Exhibit 10.1

Execution Version

TAX RECEIVABLE AGREEMENT

by and among

SOLARIS OILFIELD INFRASTRUCTURE, INC.

CERTAIN OTHER PERSONS NAMED HEREIN,

YORKTOWN ENERGY PARTNERS X, L.P., AS AGENT

and

SOLARIS SUB MANAGER LLC, AS AGENT

DATED AS OF MAY 17, 2017

TAX RECEIVABLE AGREEMENT

This TAX RECEIVABLE AGREEMENT (this “ Agreement ”), dated as of May 17, 2017, is hereby entered into by and among Solaris Oilfield Infrastructure, Inc., a Delaware corporation (the “ Corporate Taxpayer ”), the TRA Holders and the Agents.

RECITALS

WHEREAS, the Corporate Taxpayer is the managing member of Solaris Oilfield Infrastructure, LLC, a Delaware limited liability company (“ Solaris LLC ”), an entity classified as a partnership for U.S. federal income tax purposes, and holds limited liability company interests in Solaris LLC;

WHEREAS, Solaris LLC and each of its direct and indirect Subsidiaries that is treated as a partnership for U.S. federal income tax purposes will have in effect an election under Section 754 of the Internal Revenue Code of 1986, as amended (the “ Code ”), for each Taxable Year in which an Exchange occurs, which election is expected to result, with respect to the Corporate Taxpayer, in an adjustment to the Tax basis of the assets owned by Solaris LLC and such Subsidiaries;

WHEREAS, the TRA Holders currently hold (and their permitted transferees may in the future hold) Units and may transfer all or a portion of such Units in one or more Exchanges (as defined herein), and as a result of such Exchanges, the Corporate Taxpayer is expected to obtain or be entitled to certain Tax benefits as further described herein;

WHEREAS, this Agreement is intended to set forth the agreements among the parties hereto regarding the sharing of the Tax benefits realized by the Corporate Taxpayer as a result of Exchanges;

NOW, THEREFORE, in consideration of the foregoing and the respective covenants and agreements set forth herein, and intending to be legally bound hereby, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1 Definitions . As used in this Agreement, the terms set forth in this Article I shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined).

“ Accrued Amount ” has the meaning set forth in Section 3.1(b) of this Agreement.

“ Actual Tax Liability ” means, with respect to any Taxable Year, the actual liability for U.S. federal income Taxes of (i) the Corporate Taxpayer, and (ii) without duplication, Solaris LLC, but only with respect to Taxes imposed on Solaris LLC and allocable to the Corporate Taxpayer; provided that the actual liability for U.S. federal income Taxes of the Corporate Taxpayer shall be calculated assuming deductions of (and other impacts of) state and local income and franchise Taxes are excluded.

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“ Affiliate ” means, with respect to any Person, any other Person that directly or indirectly, through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such first Person.

“ Agent ” means (i) with respect to Yorktown X, any of its assignees that are partners in Yorktown X, and any subsequent assignees that are Affiliates of such partner in Yorktown X, Yorktown Agent, and (ii) with respect to all other TRA Holders, Solaris Sub Manager LLC, a Delaware limited liability company, or such other Person designated as such pursuant to Section 7.6(c) .

“ Agreed Rate ” means a per annum rate of LIBOR plus 150 basis points.

“ Agreement ” has the meaning set forth in the preamble to this Agreement.

“ Amended Schedule ” has the meaning set forth in Section 2.3(b) of this Agreement.

“ Assumed State and Local Tax Rate ” means, with respect to any Taxable Year, (a) the sum of the products of (i) the Corporate Taxpayer’s income and franchise tax apportionment rate(s) for each state and local jurisdiction in which Solaris LLC or the Corporate Taxpayer files an income or franchise tax return for the relevant Taxable Year and (ii) the highest corporate income and franchise tax rate(s) for each state and local jurisdiction in which Solaris LLC or the Corporate Taxpayer files an income or franchise tax return for each relevant Taxable Year, reduced by (b) the product of (i) the Corporate Taxpayer’s marginal U.S. federal income tax rate for the relevant Taxable Year and (ii) the rate calculated under clause (a).

“ Attributable ” has the meaning set forth in Section 3.1(b) of this Agreement.

“ Basis Adjustment ” means any adjustment to the Tax basis of a Reference Asset (as calculated under Section  2.1 of this Agreement) as a result of an Exchange and the payments made pursuant to this Agreement with respect to such Exchange, including, but not limited to: (i) under Sections 734(b) and 743(b) of the Code (in situations where, following an Exchange, Solaris LLC remains classified as a partnership for U.S. federal income tax purposes); and (ii) under Sections 732(b), 734(b) and 1012 of the Code (in situations where, as a result of one or more Exchanges, Solaris LLC becomes an entity that is disregarded as separate from its owner for U.S. federal income tax purposes). Notwithstanding any other provision of this Agreement, the amount of any Basis Adjustment resulting from an Exchange of Units shall be determined without regard to any Pre-Exchange Transfer of such Units, and as if such Pre-Exchange Transfer had not occurred. For the avoidance of doubt, payments made under this Agreement shall not be treated as resulting in a Basis Adjustment to the extent such payments are treated as Imputed Interest.

“ beneficially own ” and “ beneficial owner ” shall be as defined in Rule 13d-3 of the rules promulgated under the Exchange Act.

“ Board ” means the board of directors of the Corporate Taxpayer.

“ Business Day ” means Monday through Friday of each week, except that a legal holiday recognized as such by the government of the United States of America or the State of Texas shall not be regarded as a Business Day.

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“ Call Right ” has the meaning set forth in the Solaris LLC Agreement.

“ Change of Control ” means the occurrence of any of the following events or series of related events after the IPO Date:

Notwithstanding the foregoing, except with respect to clause (ii) above, a “Change of Control” shall not be deemed to have occurred by virtue of the consummation of any transaction or series of integrated transactions immediately following which the record holders of the shares of the Corporate Taxpayer immediately prior to such transaction or series of transactions continue to have substantially the same proportionate ownership in, and own substantially all of the shares of, an entity which owns, either directly or through a Subsidiary, all or substantially all of the assets of the Corporate Taxpayer immediately following such transaction or series of transactions.

“ Class A Shares ” means shares of Class A common stock of the Corporate Taxpayer.

“ Code ” has the meaning set forth in the Recitals of this Agreement (or any successor U.S. federal income Tax statute).

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“ Control ” 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 ownership of voting securities, by contract or otherwise.

“ Corporate Taxpayer ” has the meaning set forth in the preamble to this Agreement.

“ Corporate Taxpayer Return ” means the U.S. federal income Tax Return of the Corporate Taxpayer (including any consolidated group of which the Corporate Taxpayer is a member, as further described in Section 7.12(a) of this Agreement) filed with respect to Taxes of any Taxable Year.

“ Cumulative Net Realized Tax Benefit ” for a Taxable Year means the cumulative amount (but not less than zero) of Realized Tax Benefits for all Taxable Years, up to and including such Taxable Year, net of the cumulative amount of Realized Tax Detriments for the same period. The Realized Tax Benefit and Realized Tax Detriment for each Taxable Year shall be determined based on the most recent Tax Benefit Payment Schedule or Amended Schedule, if any, in existence at the time of such determination.

“ Default Rate ” means a per annum rate of LIBOR plus 550 basis points.

“ Determination ” shall have the meaning ascribed to such term in Section 1313(a) of the Code or any other event (including the execution of IRS Form 870-AD) that finally and conclusively establishes the amount of any liability for Tax.

“ Dispute ” has the meaning set forth in Section 7.9(a) of this Agreement.

“ Disputing Party ” has the meaning set forth in Section  7.10 of this Agreement.

“ Early Termination ” has the meaning set forth in Section  4.1 of this Agreement.

“ Early Termination Date ” means the date of an Early Termination Notice for purposes of determining the Early Termination Payment.

“ Early Termination Effective Date ” has the meaning set forth in Section  4.4 of this Agreement.

“ Early Termination Notice ” has the meaning set forth in Section  4.4 of this Agreement.

“ Early Termination Payment ” has the meaning set forth in Section 4.5(b) of this Agreement.

“ Early Termination Rate ” means a per annum rate of LIBOR plus 100 basis points.

“ Early Termination Schedule ” has the meaning set forth in Section  4.4 of this Agreement.

“ Exchange ” means any transfer of Units by a TRA Holder, or by a permitted transferee of such TRA Holder, pursuant to the Solaris LLC Agreement, to Solaris LLC or to the Corporate Taxpayer in connection with the IPO or pursuant to the Redemption Right or the Call Right, as applicable.

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“ Exchange Act ” means the Securities Exchange Act of 1934, and the rules and regulations promulgated thereunder, as the same may be amended from time to time (or any corresponding provisions of succeeding law).

