 Months Ended

Sep. 30, 2021

Business Combinations [Abstract]

Schedule of Business Acquisitions, by Acquisition

The table below presents the calculation of the total purchase consideration:

Base price consideration	$	2,000
20-day volume weighted average price of Smart Sand stock	$	1.33
Shares issued	1,504
Closing share price on September 18, 2020	$	1.37
Total equity issued	$	2,060
Net working capital adjustment	$	20
Total purchase consideration	$	2,080

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

The Company’s final allocation of the purchase price in connection with the acquisition was calculated as follows:

			Fair Value
Assets Acquired
	Cash		$	309
	Accounts receivable		75
	Inventory		2,459
	Prepaid expenses and other current assets		124
	Property, plant and equipment		60,310
	Right-of-use assets		9,603
		Total assets acquired	72,880
Liabilities Assumed
	Accounts payable		16
	Accrued expenses and other liabilities		2,008
	Asset retirement obligations		8,424
	Operating lease liabilities		9,603
	Deferred income taxes		11,149
		Total liabilities assumed	31,200
		Estimated fair value of net assets acquired	$	41,680

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Inventory (Tables)

9 Months Ended

Sep. 30, 2021

Inventory Disclosure [Abstract]

Schedule of Inventories

Inventory consisted of the following:

	September 30, 2021		December 31, 2020
Raw material	$	176	$	428
Work in progress	5,789		10,465
Finished goods	5,475		4,400
Spare parts	3,941		3,843
Total inventory	$	15,381	$	19,136

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Property, Plant and Equipment, net (Tables)

9 Months Ended

Sep. 30, 2021

Property, Plant and Equipment [Abstract]

Schedule of net property, plant and equipment

Net property, plant and equipment consisted of:

	September 30, 2021		December 31, 2020
Machinery, equipment and tooling	$	30,456	$	29,002
SmartSystems	27,159		22,352
Vehicles	3,014		2,893
Furniture and fixtures	1,326		1,302
Plant and building	199,958		199,867
Real estate properties	6,496		6,458
Railroad and sidings	27,703		27,703
Land and land improvements	33,155		33,040
Asset retirement obligation	20,730		19,993
Mineral properties	7,442		7,442
Deferred mining costs	2,455		2,123
Construction in progress	6,894		7,489
	366,788		359,664
Less: accumulated depreciation and depletion	103,669		84,988
Total property, plant and equipment, net	$	263,119	$	274,676

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(Tables)

9 Months Ended

Sep. 30, 2021

Payables and Accruals [Abstract]

Schedule of Accrued and Other Expenses

Accrued and other expenses were comprised of the following:

	September 30, 2021		December 31, 2020
Employee related expenses	$	1,168	$	1,048
Accrued equipment	—		55
Accrued professional fees	980		1,129
Accrued royalties	2,380		2,624
Accrued freight and delivery charges	1,770		2,901
Accrued real estate tax	2,046		1,637
Accrued utilities	862		748
Sales tax liability	723		1,386
Other accrued liabilities	1,315		1,614
Total accrued liabilities	$	11,244	$	13,142

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Debt (Tables)

9 Months Ended

Sep. 30, 2021

Debt Disclosure [Abstract]

Schedule of long-term debt

The current portion of long-term debt consists of the following:

	September 30, 2021		December 31, 2020
Oakdale Equipment Financing	$	3,760	$	3,600
Finance leases	120		123
Notes Payable	3,401		3,178
Long-term debt, net, current	$	7,281	$	6,901

Long-term debt, net of current portion consists of the following:

	September 30, 2021		December 31, 2020
ABL Credit Facility	$	—	$	—
Oakdale Equipment Financing, net	12,536		15,236
Finance Leases	263		351
Notes Payable	4,175		6,858
Long-term debt, net	$	16,974	$	22,445

Schedule of Maturities of Long-term Debt

The follow summarizes the maturity of our debt:

