Exhibit 2
POWERS OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Fred Ebrahemi as the undersigned’s true and lawfulattorney-in-fact to: (i) execute for and on behalf of the undersigned, in the undersigned’s capacity as a beneficial owner of shares of common stock of Smart Sand, Inc., a Delaware corporation (the “Company”), any Schedule 13D or Schedule 13G, and any amendments, supplements or exhibits thereto (including any joint filing agreements) required to be filed by the undersigned under Section 13 of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”); (ii) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Schedule 13D and Schedule 13G, and timely file such forms with the United States Securities and Exchange Commission and any stock exchange in which the common stock of the Company is listed on or approved for quotation in, if any; and (iii) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of theattorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by theattorney-in-fact on behalf of the undersigned pursuant to these Powers of Attorney shall be in such form and shall contain such terms and conditions as theattorney-in-fact may approve in his discretion.
The undersigned hereby grants to theattorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that theattorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that theattorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned’s responsibilities to comply with Section 13 of the Exchange Act.
These Powers of Attorney shall remain in full force and effect until the undersigned is no longer required to file reports or schedules under Section 13 of the Exchange Act with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoingattorney-in-fact.
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IN WITNESS WHEREOF, the undersigned have caused these Powers of Attorney to be executed as of this 14th day of February, 2017.
| CCG OPERATIONS, LLC | ||
| By: | /s/ José E. Feliciano | |
| Name: | José E. Feliciano | |
| Title: | Manager | |
| CLEARLAKE CAPITAL PARTNERS, LLC | ||
| By: | /s/ José E. Feliciano | |
| Name: | José E. Feliciano | |
| Title: | Co-President | |
| CLEARLAKE CAPITAL PARTNERS II GP, L.P. | ||
| By: | Clearlake Capital Partners, LLC | |
| Its General Partner | ||
| By: | /s/ José E. Feliciano | |
| Name: | José E. Feliciano | |
| Title: | Co-President | |
| CLEARLAKE CAPITAL PARTNERS II (MASTER), L.P. | ||||
| By: | Clearlake Capital Partners II GP, L.P. | |||
| Its General Partner | ||||
| By: | Clearlake Capital Partners, LLC | |||
| Its General Partner | ||||
| By: | /s/ José E. Feliciano | |
| Name: | José E. Feliciano | |
| Title: | Co-President |
JOSÉ E. FELICIANO |
/s/ José E. Feliciano |
BEHDAD EGHBALI |
/s/ Behdad Eghbali |