“ Exchange Date ” means each date on which an Exchange occurs.

“ Exchange Notice ” has the meaning given to the term “Redemption Notice” in the Solaris LLC Agreement.

“ Exchange Schedule ” has the meaning set forth in Section  2.1 of this Agreement.

“ Expert ” means Ernst & Young, LLP or such nationally recognized expert in the particular area of disagreement as is mutually acceptable to the parties.

“ Hypothetical Tax Liability ” means, with respect to any Taxable Year, the liability for U.S. federal income Taxes of (i) the Corporate Taxpayer, and (ii) without duplication, Solaris LLC, but only with respect to Taxes imposed on Solaris LLC and allocable to the Corporate Taxpayer (using the same methods, elections, conventions, U.S. federal income tax rate and similar practices used on the relevant Corporate Taxpayer Return), but computed without taking into account (i) any Basis Adjustments, (ii) any deduction attributable to Imputed Interest for the Taxable Year, and (iii) any Post-IPO TRA Benefits. For the avoidance of doubt, Hypothetical Tax Liability shall be determined without taking into account the carryover or carryback of any U.S. federal income Tax item (or portions thereof) that is attributable to any Basis Adjustments, Imputed Interest, and any Post-IPO TRA Benefits. Furthermore, the Hypothetical Tax Liability shall be calculated assuming deductions of (and other impacts of) state and local income and franchise Taxes are excluded.

“ Imputed Interest ” means any interest imputed under Section 1272, 1274 or 483 or other provision of the Code with respect to the Corporate Taxpayer’s payment obligations under this Agreement.

“ IPO ” means the initial public offering of shares by the Corporate Taxpayer.

“ IPO Date ” means the closing date of the IPO.

“ IRS ” means the U.S. Internal Revenue Service.

“ LIBOR ” means during any period, an interest rate per annum equal to the one-year LIBOR rate reported, on the date two (2) calendar days prior to the first day of such period, on the Telerate Page 3750 (or if such screen shall cease to be publicly available, as reported on Reuters Screen page “LIBOR01” or by any other publicly available source of such market rate) for London interbank offered rates for United States dollar deposits for such period.

“ Majority TRA Holders ” means, at the time of any determination, TRA Holders who would be entitled to receive more than fifty percent (50%) of the aggregate amount of the Early Termination Payments payable to all TRA Holders hereunder (determined using such calculations of Early Termination Payments reasonably estimated by the Corporate Taxpayer) if the Corporate Taxpayer had exercised its right of early termination on such date.

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“ Market Value ” means the closing price of the Class A Shares on the applicable Exchange Date on the national securities exchange or interdealer quotation system on which such Class A Shares are then traded or listed, as reported by Bloomberg L.P.; provided , that if the closing price is not reported by Bloomberg L.P. for the applicable Exchange Date, then the Market Value means the closing price of the Class A Shares on the Business Day immediately preceding such Exchange Date on the national securities exchange or interdealer quotation system on which such Class A Shares are then traded or listed, as reported by Bloomberg L.P.; provided further that if the Class A Shares are not then listed on a national securities exchange or interdealer quotation system, “Market Value” means the cash consideration paid for Class A Shares, or the fair market value of the other property delivered for Class A Shares, as determined by the Board in good faith.

“ Material Objection Notice ” has the meaning set forth in Section  4.4 of this Agreement.

“ Net Tax Benefit ” has the meaning set forth in Section 3.1(b) of this Agreement.

“ Objection Notice ” has the meaning set forth in Section 2.3(a) of this Agreement.

“ Payment Date ” means any date on which a payment is required to be made pursuant to this Agreement.

“ Person ” means any individual, corporation, firm, partnership, joint venture, limited liability company, estate, trust, business association, organization, governmental entity or other entity.

“ Pre-Exchange Transfer ” means any transfer of one or more Units (i) that occurs prior to an Exchange of such Units, and (ii) to which Section 743(b) of the Code applies.

“ Post-IPO TRA ” means any tax receivable agreement (or comparable agreement) entered into by the Corporate Taxpayer or any of its Subsidiaries pursuant to which the Corporate Taxpayer is obligated to pay over amounts with respect to tax benefits resulting from any net operating losses or other tax attributes to which the Corporate Taxpayer becomes entitled as a result of a transaction (other than any Exchanges) after the date of this Agreement.

“ Post-IPO TRA Benefits ” means any tax benefits resulting from net operating losses or other tax attributes with respect to which the Corporate Taxpayer is obligated to make payments under a Post-IPO TRA.

“ Qualifying Owners ” means (i) William A. Zartler, or any company of which he is the manager, managing member or he otherwise controls, including, but not limited to, Solaris Energy Capital, LLC, (ii) any wife, lineal descendant, legal guardian or other legal representative or estate of the principal member named in clause (i) above; (iii) any trust of which at least one of the trustees is a person described in clause (i) or (ii) above, (iv) Yorktown X and any affiliated funds or investment vehicles managed by Yorktown Partners, LLC, (v) Loadcraft Site Services, LLC, (vi) any affiliated funds or investment vehicles managed by any of the persons described in clause (v) above, and (vii) any general partner, managing member, principal or managing director of any of the persons described in clause (iv) or (v) above.

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“ Realized Tax Benefit ” means, for a Taxable Year, the sum of (i) the excess, if any, of the Hypothetical Tax Liability for such Taxable Year over the Actual Tax Liability for such Taxable Year and (ii) the State and Local Tax Benefit for such Taxable Year. If all or a portion of the Actual Tax Liability for the Taxable Year arises as a result of an audit by the IRS of any Taxable Year, such liability and the corresponding Hypothetical Tax Liability shall not be included in determining the Realized Tax Benefit unless and until there has been a Determination with respect to such Actual Tax Liability.

“ Realized Tax Detriment ” means, for a Taxable Year, the sum of (i) the excess, if any, of the Actual Tax Liability over the Hypothetical Tax Liability for such Taxable Year and (ii) the State and Local Tax Detriment for such Taxable Year. If all or a portion of the Actual Tax Liability for the Taxable Year arises as a result of an audit by the IRS of any Taxable Year, such liability and the corresponding Hypothetical Tax Liability shall not be included in determining the Realized Tax Detriment unless and until there has been a Determination with respect to such Actual Tax Liability.

“ Reconciliation Dispute ” has the meaning set forth in Section  7.10 of this Agreement.

“ Reconciliation Procedures ” means the procedures described in Section  7.10 of this Agreement.

“ Redemption Right ” means the redemption right of holders of Units set forth in Section 4.6 of the Solaris LLC Agreement.

“ Reference Asset ” means, with respect to any Exchange, an asset (other than cash or a cash equivalent) that is held by Solaris LLC, or any of its direct or indirect Subsidiaries that is treated as a partnership or disregarded entity for U.S. federal income tax purposes (but only to the extent such Subsidiaries are not held through any entity treated as a corporation for U.S. federal income tax purposes), at the time of such Exchange. A Reference Asset also includes any asset that is “substituted basis property” under Section 7701(a)(42) of the Code with respect to a Reference Asset.

“ Schedule ” means any of the following: (i) an Exchange Schedule, (ii) a Tax Benefit Payment Schedule, or (iii) the Early Termination Schedule.

“ Senior Obligations ” has the meaning set forth in Section  5.1 of this Agreement.

“ Solaris LLC ” has the meaning set forth in the Recitals of this Agreement.

“ Solaris LLC Agreement ” means the Second Amended and Restated Limited Liability Company Agreement of Solaris LLC, as amended from time to time.

“ State and Local Tax Benefit ” means, for a Taxable Year, the excess, if any, of the Hypothetical Tax Liability over the Actual Tax Liability; provided that, for purposes of determining the State and Local Tax Benefit, each of the Hypothetical Tax Liability and the Actual Tax Liability shall be calculated using the Assumed State and Local Tax Rate instead of the rate applicable for U.S. federal income tax purposes.

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“ State and Local Tax Detriment ” means, for a Taxable Year, the excess, if any, of the Actual Tax Liability over the Hypothetical Tax Liability; provided that, for purposes of determining the State and Local Tax Detriment, each of the Actual Tax Liability and the Hypothetical Tax Liability shall be calculated using the Assumed State and Local Tax Rate instead of the rate applicable for U.S. federal income tax purposes.

“ Subsidiaries ” means, with respect to any Person, as of any date of determination, any other Person as to which such Person, owns, directly or indirectly, or otherwise controls more than 50% of the voting power or other similar interests or the sole general partner interest or managing member or similar interest of such Person.

“ Tax Benefit Payment ” has the meaning set forth in Section 3.1(b) of this Agreement.

“ Tax Benefit Payment Schedule ” has the meaning set forth in Section  2.2 of this Agreement.

“ Tax Proceeding ” has the meaning set forth in Section  6.1 of this Agreement.