	ABL Credit Facility		Oakdale Equipment Financing		Notes Payable		Finance Leases		Total
Remainder of 2021	$	—	$	1,160	$	1,056	$	38	$	2,254
2022	—		4,638		3,387		137		8,162
2023	—		4,638		2,371		245		7,254
2024	—		6,888		807		—		7,695
2025	—		1,724		187		—		1,911
2026 and thereafter	—		—		355		—		355
Total minimum payments	—		19,048		8,163		420		27,631
Amount representing interest	—		(2,158)		(587)		(37)		(2,782)
Amount representing unamortized lender fees	—		(594)				—		(594)
Present value of payments							383
Less: current portion	—		(3,760)		(3,401)		(120)		(7,281)
Total long-term debt, net	$	—	$	12,536	$	4,175	$	263	$	16,974

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Leases (Tables)

9 Months Ended

Sep. 30, 2021

Leases [Abstract]

Assets And Liabilities, Lessee

The operating and financing components of the Company’s right-of-use assets and lease liabilities on the consolidated balance sheet were as follows:

	Balance Sheet Location	September 30, 2021		December 31, 2020
Right-of-use assets
Operating	Operating right-of-use assets	$	29,478	$	32,099
Financing	Property, plant and equipment, net	262		373
Total right-of use assets		$	29,740	$	32,472
Lease liabilities
Operating	Operating lease liabilities, current and long-term portions	$	32,138	$	34,097
Financing	Long-term debt, current and long-term portions	383		474
Total lease liabilities		$	32,521	$	34,571

Lease, Cost

Lease cost recognized in the consolidated income statement for the three and nine months ended September 30, 2021 and 2020 was as follows:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
Finance lease cost
Amortization of right-of-use assets	$	35	$	35	$	105	$	104
Interest on lease liabilities	7		9		22		28
Operating lease cost	2,610		2,729		8,375		9,824
Short-term lease cost	86		4		120		238
Total lease cost	$	2,738	$	2,777	$	8,622	$	10,194

Other information related to the Company’s leasing activity for the three and nine months ended September 30, 2021 and 2020 is as follows:

	Nine months ended September 30,
	2021			2020
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows used for finance leases	$	22		$	28
Operating cash flows used for operating leases	$	7,680		$	9,158
Financing cash flows used for finance leases	$	92		$	85
Right-of-use assets obtained in exchange for new operating lease liabilities	$	4,401		$	13,936
Weighted average remaining lease term - finance leases	1.9 years			2.9 years
Weighted average discount rate - finance leases	6.60		%	6.60		%
Weighted average remaining lease term - operating leases	3.8 years			3.7 years
Weighted average discount rate - operating leases	5.81		%	5.71		%

Finance Lease, Liability, Maturity

Maturities of the Company’s lease liabilities as of September 30, 2021 are as follows:

	Operating Leases		Finance Leases		Total
Remainder of 2021	$	1,632	$	38	$	1,670
2022	9,857		137		9,994
2023	9,098		245		9,343
2024	7,519		—		7,519
2025	3,773		—		3,773
Thereafter	4,450		—		4,450
Total cash lease payments	36,329		420		36,749
Less: amounts representing interest	(4,191)		(37)		(4,228)
Total lease liabilities	$	32,138	$	383	$	32,521

Lessee, Operating Lease, Liability, Maturity

Maturities of the Company’s lease liabilities as of September 30, 2021 are as follows:

	Operating Leases		Finance Leases		Total
Remainder of 2021	$	1,632	$	38	$	1,670
2022	9,857		137		9,994
2023	9,098		245		9,343
2024	7,519		—		7,519
2025	3,773		—		3,773
Thereafter	4,450		—		4,450
Total cash lease payments	36,329		420		36,749
Less: amounts representing interest	(4,191)		(37)		(4,228)
Total lease liabilities	$	32,138	$	383	$	32,521

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Asset Retirement Obligation (Tables)

9 Months Ended

Sep. 30, 2021

Asset Retirement Obligation Disclosure [Abstract]

Reconciliation of total reclamation liability for asset retirement obligations

The following is a reconciliation of the total reclamation liability for asset retirement obligations.

