●] Shares Smart Sand, Inc. Common Stock Underwriting AgreementUnderwriting Agreement • February 1st, 2017 • Smart Sand, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • New York
Smart Sand, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters (the “Underwriters”) named in Schedule I to this agreement (this “Agreement”), for whom Credit Suisse Securities (USA) LLC and Goldman, Sachs & Co. are acting as representatives (the “Representatives”), an aggregate of [●] shares of the Company’s common stock, $0.001 par value (the “Common Stock”), and the selling stockholders listed on Schedule VI hereto (the “Selling Stockholders”) propose, severally and not jointly, to sell to the several Underwriters an aggregate of [●] outstanding shares of Common Stock (such [●] shares of Common Stock being hereinafter referred to as the “Firm Shares”). In addition, the Selling Stockholders, severally and not jointly, propose to grant the Underwriters an option to purchase up to [●] additional shares of the Company’s Common Stock on the terms set forth in Section 3 hereof (the “Optional Share