“ Tax Receivable Agreements ” means this Agreement and any Post-IPO TRA.

“ Tax Return ” means any return, declaration, report or similar statement required to be filed with respect to Taxes (including any attached schedules), including, without limitation, any information return, claim for refund, amended return and declaration of estimated Tax.

“ Taxable Year ” means a taxable year of the Corporate Taxpayer as defined in Section 441(b) of the Code (which, for the avoidance of doubt, may include a period of less than twelve (12) months for which a Tax Return is made), ending on or after the IPO Date.

“ Taxes ” means any and all U.S. federal, state and local taxes, assessments or similar charges that are based on or measured with respect to net income or profits, and any interest related to such Tax.

“ Taxing Authority ” means the IRS and any federal, national, state, county or municipal or other local government, any subdivision, agency, commission or authority thereof, or any quasi-governmental body exercising any taxing authority or any other authority exercising Tax regulatory authority.

“ TRA Holder ” means each of those Persons set forth on Schedule A and their respective successors and permitted assigns pursuant to Section 7.6(a) .

“ Transferor ” has the meaning set forth in Section 7.12(b) of this Agreement.

“ Treasury Regulations ” means the final, temporary and proposed regulations under the Code promulgated from time to time (including corresponding provisions and succeeding provisions) as in effect for the relevant Taxable Year.

“ Units ” has the meaning set forth in the Solaris LLC Agreement.

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“ Valuation Assumptions ” means, as of an Early Termination Date, the assumptions that:

(i) in each Taxable Year ending on or after such Early Termination Date, the Corporate Taxpayer will have taxable income sufficient to fully utilize the deductions arising from all Basis Adjustments and the Imputed Interest during such Taxable Year or future Taxable Years (including, for the avoidance of doubt, Basis Adjustments and Imputed Interest that would result from future Tax Benefit Payments that would be paid in accordance with the Valuation Assumptions, further assuming such future Tax Benefit Payments would be paid on the due date, without extensions, for filing the Corporate Taxpayer Return for the applicable Taxable Year) in which such deductions would become available;

(ii) any loss or credit carryovers generated by deductions or losses arising from any Basis Adjustment or Imputed Interest (including such Basis Adjustment and Imputed Interest generated as a result of payments under this Agreement) that are available in the Taxable Year that includes the Early Termination Date will be utilized by the Corporate Taxpayer ratably in each Taxable Year over the five Taxable Years beginning with the Taxable Year that includes the Early Termination Date;

(iii) the U.S. federal, state and local income and franchise tax rates that will be in effect for each Taxable Year ending on or after such Early Termination Date will be those specified for each such Taxable Year by the Code and other law as in effect on the Early Termination Date;

(iv) any non-amortizable Reference Assets to which any Basis Adjustment is attributable will be disposed of in a fully taxable transaction for U.S. federal income tax purposes on the fifth anniversary of the Early Termination Date for an amount sufficient to fully utilize the Basis Adjustment with respect to such non-amortizable Reference Asset; provided , that in the event of a Change in Control which includes a taxable sale of such non-amortizable Reference Asset (including the sale of all of the equity interests in an entity classified as a partnership or disregarded entity that directly or indirectly owns such non-amortizable Reference Asset), such non-amortizable Reference Asset shall be deemed disposed of at the time of the Change in Control; and

(v) if, at the Early Termination Date, there are Units that have not been transferred in an Exchange, then all Units shall be deemed to be transferred pursuant to the Redemption Right effective on the Early Termination Date.

“ Yorktown X ” means Yorktown Energy Partners X, L.P., a Delaware limited partnership.

“ Yorktown Agent ” means with respect to Yorktown X, any of its assignees that are partners in Yorktown X, and any subsequent assignees that are Affiliates of such partner in Yorktown X, Yorktown X or, following the dissolution of Yorktown X, any Affiliate of Yorktown Partners, LLC designated by Yorktown X with notice to the Corporate Taxpayer.

Section 1.2 Other Definitional and Interpretative Provisions . The words “hereof,” “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. References to

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Articles, Sections, Exhibits and Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement unless otherwise specified. All Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Exhibit or Schedule but not otherwise defined therein, shall have the meaning as defined in this Agreement. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation,” whether or not they are in fact followed by those words or words of like import. “Writing,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References to any agreement or contract are to that agreement or contract as amended, modified or supplemented from time to time in accordance with the terms thereof. References to any Person include the successors and permitted assigns of that Person. References from or through any date mean, unless otherwise specified, from and including or through and including, respectively.

ARTICLE II

DETERMINATION OF CERTAIN REALIZED TAX BENEFIT S

Section 2.1 Exchange Schedules . Within ninety (90) calendar days after the filing of the Corporate Taxpayer Return for each Taxable Year in which any Exchange has been effected by a TRA Holder, the Corporate Taxpayer shall deliver to each Agent a schedule (the “ Exchange Schedule ”) that shows, in reasonable detail necessary to perform the calculations required by this Agreement, including with respect to each TRA Holder participating in any Exchange during such Taxable Year, (i) the Basis Adjustments with respect to the Reference Assets as a result of the Exchanges effected by such TRA Holder in such Taxable Year and (ii) the period (or periods) over which such Basis Adjustments are amortizable and/or depreciable.

Section 2.2 Tax Benefit Payment Schedules .

(a) Within ninety (90) calendar days after the filing of the Corporate Taxpayer Return for any Taxable Year in which there is a Realized Tax Benefit or Realized Tax Detriment, the Corporate Taxpayer shall provide to each Agent: (i) a schedule showing, in reasonable detail, (A) the calculation of the Realized Tax Benefit or Realized Tax Detriment for such Taxable Year, (B) the portion of the Net Tax Benefit, if any, that is Attributable to each TRA Holder who has participated in any Exchange, (C) the Accrued Amount with respect to any such Net Tax Benefit that is Attributable to such TRA Holder, (D) the Tax Benefit Payment due to each such TRA Holder, and (E) the portion of such Tax Benefit Payment that the Corporate Taxpayer intends to treat as Imputed Interest (a “ Tax Benefit Payment Schedule ”), (ii) a reasonably detailed calculation by the Corporate Taxpayer of the Hypothetical Tax Liability, (iii) a reasonably detailed calculation by the Corporate Taxpayer of the Actual Tax Liability, (iv) a copy of the Corporate Taxpayer Return for such Taxable Year, and (v) any other work papers reasonably requested by any Agent. In addition, the Corporate Taxpayer shall allow each Agent reasonable access at no cost to the appropriate representatives of the Corporate Taxpayer in connection with a review of such Tax Benefit Payment Schedule. The Tax Benefit Payment Schedule will become final as provided in Section 2.3(a) and may be amended as provided in Section 2.3(b) (subject to the procedures set forth in Section 2.3(b) ).

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(b) For purposes of calculating the Realized Tax Benefit or Realized Tax Detriment for any Taxable Year, carryovers or carrybacks of any U.S. federal income Tax item attributable to the Basis Adjustments, Imputed Interest, and any Post-IPO TRA Benefits shall be considered to be subject to the rules of the Code and the Treasury Regulations, as applicable, governing the use, limitation and expiration of carryovers or carrybacks of the relevant type. If a carryover or carryback of any U.S. federal income Tax item includes a portion that is attributable to the Basis Adjustment, Imputed Interest, or any Post-IPO TRA Benefits and another portion that is not so attributable, such respective portions shall be considered to be used in accordance with the “with and without” methodology. The parties agree that (i) any payment under this Agreement (to the extent permitted by law and other than amounts accounted for as Imputed Interest) will be treated as a subsequent upward adjustment to the purchase price of the relevant Units and will have the effect of creating additional Basis Adjustments to Reference Assets for the Corporate Taxpayer in the year of payment, and (ii) as a result, such additional Basis Adjustments will be incorporated into the current year calculation and into future year calculations, as appropriate.

Section 2.3 Procedure; Amendments .

(a) An applicable Schedule or amendment thereto shall become final and binding on all parties thirty (30) calendar days from the first date on which all Agents have received the applicable Schedule or amendment thereto unless (i) any Agent, within thirty (30) calendar days after receiving an applicable Schedule or amendment thereto, provides the Corporate Taxpayer and each other Agent with notice of a material objection to such Schedule (“ Objection Notice ”) made in good faith or (ii) each Agent provides a written waiver of such right of any Objection Notice within the period described in clause (i) above, in which case such Schedule or amendment thereto becomes binding on the date waivers from all Agents have been received by the Corporate Taxpayer. If the Corporate Taxpayer and the Agents, for any reason, are unable to successfully resolve the issues raised in an Objection Notice within thirty (30) calendar days after receipt by the Corporate Taxpayer of such Objection Notice, the Corporate Taxpayer and the Agents shall employ the Reconciliation Procedures under Section  7.10 or Resolution of Disputes procedures under Section  7.9 , as applicable.