Balance at December 31, 2020	$	14,996
Additions	737
Accretion expense	558
Balance at September 30, 2021	$	16,291

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Revenue (Tables)

9 Months Ended

Sep. 30, 2021

Revenue from Contract with Customer [Abstract]

Disaggregation of revenue

Disaggregation of Revenue

The following table presents the Company’s revenues disaggregated by type and percentage of total revenues for the periods indicated.

	Three Months Ended September 30,								Nine Months Ended September 30,
	2021				2020				2021				2020
	Revenue		Percentage of Total Revenue		Revenue		Percentage of Total Revenue		Revenue		Percentage of Total Revenue		Revenue		Percentage of Total Revenue
Sand sales revenue	$	31,343	91	%	$	12,445	53	%	$	83,291	91	%	$	50,809	52	%
Shortfall revenue	2,680		8	%	6,842		29	%	4,421		5	%	22,148		23	%
Logistics revenue	456		1	%	4,122		18	%	3,856		4	%	24,046		25	%
Total revenue	$	34,479	100	%	$	23,409	100	%	$	91,568	100	%	$	97,003	100	%

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Stock-Based Compensation (Tables)

9 Months Ended

Sep. 30, 2021

Share-based Payment Arrangement [Abstract]

Unrecognized compensation expense is expected to be recognized

At September 30, 2021, the Company had unrecognized compensation expense of $7,201 related to granted but unvested stock awards, which is to be recognized as follows:

Remainder of 2021	$	1,022
2022	2,632
2023	1,917
2024	1,158
2025	472
Total	$	7,201

Summary of restricted stock activity

The following table summarizes restricted stock activity under the Plans from December 31, 2020 through September 30, 2021:

	Number of Shares	Weighted Average
Unvested, December 31, 2020	1,886	$	5.14
Granted	1,982	$	2.88
Vested	(325)	$	8.31
Forfeited	(138)	$	6.26
Unvested, September 30, 2021	3,405	$	3.04

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Commitments and Contingencies (Tables)

9 Months Ended

Sep. 30, 2021

Commitments and Contingencies Disclosure [Abstract]

Commitments Disclosure

Future minimum annual commitments under such contracts at September 30, 2021 are as follows:

Remainder of 2021	$	1,554
2022	2,467
2023	2,573
2024	2,469
2025	2,462
Thereafter	26,886
Total	$	38,411

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Organization and Nature of Business (Detail) $ in Thousands, T in Millions		3 Months Ended		9 Months Ended
	Sep. 18, 2020 USD ($)	Sep. 30, 2021 USD ($) T	Sep. 30, 2020 USD ($)	Sep. 30, 2021 USD ($) T	Sep. 30, 2020 USD ($)
Business Acquisition [Line Items]
Processing capacity | T		7.1		7.1
Other income | $		$ 1,792	$ 80	$ 5,457	$ 162
Business Combination, Bargain Purchase, Gain Recognized, Amount | $	$ 39,600
Eagle Materials Holdings [Member] | BNSF [Member]
Business Acquisition [Line Items]
Processing capacity | T		1.6		1.6

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Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Other income	$ 1,792	$ 80	$ 5,457	$ 162
Employee Retention Credit
Other income	$ 1,674		$ 5,026