(b) The applicable Schedule for any Taxable Year may be amended from time to time by the Corporate Taxpayer (i) in connection with a Determination affecting such Schedule, (ii) to correct inaccuracies in the Schedule identified as a result of the receipt of additional factual information relating to a Taxable Year after the date the Schedule was provided to the Agents, (iii) to comply with the Expert’s determination under the Reconciliation Procedures, (iv) to reflect a change in the Realized Tax Benefit or Realized Tax Detriment for such Taxable Year attributable to a carryback or carryforward of a loss or other Tax item to such Taxable Year, (v) to reflect a change in the Realized Tax Benefit or Realized Tax Detriment for such Taxable Year attributable to an amended Corporate Taxpayer Return filed for such Taxable Year or (vi) to adjust an Exchange Schedule to take into account payments made pursuant to this Agreement (any such Schedule, an “ Amended Schedule ”). The Corporate Taxpayer shall provide an Amended Schedule to each Agent within sixty (60) calendar days of the occurrence of an event referenced in clauses (i) through (vi) of the preceding sentence. For the avoidance of doubt, in the event a Schedule is amended after such Schedule becomes final pursuant to Section 2.3(a) , the Amended Schedule shall not be taken into account in calculating any Tax Benefit Payment in the Taxable Year to which the amendment relates but instead shall be taken into account in calculating the Cumulative Net Realized Tax Benefit for the Taxable Year in which the amendment actually occurs.

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Section 2.4 Section 754 Election . In its capacity as the sole managing member of Solaris LLC, the Corporate Taxpayer will ensure that, on and after the date hereof and continuing throughout the term of this Agreement, Solaris LLC and any of its eligible Subsidiaries will have in effect an election pursuant to Section 754 of the Code (and under any similar provisions of applicable U.S. state or local law).

ARTICLE III

TAX BENEFIT PAYMENTS

Section 3.1 Payments .

(a) Within five (5) Business Days after a Tax Benefit Payment Schedule delivered to the Agents becomes final in accordance with Section 2.3(a) , the Corporate Taxpayer shall pay to each TRA Holder the Tax Benefit Payment in respect of such TRA Holder determined pursuant to Section 3.1(b) for such Taxable Year. Each such payment shall be made by check, by wire transfer of immediately available funds to the bank account previously designated by such TRA Holder to the Corporate Taxpayer, or as otherwise agreed by the Corporate Taxpayer and such TRA Holder. For the avoidance of doubt, no Tax Benefit Payment shall be made in respect of estimated Tax payments, including, without limitation, U.S. federal or state estimated income Tax payments.

(b) A “ Tax Benefit Payment ” in respect of a TRA Holder for a Taxable Year means an amount, not less than zero, equal to the sum of the portion of the Net Tax Benefit Attributable to such TRA Holder and the Accrued Amount with respect thereto. A Net Tax Benefit is “ Attributable ” to a TRA Holder to the extent that it is derived from any Basis Adjustment or Imputed Interest that is attributable to the Units acquired or deemed acquired by the Corporate Taxpayer in an Exchange undertaken by or with respect to such TRA Holder. Subject to Section  3.3 , the “ Net Tax Benefit ” for a Taxable Year shall be an amount equal to the excess, if any, of 85% of the Cumulative Net Realized Tax Benefit as of the end of such Taxable Year over the sum of (i) the total amount of payments previously made under this Section  3.1 (excluding payments attributable to Accrued Amounts) and (ii) the total amount of Tax Benefit Payments previously made under the corresponding provision of any Post-IPO TRA; provided , for the avoidance of doubt, that no TRA Holder shall be required to return any portion of any previously made Tax Benefit Payment. The “ Accrued Amount ” with respect to any portion of a Net Tax Benefit Attributable to a TRA Holder shall equal an amount determined in the same manner as interest on such portion of the Net Tax Benefit Attributable to a TRA Holder for a Taxable Year calculated at the Agreed Rate from the due date (without extensions) for filing the Corporate Taxpayer Return for such Taxable Year until the Payment Date. For the avoidance of doubt, for Tax purposes, the Accrued Amount shall not be treated as interest but shall instead be treated as additional consideration for the acquisition of Units in an Exchange unless otherwise required by law.

(c) Notwithstanding any provision of this Agreement to the contrary, unless a TRA Holder elects for the provisions of this Section 3.1(c) not to apply to any Exchange by notifying

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the Corporate Taxpayer in writing on or before the due date for providing the Exchange Notice with respect to such Exchange (or, with respect to an Exchange in connection with the IPO, on or before the IPO Date), the aggregate Tax Benefit Payments to be made to such TRA Holder with respect to any Exchange shall be limited to (i) 50%, or such other percentage such TRA Holder elects to apply by notifying the Corporate Taxpayer in writing on or before the due date for providing the Exchange Notice with respect to such Exchange (or, with respect to an Exchange in connection with the IPO, on or before the IPO Date), of (ii) the amount equal to the sum of (A) any cash, excluding any Tax Benefit Payments, received by such TRA Holder in such Exchange and (B) the aggregate Market Value of the Class A Shares received by such TRA Holder in such Exchange, provided, for the avoidance of doubt, that such amount shall not include any Imputed Interest with respect to such Exchange.

Section 3.2 No Duplicative Payments . It is intended that the provisions of this Agreement will not result in duplicative payment of any amount (including interest) required under the Tax Receivable Agreements. It is also intended that the provisions of the Tax Receivable Agreements will result in 85% of the Cumulative Net Realized Tax Benefit, and the Accrued Amount thereon, being paid to the Persons to whom payments are due pursuant to the Tax Receivable Agreements. The provisions of this Agreement shall be construed in the appropriate manner to achieve these fundamental results.

Section 3.3 Pro Rata Payments; Coordination of Benefits with Other Tax Receivable Agreements .

(a) Notwithstanding anything in Section  3.1 to the contrary, to the extent that the aggregate amount of the Corporate Taxpayer’s tax benefit subject to the Tax Receivable Agreements is limited in a particular Taxable Year because the Corporate Taxpayer does not have sufficient taxable income to fully utilize available deductions and other attributes, the limitation on the tax benefit for the Corporate Taxpayer shall be allocated as follows: (i) first among any Post-IPO TRAs (and among all Persons eligible for payments thereunder in the manner set forth in such Post-IPO TRAs) and (ii) to the extent of any remaining limitation on tax benefit for the Corporate Taxpayer after the application of clause (i), to this Agreement (and among all Persons eligible for payments hereunder). For the avoidance of doubt, for purposes of this Section 3.3(a) , it is intended that in calculating the Corporate Taxpayer’s tax benefit subject to the Tax Receivable Agreements, any available taxable income of the Corporate Taxpayer be first allocated to this Agreement and any remaining available taxable income will then be allocated to any Post-IPO TRA.

(b) After taking into account Section 3.3(a) , if for any reason the Corporate Taxpayer does not fully satisfy its payment obligations to make all Tax Benefit Payments due under the Tax Receivable Agreements in respect of a particular Taxable Year, then, (i) the Corporate Taxpayer will pay the same proportion of each Tax Benefit Payment due to each Person to whom a payment is due under each of the Tax Receivable Agreements in respect of such Taxable Year, without favoring one obligation over the other, and (ii) no Tax Benefit Payment shall be made in respect of any Taxable Year until all Tax Benefit Payments in respect of prior Taxable Years have been made in full.

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(c) To the extent the Corporate Taxpayer makes a payment to a TRA Holder in respect of a particular Taxable Year under Section 3.1(a) of this Agreement (taking into account Section 3.3(a) and Section 3.3(b) , but excluding payments attributable to Accrued Amounts) in an amount in excess of the amount of such payment that should have been made to such TRA Holder in respect of such Taxable Year, then (i) such TRA Holder shall not receive further payments under Section 3.1(a) until such TRA Holder has foregone an amount of payments equal to such excess and (ii) the Corporate Taxpayer will pay the amount of such TRA Holder’s foregone payments to the other Persons to whom a payment is due under the Tax Receivable Agreements in a manner such that each such Person to whom a payment is due under the Tax Receivable Agreements, to the maximum extent possible, receives aggregate payments under Section 3.1(a) or the comparable section of the other Tax Receivable Agreement(s), as applicable (in each case, taking into account Section 3.3(a) and Section 3.3(b) or the comparable section of the other Tax Receivable Agreement(s), but excluding payments attributable to Accrued Amounts) in the amount it would have received if there had been no excess payment to such TRA Holder.

(d) The parties hereto agree that the parties to any Post-IPO TRA are expressly made third party beneficiaries of the provisions of this Section  3.3 .

(e) A Post-IPO TRA shall be included in the definition of Tax Receivable Agreements for purposes of this Section  3.3 only if such Post-IPO TRA does not provide otherwise.