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Business Combinations (Details) $ / shares in Units, $ in Thousands, T in Millions		6 Months Ended
	Sep. 18, 2020 USD ($) $ / shares	Jun. 30, 2021 USD ($)	Sep. 30, 2021 T
Business Acquisition [Line Items]
Processing capacity | T			7.1
Cash	$ 309
Accounts receivable	75
Inventory	2,459
Prepaid expenses and other current assets	124
Property, plant and equipment	60,310
Right-of-use assets	9,603
Total assets acquired	72,880
Accounts payable	16
Business Combination, Liabilities Assumed, Accrued Expense and Other Liabilities	2,008
Asset retirement obligations	8,424
Operating lease liabilities	9,603
Deferred income taxes	11,149
Total liabilities assumed	31,200
Estimated fair value of net assets acquired	41,680
Business Combination, Bargain Purchase, Gain Recognized, Amount	39,600
Eagle Materials Holdings [Member]
Business Acquisition [Line Items]
Base price consideration	$ 2,000
Business Acquisition, Volume Weighted Average Share Price | $ / shares	$ 1.33
Business Acquisition, Share Price | $ / shares	$ 1.37
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable	$ 2,060
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Working Capital	20
Total purchase consideration	$ 2,080
Shares issued	1,504
Business Combination, Acquisition Related Costs		$ 891
Eagle Materials Holdings [Member] | BNSF [Member]
Business Acquisition [Line Items]
Processing capacity | T			1.6

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Inventory - Schedule of Inventories (Detail) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
Inventory [Line Items]
Inventory, Net, Total	$ 15,381	$ 19,136
Sand
Inventory [Line Items]
Raw material	176	428
Work in progress	5,789	10,465
Finished goods	5,475	4,400
Spare parts	3,941	3,843
Inventory, Net, Total	$ 15,381	$ 19,136

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Property, Plant and Equipment, Net - Schedule of Net Property, Plant and Equipment (Detail) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 366,788	$ 359,664
Less: accumulated depreciation and depletion	103,669	84,988
Total property, plant and equipment, net	263,119	274,676
Machinery, equipment and tooling
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	30,456	29,002
SmartSystems
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	27,159	22,352
Vehicles
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	3,014	2,893
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	1,326	1,302
Plant and building
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	199,958	199,867
Real estate properties
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	6,496	6,458
Railroad and sidings
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	27,703	27,703
Land and land improvements
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	33,155	33,040
Asset retirement obligation
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	20,730	19,993
Mineral properties
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	7,442	7,442
Deferred mining costs
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	2,455	2,123
Construction in progress
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 6,894	$ 7,489

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Property, Plant and Equipment, Net - Narrative (Detail) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Property, Plant and Equipment [Abstract]
Depreciation expenses	$ 6,111	$ 5,328	$ 18,325	$ 15,856

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(Details) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
Payables and Accruals [Abstract]
Employee related expenses	$ 1,168	$ 1,048
Accrued equipment	0	55
Accrued professional fees	980	1,129
Accrued royalties	2,380	2,624
Accrued freight and delivery charges	1,770	2,901
Accrued real estate tax	2,046	1,637
Accrued utilities	862	748
Sales tax liability	723	1,386
Other accrued liabilities	1,315	1,614
Total accrued liabilities	$ 11,244	$ 13,142

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Debt Long-Term Debt, Net (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2021	Dec. 31, 2020
Line of Credit Facility [Line Items]
Long-term debt, net, current	$ 7,281	$ 6,901
Long-term debt, net	16,974	22,445
Debt Instrument [Line Items]
Remainder of 2021	2,254
2022	8,162
2023	7,254
2024	7,695
2025	1,911
2026 and thereafter	355
Total minimum payments	27,631
Amount representing interest	(2,782)
Amount representing unamortized lender fees	(594)
Less: current portion	(7,281)	(6,901)
Long-term debt, net	16,974	22,445
Finance Leases
Line of Credit Facility [Line Items]
Long-term debt, net, current	120	123
Long-term debt, net	263	351
Debt Instrument [Line Items]
Remainder of 2021	38
2022	137
2023	245
2024	0
2025	0
2026 and thereafter	0
Total minimum payments	420
Amount representing interest	(37)
Amount representing unamortized lender fees	0
Present value of payments	383
Less: current portion	(120)	(123)
Long-term debt, net	263	351
Notes Payable
Line of Credit Facility [Line Items]
Long-term debt, net, current	3,401	3,178
Long-term debt, net	4,175	6,858
Debt Instrument [Line Items]
Remainder of 2021	1,056
2022	3,387
2023	2,371
2024	807
2025	187
2026 and thereafter	355
Total minimum payments	8,163
Amount representing interest	(587)
Amount representing unamortized lender fees
Less: current portion	(3,401)	(3,178)
Long-term debt, net	4,175	6,858
Oakdale Equipment Financing, net
Line of Credit Facility [Line Items]
Long-term debt, net, current	3,760	3,600
Long-term debt, net	12,536	15,236
Debt Instrument [Line Items]
Remainder of 2021	1,160
2022	4,638
2023	4,638
2024	6,888
2025	1,724
2026 and thereafter	0
Total minimum payments	19,048
Amount representing interest	(2,158)
Amount representing unamortized lender fees	(594)
Less: current portion	(3,760)	(3,600)
Long-term debt, net	12,536	15,236
ABL Credit Facility
Line of Credit Facility [Line Items]
Long-term debt, net, current	0
Long-term debt, net	0	0
Debt Instrument [Line Items]
Remainder of 2021	0
2022	0
2023	0
2024	0
2025	0
2026 and thereafter	0
Total minimum payments	0
Amount representing interest	0
Amount representing unamortized lender fees	0
Less: current portion	0
Long-term debt, net	$ 0	$ 0

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Credit Facility - Additional Information (Detail) - USD ($)	Dec. 13, 2019	Sep. 30, 2021	Sep. 18, 2020
Minimum
Line of Credit Facility [Line Items]
Interest rates on notes		4.00%
Maximum
Line of Credit Facility [Line Items]
Interest rates on notes		7.49%
Nexseer Capital [Member] | Oakdale Equipment Financing, net
Line of Credit Facility [Line Items]
Proceeds from secured notes payable	$ 23,000
Interest rates on notes		5.79%
ABL Revolving Credit Facility | Jeffries Finance L L C [Member]
Line of Credit Facility [Line Items]
Revolving credit facility	$ 20,000
Term	5 years
Current borrowing capacity		$ 17,764,000
Line of Credit Facility, Fair Value of Amount Outstanding		0
Letters of credit outstanding, amount		1,232,000
Remaining borrowing capacity		$ 16,532,000
Acquisition Liquidity Support Facility
Line of Credit Facility [Line Items]
Revolving credit facility			$ 5,000

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Leases - Right of Use Assets and Lease Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
Leases [Abstract]
Operating lease right-of-use assets	$ 29,478	$ 32,099
Property, plant and equipment, net	262	373
Total right-of use assets	29,740	32,472
Operating lease liabilities, current and long-term portions	32,138	34,097
Long-term debt, current and long-term portions	383	474
Total lease liabilities	$ 32,521	$ 34,571

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Leases - Lease Cost (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Leases [Abstract]
Amortization of right-of-use assets	$ 35	$ 35	$ 105	$ 104
Interest on lease liabilities	7	9	22	28
Operating lease cost	2,610	2,729	8,375	9,824
Short-term lease cost	86	4	120	238
Total lease cost	$ 2,738	$ 2,777	$ 8,622	$ 10,194

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Leases - Other Lease (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020
Leases [Abstract]
Operating cash flows used for finance leases	$ 22	$ 28
Operating cash flows used for operating leases	7,680	9,158
Financing cash flows used for finance leases	92	85
Right-of-use assets obtained in exchange for new operating lease liabilities	$ 4,401	$ 13,936
Weighted average remaining lease term - finance leases	1 year 10 months 24 days	2 years 10 months 24 days
Weighted average discount rate - finance leases	6.60%	6.60%
Weighted average remaining lease term - operating leases	3 years 9 months 18 days	3 years 8 months 12 days
Weighted average discount rate - operating leases	5.81%	5.71%