ARTICLE IV

TERMINATION

Section 4.1 Early Termination at Election of the Corporate Taxpayer . The Corporate Taxpayer may terminate this Agreement at any time by paying to each TRA Holder the Early Termination Payment due to such TRA Holder pursuant to Section 4.5(b) (such termination, an “ Early Termination ”); provided that the Corporate Taxpayer may withdraw any notice of exercise of its termination rights under this Section  4.1 prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payments by the Corporate Taxpayer, neither the TRA Holders nor the Corporate Taxpayer shall have any further payment obligations under this Agreement, other than for any Tax Benefit Payment previously due and payable but unpaid as of the Early Termination Notice and, except to the extent included in the Early Termination Payment, any Tax Benefit Payment due for any Taxable Year ending prior to, with or including the Early Termination Date. Upon payment of all amounts provided for in this Section  4.1 , this Agreement shall terminate.

Section 4.2 Early Termination upon Change of Control . In the event of a Change of Control, all obligations hereunder shall be accelerated and such obligations shall be calculated as if an Early Termination Notice had been delivered on the closing date of the Change of Control and shall include, but not be limited to the following: (a) payment of the Early Termination Payment calculated as if an Early Termination Notice had been delivered on the effective date of a Change of Control, (b) payment of any Tax Benefit Payment in respect of a TRA Holder agreed to by the Corporate Taxpayer and such TRA Holder as due and payable but unpaid as of the Early Termination Notice, and (c) except to the extent included in the Early Termination

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Payment, payment of any Tax Benefit Payment due for any Taxable Year ending prior to, with or including the effective date of a Change of Control. In the event of a Change of Control, the Early Termination Payment shall be calculated utilizing the Valuation Assumptions and by substituting in each case the terms “the closing date of a Change of Control” for an “Early Termination Date.”

Section 4.3 Breach of Agreement .

(a) In the event that the Corporate Taxpayer breaches any of its material obligations under this Agreement, whether as a result of failure to make any payment within three (3) months of the date when due, as a result of failure to honor any other material obligation required hereunder or by operation of law as a result of the rejection of this Agreement in a case commenced under the Bankruptcy Code or otherwise, then if the Majority TRA Holders so elect, such breach shall be treated as an Early Termination. Upon such election, all obligations hereunder shall be accelerated and such obligations shall be calculated as if an Early Termination Notice had been delivered on the date of such breach and shall include, but shall not be limited to, (i) the Early Termination Payment calculated as if an Early Termination Notice had been delivered on the date of a breach, (ii) any Tax Benefit Payment previously due and payable but unpaid as of the date of the breach, and (iii) except to the extent included in the Early Termination Payment, any Tax Benefit Payment due for any Taxable Year ending prior to, with or including the Early Termination Date. Notwithstanding the foregoing, in the event that the Corporate Taxpayer breaches this Agreement, if the Majority TRA Holders do not elect to treat such breach as an Early Termination pursuant to this Section 4.3(a) , the TRA Holders shall be entitled to seek specific performance of the terms hereof.

(b) The parties agree that the failure of the Corporate Taxpayer to make any payment due pursuant to this Agreement within three (3) months of the date such payment is due shall be deemed to be a breach of a material obligation under this Agreement for all purposes of this Agreement, and that it shall not be considered to be a breach of a material obligation under this Agreement to make a payment due pursuant to this Agreement within three (3) months of the date such payment is due. Notwithstanding anything in this Agreement to the contrary, except in the case of an Early Termination Payment or any payment treated as an Early Termination Payment, it shall not be a breach of this Agreement if the Corporate Taxpayer fails to make any Tax Benefit Payment when due to the extent that the Corporate Taxpayer has insufficient funds to make such payment; provided that the interest provisions of Section  5.2 shall apply to such late payment unless the Corporate Taxpayer does not have sufficient cash to make such payment as a result of limitations imposed by any existing credit agreement to which Solaris LLC or any subsidiary of Solaris LLC is a party, in which case Section  5.2 shall apply, but the Default Rate shall be replaced by the Agreed Rate; and provided further that it shall be a breach of this Agreement, and the provisions of Section 4.3(a) shall apply as of the original due date of the Tax Benefit Payment, if the Corporate Taxpayer makes any distribution of cash or other property to its stockholders while any Tax Benefit Payment is due and payable but unpaid.

Section 4.4 Early Termination Notice . If the Corporate Taxpayer chooses to exercise its right of early termination under Section  4.1 above, the Corporate Taxpayer shall deliver to each Agent notice of such intention to exercise such right (the “ Early Termination Notice ”). Upon delivery of the Early Termination Notice or the occurrence of an event described

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in Section  4.2 or Section 4.3(a) , the Corporate Taxpayer shall deliver (i) a schedule showing in reasonable detail the calculation of the Early Termination Payment (the “ Early Termination Schedule ”) and (ii) any other work papers reasonably requested by any Agent. In addition, the Corporate Taxpayer shall allow each Agent reasonable access at no cost to the appropriate representatives of the Corporate Taxpayer in connection with a review of such Early Termination Schedule. The Early Termination Schedule shall become final and binding on all parties thirty (30) calendar days from the first date on which all Agents have received such Schedule or amendment thereto unless (x) any Agent, within thirty (30) calendar days after receiving the Early Termination Schedule, provides the Corporate Taxpayer and each other Agent with notice of a material objection to such Schedule made in good faith (“ Material Objection Notice ”) or (y) each Agent provides a written waiver of such right of a Material Objection Notice within the period described in clause (x) above, in which case such Schedule becomes binding on the date waivers from all Agents have been received by the Corporate Taxpayer (the “ Early Termination Effective Date ”). If the Corporate Taxpayer and the Agents, for any reason, are unable to successfully resolve the issues raised in such notice within thirty (30) calendar days after receipt by the Corporate Taxpayer of the Material Objection Notice, the Corporate Taxpayer and the Agents shall employ the Reconciliation Procedures under Section  7.10 or Resolution of Disputes procedures under Section  7.9 , as applicable.

Section 4.5 Payment upon Early Termination .

(a) Subject to its right to withdraw any notice of Early Termination pursuant to Section  4.1 , within three (3) calendar days after the Early Termination Effective Date, the Corporate Taxpayer shall pay to each TRA Holder its Early Termination Payment. Each such payment shall be made by check, by wire transfer of immediately available funds to a bank account or accounts designated by such TRA Holder, or as otherwise agreed by the Corporate Taxpayer and such TRA Holder.

(b) A TRA Holder’s “ Early Termination Payment ” as of the Early Termination Date shall equal the present value, discounted at the Early Termination Rate as of the Early Termination Effective Date, of all Tax Benefit Payments that would be required to be paid by the Corporate Taxpayer to such TRA Holder beginning from the Early Termination Date and assuming that the Valuation Assumptions are applied.

ARTICLE V

SUBORDINATION AND LATE PAYMENTS

Section 5.1 Subordination . Notwithstanding any other provision of this Agreement to the contrary, any Tax Benefit Payment, Early Termination Payment or any payment pursuant to Section  4.2 resulting from a Change of Control or any payment pursuant to Section  5.2 shall rank subordinate and junior in right of payment to any principal, interest or other amounts due and payable in respect of any obligations in respect of indebtedness for borrowed money of the Corporate Taxpayer and its Subsidiaries (such obligations, “ Senior Obligations ”) and shall rank pari passu with all current or future unsecured obligations of the Corporate Taxpayer that are not Senior Obligations. For the avoidance of doubt, notwithstanding the above, the determination of whether it is a breach of this Agreement if the Corporate Taxpayer fails to make any Tax Benefit Payment when due is governed by Section  4.3 . To the extent that any payment under this

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Agreement is not permitted to be made at the time payment is due as a result of this Section  5.1 and the terms of the agreements governing Senior Obligations, such payment obligation nevertheless shall accrue for the benefit of the TRA Holders and the Corporate Taxpayer shall make such payments at the first opportunity that such payments are permitted to be made in accordance with the terms of the Senior Obligations.

Section 5.2 Late Payments by the Corporate Taxpayer . The amount of all or any portion of any Tax Benefit Payment, Early Termination Payment or any other payment under this Agreement not made to any TRA Holder when due under the terms of this Agreement, whether as a result of Section  5.1 and the terms of the Senior Obligations or otherwise, shall be payable together with any interest thereon, computed at the Default Rate (or, if so provided in Section 4.3(b) , at the Agreed Rate) and commencing from the date on which such Tax Benefit Payment, Early Termination Payment or any other payment under this Agreement was due and payable.