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Leases - Lease Maturities (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
Operating Leases
Remainder of 2021	$ 1,632
2022	9,857
2023	9,098
2024	7,519
2025	3,773
Thereafter	4,450
Total cash lease payments	36,329
Less: amounts representing interest	(4,191)
Operating lease liabilities, current and long-term portions	32,138	$ 34,097
Finance Leases
Remainder of 2021	38
2022	137
2023	245
2024	0
2025	0
Thereafter	0
Total cash lease payments	420
Less: amounts representing interest	(37)
Long-term debt, current and long-term portions	383	$ 474
Total
Remainder of 2021	1,670
2022	9,994
2023	9,343
2024	7,519
2025	3,773
Thereafter	4,450
Total cash lease payments	36,749
Less: amounts representing interest	(4,228)
Total lease liabilities	$ 32,521

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Asset Retirement Obligation - Additional Information (Detail) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
Asset Retirement Obligation Disclosure [Abstract]
Post-closure reclamation and site restoration obligation	$ 16,291	$ 14,996

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Asset Retirement Obligation - Reconciliation of Total Reclamation Liability for Asset Retirement Obligations (Detail) $ in Thousands	9 Months Ended
	Sep. 30, 2021 USD ($)
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward]
December 31, 2020	$ 14,996
Accretion expense	558
September 30, 2021	16,291
Additions	$ 737

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Revenue Disaggregation of Revenue (Details) - Product Concentration Risk - Revenue from Contract with Customer Benchmark [Member]	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Disaggregation of Revenue [Line Items]
Concentration Risk, Percentage	100.00%	100.00%	100.00%	100.00%
Sand [Member]
Disaggregation of Revenue [Line Items]
Concentration Risk, Percentage	91.00%	53.00%	91.00%	52.00%
Shortfall Revenues [Member]
Disaggregation of Revenue [Line Items]
Concentration Risk, Percentage	8.00%	29.00%	5.00%	23.00%
Logistics [Member]
Disaggregation of Revenue [Line Items]
Concentration Risk, Percentage	1.00%	18.00%	4.00%	25.00%

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Revenue Deferred Revenue (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2021	Dec. 31, 2020
Revenue Recognition and Deferred Revenue [Abstract]
Contract with customer, liability		$ 10,357
Revenue recognized	$ 6,875
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-07-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue expected to be recognized	$ 0

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Revenue Performance Obligation (Details)	Sep. 30, 2021
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-07-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligation, expected timing of satisfaction, period	6 months
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligation, expected timing of satisfaction, period	1 year

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Earnings Per Share (Details) shares in Thousands	3 Months Ended
	Sep. 30, 2020 shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	2,237

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Stock-Based Compensation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020	Jul. 27, 2021	Apr. 03, 2020	Nov. 30, 2016
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized stock based compensation expense	$ 7,201		$ 7,201
Restricted Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted stock shares issued (in shares)			1,982,000
Grant date fair value per share (in dollars per share)			$ 2.88
2012 Equity Incentive Plan | Restricted Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted stock shares issued (in shares)			1,982,000
Stock compensation expense recognized	$ 879	$ 941	$ 2,131	$ 2,910
2012 Equity Incentive Plan | Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares vest over period			1 year
2012 Equity Incentive Plan | Minimum | Restricted Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Grant date fair value per share (in dollars per share)			$ 2.44
2012 Equity Incentive Plan | Maximum | Restricted Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Grant date fair value per share (in dollars per share)			$ 7.79
Shares vest over period			4 years
2016 Omnibus Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock shares authorized for issuance (in shares)					231,000	2,088,000	3,911,000
2016 Employee Stock Purchase Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Purchase interval period			6 months
Percentage of purchase price to fair market value			85.00%
Percentage of purchase limit on gross compensation	20.00%		20.00%

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Stock-Based Compensation - Unrecognized Compensation Expense is to be Recognized (Detail) $ in Thousands	9 Months Ended
	Sep. 30, 2021 USD ($)
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items]
Unrecognized stock based compensation expense	$ 7,201
2016 Employee Stock Purchase Plan
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items]
Purchase interval period	6 months
Remainder of 2021
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items]
Unrecognized stock based compensation expense	$ 1,022
2022
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items]
Unrecognized stock based compensation expense	2,632
2023
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items]
Unrecognized stock based compensation expense	1,917
2024
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items]
Unrecognized stock based compensation expense	1,158
2025
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items]
Unrecognized stock based compensation expense	$ 472