ARTICLE VI

NO DISPUTES; CONSISTENCY; COOPERATION

Section 6.1 Participation in the Corporate Taxpayer ’ s and Solaris LLC ’ s Tax Matters . Except as otherwise provided herein or in the Solaris LLC Agreement, the Corporate Taxpayer shall have full responsibility for, and sole discretion over, all Tax matters concerning the Corporate Taxpayer and Solaris LLC, including without limitation preparing, filing or amending any Tax Return and defending, contesting or settling any issue pertaining to Taxes. Notwithstanding the foregoing, the Corporate Taxpayer (i) shall notify each Agent of, and keep each Agent reasonably informed with respect to, the portion of any audit, examination, or any other administrative or judicial proceeding (a “ Tax Proceeding ”) of the Corporate Taxpayer or Solaris LLC by a Taxing Authority the outcome of which is reasonably expected to affect the rights and obligations of the TRA Holders under this Agreement, (ii) shall provide each Agent with reasonable opportunity to provide information and other input to the Corporate Taxpayer, Solaris LLC and their respective advisors concerning the conduct of any such portion of a Tax Proceeding, provided, however , that the Corporate Taxpayer shall not settle or otherwise resolve any part of a Tax Proceeding described in the previous clause that relates to a Basis Adjustment or the deduction of Imputed Interest (and in each case, that is reasonably expected to have a material effect on the TRA Holders’ rights under this Agreement) without the consent of the relevant Agent, which consent shall not be unreasonably withheld, conditioned or delayed; provided further , that the Corporate Taxpayer and Solaris LLC shall not be required to take any action, or refrain from taking any action, that is inconsistent with any provision of the Solaris LLC Agreement.

Section 6.2 Consistency . Unless there is a Determination to the contrary, the Corporate Taxpayer and each of the TRA Holders agree to report, and to cause their respective Subsidiaries to report, for all purposes, including U.S. federal, state and local Tax purposes and financial reporting purposes, all Tax-related items (including, without limitation, the Basis Adjustments and each Tax Benefit Payment), but, for financial reporting purposes, only in respect of items that are not explicitly characterized as “deemed” or in a similar manner by the terms of this Agreement, in a manner consistent with the description of any Tax characterization herein (including as set forth in Section 2.2(b) and Section 3.1(b) and any Schedule required to

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be provided by or on behalf of the Corporate Taxpayer under this Agreement, as finally determined pursuant to Section  2.3 . If the Corporate Taxpayer and any TRA Holder, for any reason, are unable to successfully resolve any disagreement concerning such treatment within thirty (30) calendar days, the Corporate Taxpayer and such TRA Holder shall employ the Reconciliation Procedures under Section  7.10 or Resolution of Disputes procedures under Section  7.9 , as applicable.

Section 6.3 Cooperation . Each TRA Holder shall (i) furnish to the Corporate Taxpayer in a timely manner such information, documents and other materials as the Corporate Taxpayer may reasonably request for purposes of making any determination or computation necessary or appropriate under this Agreement, preparing any Tax Return or contesting or defending any Tax Proceeding, (ii) make itself available to the Corporate Taxpayer and its representatives to provide explanations of documents and materials and such other information as the Corporate Taxpayer or its representatives may reasonably request in connection with any of the matters described in clause (i) above, and (iii) reasonably cooperate in connection with any such matter. The Corporate Taxpayer shall reimburse each TRA Holder for any reasonable third-party costs and expenses incurred pursuant to this Section  6.3 .

ARTICLE VII

MISCELLANEOUS

Section 7.1 Notices . All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be deemed duly given and received (i) on the date of delivery if delivered personally, or by facsimile upon confirmation of transmission by the sender’s fax machine if sent on a Business Day (or otherwise on the next Business Day) or (ii) on the first Business Day following the date of dispatch if delivered by a recognized next-day courier service. All notices hereunder shall be delivered as set forth below, or pursuant to such other instructions as may be designated in writing by the party to receive such notice:

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If to the Corporate Taxpayer, to:

Solaris Oilfield Infrastructure, Inc.

9811 Katy Freeway, Suite 900

Houston, TX 77024

Facsimile: (713) 574-2960

Attention: Kyle S. Ramachandran

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

Vinson & Elkins L.L.P.

1001 Fannin, Suite 2500

Houston, TX 77002

Facsimile: (713) 615-5725

Attention: Douglas E. McWilliams

Vinson & Elkins L.L.P.

1001 Fannin, Suite 2500

Houston, TX 77002

Facsimile: (713) 615-5862

Attention: Julian J. Seiguer

If to Yorktown Agent, to:

Yorktown Energy Partners X, L.P.

410 Park Avenue, 19 ^th Floor

New York, NY 10022

Attention: Bryan H. Lawrence

with a copy (which shall not constitute notice to the Agent for Yorktown X and its assignees) to:

Thompson & Knight LLP

One Arts Plaza

1722 Routh Avenue, 15 ^th Floor

Dallas, Texas 75201

Facsimile: (214) 969-1750

Attention: Ann Marie Cowdrey

If to the Agent other than Yorktown Agent, to:

Solaris Sub Manager LLC

9811 Katy Freeway, Suite 900

Houston, TX 77024

Facsimile: (713) 574-2960

Attention: William A. Zartler

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If to a TRA Holder, other than an Agent, that is or was a partner in Solaris LLC, to:

The address set forth in the records of Solaris LLC.

Any party may change its address or fax number by giving the other party written notice of its new address or fax number in the manner set forth above.

Section 7.2 Counterparts . This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties, it being understood that all parties need not sign the same counterpart. Delivery of an executed signature page to this Agreement by facsimile transmission shall be as effective as delivery of a manually signed counterpart of this Agreement.

Section 7.3 Entire Agreement; No Third Party Beneficiaries . This Agreement constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof. This Agreement shall be binding upon and inure solely to the benefit of each party hereto and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement, except as expressly provided in Section  3.3 .

Section 7.4 Governing Law . This Agreement and the rights and obligations of the parties hereunder shall be governed by, and construed in accordance with, the law of the State of Delaware, without regard to the conflicts of laws principles thereof that would mandate the application of the laws of another jurisdiction.

Section 7.5 Severability . If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any law or public policy, all other terms and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.

Section 7.6 Successors; Assignment .

(a) No TRA Holder may assign this Agreement to any Person without the prior written consent of the Corporate Taxpayer; provided , however, that:

(i) to the extent Units are transferred in accordance with the terms of the Solaris LLC Agreement, the transferring TRA Holder shall have the option to assign to the transferee of such Units the transferring TRA Holder’s rights under this Agreement with respect to such transferred Units as long as (A) such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate Taxpayer, agreeing to become a “TRA Holder” for all purposes of this Agreement, and (B) the assigning party represents to the Corporate Taxpayer that such assignment will be made in accordance with all applicable securities laws, and

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(ii) the right to receive any and all payments payable or that may become payable to a TRA Holder pursuant to this Agreement that, once an Exchange has occurred, arise with respect to the Units transferred in such Exchange, may be assigned to any Person or Persons as long as (A) any such Person has executed and delivered, or, in connection with such assignment, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate Taxpayer, agreeing to be bound by Section  7.13 and acknowledging specifically the terms of Section 7.6(b) , and (B) the assigning party represents to the Corporate Taxpayer that such assignment will be made in accordance with all applicable securities laws.

For the avoidance of doubt, if a TRA Holder transfers Units but does not assign to the transferee of such Units the rights of such TRA Holder under this Agreement with respect to such transferred Units, such TRA Holder shall continue to be entitled to receive the Tax Benefit Payments, if any, due hereunder with respect to, including any Tax Benefit Payments arising in respect of a subsequent Exchange of, such Units. Notwithstanding the foregoing provisions of this Section 7.6(a) , Yorktown X may assign its rights under this Agreement (other than its rights as Yorktown Agent, which assignment shall be governed by the definition of Yorktown Agent) to the Persons that are partners in Yorktown X, and each such Person may further assign such rights under this Agreement to any of such Person’s Affiliates, without the prior written consent of the Corporate Taxpayer, provided that (x) in either case (A) if such transferee is neither a partner in Yorktown X as of the date of this Agreement nor an Affiliate of a partner in Yorktown X as of the date of this Agreement, each such assignment is made in connection with the transfer to such transferee of Class A Shares, and (B) such transferee executes and delivers a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate Taxpayer, agreeing to become a “TRA Holder” for all purposes of this Agreement, and (y) (A) in the case of an assignment by Yorktown X, Yorktown X represents to the Corporate Taxpayer that such assignment will be made in accordance with all applicable securities laws or (B) in the case of an assignment following an assignment by Yorktown X, the assigning party represents to the Corporate Taxpayer that such assignment will be made in accordance with all applicable securities laws.

(b) Notwithstanding the foregoing provisions of this Section  7.6 , no assignee described in Section 7.6(a )( ii) shall have any rights under this Agreement except for the right to enforce its right to receive payments under this Agreement.

(c) The Person designated as the Agent other than the Yorktown Agent may not be changed without the prior written consent of the Corporate Taxpayer and the Majority TRA Holders (for this purpose, calculated by excluding Yorktown X, any Affiliates of Yorktown X, and each of their assignees).

(d) Except as otherwise specifically provided herein, all of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto and their respective successors, assigns, heirs, executors, administrators and legal representatives. The Corporate Taxpayer shall cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the

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business or assets of the Corporate Taxpayer, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporate Taxpayer would be required to perform if no such succession had taken place.

Section 7.7 Amendments; Waivers . No provision of this Agreement may be amended unless such amendment is approved in writing by each of the Corporate Taxpayer and the Majority TRA Holders; provided , however, that no such amendment shall be effective if such amendment would have a disproportionate effect on the payments certain TRA Holders will or may receive under this Agreement unless all such disproportionately affected TRA Holders consent in writing to such amendment.

Section 7.8 Titles and Subtitles . The titles of the sections and subsections of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement.

Section 7.9 Resolution of Disputes .

(a) Any and all disputes which are not governed by Section  7.10 , including any ancillary claims of any party, arising out of, relating to or in connection with the validity, negotiation, execution, interpretation, performance or non-performance of this Agreement (including the validity, scope and enforceability of this Section  7.9 and Section  7.10 ) (each a “ Dispute ”) shall be governed by this Section  7.9 . The parties hereto shall attempt in good faith to resolve all Disputes by negotiation. If a Dispute between the parties hereto cannot be resolved in such manner, such Dispute shall be finally settled by arbitration conducted by a single arbitrator in accordance with the then-existing rules of arbitration of the American Arbitration Association. If the parties to the Dispute fail to agree on the selection of an arbitrator within ten (10) calendar days of the receipt of the request for arbitration, the American Arbitration Association shall make the appointment. The arbitrator shall be a lawyer admitted to the practice of law in a U.S. state, or a nationally recognized expert in the relevant subject matter, and shall conduct the proceedings in the English language. Performance under this Agreement shall continue if reasonably possible during any arbitration proceedings. In addition to monetary damages, the arbitrator shall be empowered to award equitable relief, including an injunction and specific performance of any obligation under this Agreement. The arbitrator is not empowered to award damages in excess of compensatory damages, and each party hereby irrevocably waives any right to recover punitive, exemplary or similar damages with respect to any Dispute. The award shall be the sole and exclusive remedy between the parties regarding any claims, counterclaims, issues, or accounting presented to the arbitral tribunal. Judgment upon any award may be entered and enforced in any court having jurisdiction over a party or any of its assets.

(b) Notwithstanding the provisions of Section 7.9(a) , the Corporate Taxpayer may bring an action or special proceeding in any court of competent jurisdiction for the purpose of compelling a party to arbitrate, seeking temporary or preliminary relief in aid of an arbitration hereunder, and/or enforcing an arbitration award and, for the purposes of this Section 7.9(b) , each Agent and each TRA Holder (i) expressly consents to the application of Section 7.9(c) to any such action or proceeding, (ii) agrees that proof shall not be required that monetary damages for breach of the provisions of this Agreement would be difficult to calculate and that remedies at law would be inadequate, and (iii) irrevocably appoints the Corporate Taxpayer as agent of

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such party for service of process in connection with any such action or proceeding and agrees that service of process upon such agent, who shall promptly advise such party in writing of any such service of process, shall be deemed in every respect effective service of process upon such party in any such action or proceeding.

(c) EACH PARTY HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY FEDERAL COURT OF THE DISTRICT OF DELAWARE OR THE DELAWARE COURT OF CHANCERY FOR THE PURPOSE OF ANY JUDICIAL PROCEEDING BROUGHT IN ACCORDANCE WITH THE PROVISIONS OF PARAGRAPH (B) OF THIS SECTION  7.9 OR ANY JUDICIAL PROCEEDING ANCILLARY TO AN ARBITRATION OR CONTEMPLATED ARBITRATION ARISING OUT OF OR RELATING TO OR CONCERNING THIS AGREEMENT. Such ancillary judicial proceedings include any suit, action or proceeding to compel arbitration, to obtain temporary or preliminary judicial relief in aid of arbitration, or to confirm an arbitration award. The parties acknowledge that the fora designated by this Section 7.9(c) have a reasonable relation to this Agreement, and to the parties’ relationship with one another.

(d) The parties hereby waive, to the fullest extent permitted by applicable law, any objection which they now or hereafter may have to personal jurisdiction or to the laying of venue of any such ancillary suit, action or proceeding brought in any court referred to in Section 7.9(c) and such parties agree not to plead or claim the same.

Section 7.10 Reconciliation . In the event that any Agent or any TRA Holder (as applicable, the “ Disputing Party ”) and the Corporate Taxpayer are unable to resolve a disagreement with respect to the calculations required to produce the schedules described in Section  2.3 , Section  4.4 and Section  6.2 (but not, for the avoidance doubt, with respect to any legal interpretation with respect to such provisions or schedules) within the relevant period designated in this Agreement (“ Reconciliation Dispute ”), the Reconciliation Dispute shall be submitted for determination to the Expert. The Expert shall be a partner or principal in a nationally recognized accounting or law firm, and unless the Corporate Taxpayer and the Disputing Party agree otherwise, the Expert shall not, and the firm that employs the Expert shall not, have any material relationship with the Corporate Taxpayer or the Disputing Party or other actual or potential conflict of interest. If the parties are unable to agree on an Expert within fifteen (15) calendar days of receipt by the respondent(s) of written notice of a Reconciliation Dispute, the Expert shall be appointed by the American Arbitration Association. The Expert shall resolve (a) any matter relating to the Exchange Schedule or an amendment thereto or the Early Termination Schedule or an amendment thereto within thirty (30) calendar days, (b) any matter relating to a Tax Benefit Payment Schedule or an amendment thereto within fifteen (15) calendar days , and (c) any matter related to treatment of any tax-related item as contemplated in Section  6.2 within fifteen (15) calendar days, or, in each case, as soon thereafter as is reasonably practicable after such matter has been submitted to the Expert for resolution. Notwithstanding the preceding sentence, if the matter is not resolved before any payment that is the subject of a disagreement would be due (in the absence of such disagreement) or any Tax Return reflecting the subject of a disagreement is due, any portion of such payment that is not under dispute shall be paid on the date prescribed by this Agreement and such Tax Return may be filed as prepared by the Corporate Taxpayer, subject to adjustment or amendment upon resolution. The costs and expenses relating to the engagement of such Expert or amending any

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Tax Return shall be borne by the Corporate Taxpayer except as provided in the next sentence. The Corporate Taxpayer and the Disputing Party shall each bear its own costs and expenses of such proceeding, unless (i) the Expert adopts such Disputing Party’s position, in which case the Corporate Taxpayer shall reimburse such Disputing Party for any reasonable out-of-pocket costs and expenses in such proceeding, or (ii) the Expert adopts the Corporate Taxpayer’s position, in which case such Disputing Party shall reimburse the Corporate Taxpayer for any reasonable out-of-pocket costs and expenses in such proceeding. Any dispute as to whether a dispute is a Reconciliation Dispute within the meaning of this Section  7.10 shall be decided by the Expert. The Expert shall finally determine any Reconciliation Dispute and the determinations of the Expert pursuant to this Section  7.10 shall be binding on the Corporate Taxpayer and its Subsidiaries and the Disputing Party and may be entered and enforced in any court having jurisdiction.

Section 7.11 Withholding . The Corporate Taxpayer shall be entitled to deduct and withhold from any payment payable pursuant to this Agreement such amounts as the Corporate Taxpayer is required to deduct and withhold with respect to the making of such payment under the Code or any provision of U.S. federal, state, local or non-U.S. tax law; provided , that, the Corporate Taxpayer shall use commercially reasonable efforts to notify any applicable TRA Holder of its intent to withhold at least ten (10) Business Days prior to withholding such amounts. To the extent that amounts are so withheld and paid over to the appropriate Taxing Authority by the Corporate Taxpayer, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the relevant TRA Holder. The Corporate Taxpayer shall provide evidence of such payment to the relevant TRA Holder upon such TRA Holder’s written request, to the extent that such evidence is available.

Section 7.12 Admission of the Corporate Taxpayer into a Consolidated Group; Transfers of Corporate Assets .

(a) If the Corporate Taxpayer is or becomes a member of a combined, consolidated, affiliated or unitary group that files a consolidated, combined or unitary income Tax Return pursuant to Sections 1501 et seq. of the Code or any corresponding provisions of U.S. state or local Tax law, then: (i) the provisions of this Agreement shall be applied with respect to the relevant group as a whole; and (ii) Tax Benefit Payments, Early Termination Payments and other applicable items hereunder shall be computed with reference to the consolidated (or combined or unitary, where applicable) taxable income, gain, loss, deduction and attributes of the relevant group as a whole.