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Stock-Based Compensation - Summary of Restricted Stock Activity (Detail) - $ / shares shares in Thousands	9 Months Ended
	Sep. 30, 2021
2016 Employee Stock Purchase Plan
Weighted Average
Percentage of purchase limit on gross compensation	20.00%
Restricted Stock
Number of Shares
Unvested, Beginning balance (in shares)	1,886
Granted (in shares)	1,982
Vested (in shares)	(325)
Forfeited (in shares)	(138)
Unvested, Ending balance (in shares)	3,405
Weighted Average
Unvested, Beginning balance (in dollars per share)	$ 5.14
Granted (in dollars per share)	2.88
Vested (in dollars per share)	8.31
Forfeited (in dollars per share)	6.26
Unvested, Ending balance (in dollars per share)	$ 3.04

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Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Income Tax Disclosure [Abstract]
Statutory tax rate	2.30%	5.10%	13.70%	12.00%
Unrecognized Tax Benefits, Period Increase (Decrease)			$ 2,172
Tax Credit Carryforward, Valuation Allowance	$ 1,305		$ 1,305

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Concentrations - Additional Information (Detail) - USD ($) $ in Thousands			3 Months Ended		9 Months Ended
	Sep. 30, 2021	Dec. 31, 2020	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Concentration Risk [Line Items]
Guarantor Obligations, Current Carrying Value	$ 9,478		$ 9,478		$ 9,478
Accounts Receivable | Customer Concentration Risk | One Customer
Concentration Risk [Line Items]
Concentration Risk, Percentage		78.00%
Accounts Receivable | Customer Concentration Risk | Two Customers
Concentration Risk [Line Items]
Concentration Risk, Percentage	55.00%
Revenue | Customer Concentration Risk | Three Customers
Concentration Risk [Line Items]
Concentration Risk, Percentage			50.00%	85.00%		69.00%
Revenue | Customer Concentration Risk | Four Customers
Concentration Risk [Line Items]
Concentration Risk, Percentage					68.00%
Accounts Payables | Supplier Concentration Risk | One Vendor
Concentration Risk [Line Items]
Concentration Risk, Percentage	23.00%
Accounts Payables | Supplier Concentration Risk | Three Vendors [Member]
Concentration Risk [Line Items]
Concentration Risk, Percentage		42.00%
Cost of Goods Sold | Supplier Concentration Risk | Two Supplier
Concentration Risk [Line Items]
Concentration Risk, Percentage			23.00%		22.00%
Cost of Goods Sold | Supplier Concentration Risk | Two Suppliers
Concentration Risk [Line Items]
Concentration Risk, Percentage				70.00%		64.00%

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Commitments and Contingencies - Schedule of Future Minimum Annual Commitments Under Non-Lease Contracts (Detail) $ in Thousands	Sep. 30, 2021 USD ($)
Commitments and Contingencies Disclosure [Abstract]
2021	$ 1,554
2022	2,467
2023	2,573
2024	2,469
2025	2,462
Thereafter	26,886
Total	38,411
Guarantor Obligations, Current Carrying Value	$ 9,478

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Commitments and Contingencies Litigation (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020	Jun. 28, 2021	Dec. 31, 2020
Accounts, Notes, Loans and Financing Receivable [Line Items]
Revenues:	$ 34,479	$ 23,409	$ 91,568	$ 97,003
Accounts receivable	15,589		15,589			$ 69,720
Guarantor Obligations, Current Carrying Value	9,478		9,478
Proceeds from Legal Settlements	35,000
Litigation Settlement, Amount Awarded from Other Party	50,896
Bad debt expense	0	$ 0	19,592	$ 0
Guarantor Obligations, Current Carrying Value	$ 9,478		$ 9,478
U.S. Well Services, LLC [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Accounts receivable					$ 54,592