(b) If the Corporate Taxpayer (or any other entity that is obligated to make a Tax Benefit Payment or Early Termination Payment hereunder), Solaris LLC or any of Solaris LLC’s direct or indirect Subsidiaries that is treated as a partnership or disregarded entity for U.S. federal income tax purposes (but only to the extent such Subsidiaries are not held through any entity treated as a corporation for U.S. federal income tax purposes) (a “ Transferor ”) transfers one or more Reference Assets to a corporation (or a Person classified as a corporation for U.S. federal income tax purposes) with which the Transferor does not file a consolidated Tax Return pursuant to Section 1501 of the Code, the Transferor, for purposes of calculating the amount of any Tax Benefit Payment or Early Termination Payment (e.g., calculating the gross income of the entity and determining the Realized Tax Benefit of such entity) due hereunder, shall be treated as

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having disposed of such Reference Assets in a fully taxable transaction on the date of such contribution. The consideration deemed to be received by the Transferor shall be equal to the fair market value of the transferred Reference Assets, plus, without duplication, (i) the amount of debt to which any such Reference Asset is subject, in the case of a transfer of an encumbered Reference Asset or (ii) the amount of debt allocated to any such Reference Asset, in the case of a contribution of a partnership interest. For purposes of this Section 7.12(b) , a transfer of a partnership interest shall be treated as a transfer of the Transferor’s share of each of the assets and liabilities of that partnership.

Section 7.13 Confidentiality .

(a) Each Agent and each of its assignees and each TRA Holder and each of such TRA Holder’s assignees acknowledges and agrees that the information of the Corporate Taxpayer is confidential and, except in the course of performing any duties as necessary for the Corporate Taxpayer and its Affiliates, as required by law or legal process or to enforce the terms of this Agreement, such Person shall keep and retain in the strictest confidence and not disclose to any Person any confidential matters, acquired pursuant to this Agreement, of the Corporate Taxpayer and its Affiliates and successors, concerning Solaris LLC and its Affiliates and successors or the TRA Holders, learned by any Agent or any TRA Holder heretofore or hereafter. This Section 7.13 shall not apply to (i) any information that has been made publicly available by the Corporate Taxpayer or any of its Affiliates, becomes public knowledge (except as a result of an act of an Agent or a TRA Holder in violation of this Agreement) or is generally known to the business community and (ii) the disclosure of information (A) as may be proper in the course of performing such TRA Holder’s obligations, or monitoring or enforcing such TRA Holder’s rights, under this Agreement, (B) as part of such TRA Holder’s normal reporting, rating or review procedure (including normal credit rating and pricing process), or in connection with such TRA Holder’s or such TRA Holder’s Affiliates’ normal fund raising, marketing, informational or reporting activities, or to such TRA Holder’s (or any of its Affiliates’) Affiliates, auditors, accountants, attorneys or other agents, (C) to any bona fide prospective assignee of such TRA Holder’s rights under this Agreement, or prospective merger or other business combination partner of such TRA Holder, provided that such assignee or merger partner agrees to be bound by the provisions of this Section  7.13 , (D) as is required to be disclosed by order of a court of competent jurisdiction, administrative body or governmental body, or by subpoena, summons or legal process, or by law, rule or regulation; provided that any TRA Holder required to make any such disclosure to the extent legally permissible shall provide the Corporate Taxpayer prompt notice of such disclosure, or to regulatory authorities or similar examiners conducting regulatory reviews or examinations (without any such notice to the Corporate Taxpayer), or (E) to the extent necessary for a TRA Holder to prepare and file its Tax Returns, to respond to any inquiries regarding such Tax Returns from any Taxing Authority or to prosecute or defend any Tax Proceeding with respect to such Tax Returns. Notwithstanding anything to the contrary herein, each Agent (and each employee, representative or other agent of such Agent or its assignees, as applicable) and each TRA Holder and each of its assignees (and each employee, representative or other agent of such TRA Holder or its assignees, as applicable) may disclose to any and all Persons, without limitation of any kind, the Tax treatment and Tax structure of the Corporate Taxpayer, Solaris LLC, the Agents, the TRA Holders and their Affiliates, and any of their transactions, and all materials of any kind (including opinions or other Tax analyses) that are provided to the Agents or any TRA Holder relating to such Tax treatment and Tax structure.

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(b) If an Agent or an assignee or a TRA Holder or an assignee commits a breach, or threatens to commit a breach, of any of the provisions of this Section  7.13 , the Corporate Taxpayer shall have the right and remedy to have the provisions of this Section  7.13 specifically enforced by injunctive relief or otherwise by any court of competent jurisdiction without the need to post any bond or other security, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to the Corporate Taxpayer or any of its Subsidiaries or the TRA Holders and that money damages alone shall not provide an adequate remedy to such Persons. Such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available at law or in equity.

Section 7.14 No More Favorable Terms . None of the Corporate Taxpayer nor any of its Subsidiaries shall enter into any additional agreement providing rights similar to this Agreement to any Person (including any agreement pursuant to which the Corporate Taxpayer is obligated to pay amounts with respect to tax benefits resulting from any net operating losses or other tax attributes to which the Corporate Taxpayer becomes entitled as a result of a transaction) if such agreement provides terms that are more favorable to the counterparty under such agreement than those provided to the TRA Holders under this Agreement; provided , however, that the Corporate Taxpayer (or any of its Subsidiaries) may enter into such an agreement if this Agreement is amended to make such more favorable terms available to the TRA Holders.

Section 7.15 Change in Law . Notwithstanding anything herein to the contrary, if, in connection with an actual or proposed change in law, a TRA Holder reasonably believes that the existence of this Agreement could cause income (other than income arising from receipt of a payment under this Agreement) recognized by such TRA Holder upon any Exchange to be treated as ordinary income rather than capital gain (or otherwise taxed at ordinary income rates) for U.S. federal income tax purposes or would have other material adverse tax consequences to such TRA Holder and/or its direct or indirect owners, then at the election of such TRA Holder and to the extent specified by such TRA Holder, this Agreement (i) shall cease to have further effect, (ii) shall not apply to an Exchange by such TRA Holder occurring after a date specified by it, or (iii) shall otherwise be amended in a manner determined by such TRA Holder to waive any benefits to which such TRA Holder would otherwise be entitled under this Agreement, provided that such amendment shall not result in an increase in or acceleration of payments under this Agreement at any time as compared to the amounts and times of payments that would have been due in the absence of such amendment.

Section 7.16 Independent Nature of TRA Holders’ Rights and Obligations . The rights and obligations of each TRA Holder are independent of the rights and obligations of any other TRA Holder. No TRA Holder shall be responsible in any way for the performance of the obligations of any other TRA Holder, nor shall any TRA Holder have the right to enforce the rights or obligations of any other TRA Holder. The obligations of each TRA Holder are solely for the benefit of, and shall be enforceable solely by, the Corporate Taxpayer. The decision of each TRA Holder to enter into this Agreement has been made by such TRA Holder independently of any other TRA Holder. Nothing contained herein or in any other agreement or document delivered at any closing (other than the Solaris LLC Agreement), and no action taken by any TRA Holder pursuant hereto or thereto, shall be deemed to constitute the TRA Holders as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the TRA Holders are in any way acting in concert or as a group with respect to such rights or

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obligations or the transactions contemplated hereby, and the Corporate Taxpayer acknowledges that the TRA Holders are not acting in concert or as a group and will not assert any such claim with respect to such rights or obligations or the transactions contemplated hereby.

[Signature Page Follows]

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IN WITNESS WHEREOF, the Corporate Taxpayer, the Agents, and the TRA Holders have duly executed this Agreement as of the date first written above.

[The signatures of the TRA Holders are attached in Schedule A .]

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SCHEDULE A

TRA HOLDERS

Schedule A-1

Schedule A-2

Schedule A-3

Schedule A-4

Schedule A-5

Exhibit 10.2

Execution Version

FIRST AMENDMENT TO CREDIT AGREEMENT

THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “ Amendment ”) is made and entered into as of May 17, 2017 by and among SOLARIS OILFIELD INFRASTRUCTURE, LLC, a Delaware limited liability company (the “ Borrower ”); each of the Lenders which is a party to the Credit Agreement (as defined below) (individually, a “ Lender ” and, collectively, the “ Lenders ”), and WOODFOREST NATIONAL BANK, acting as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “ Administrative Agent ”).

RECITALS

A. The Borrower, the Lenders and the Administrative Agent executed and delivered that certain Credit Agreement dated as of December 1, 2016. Said Credit Agreement, as amended, supplemented and restated, is herein called the “ Credit Agreement ”. Any capitalized term used in this Amendment and not otherwise defined shall have the meaning ascribed to it in the Credit Agreement.

B. The Borrower, the Lenders and the Administrative Agent desire to amend the Credit Agreement in certain respects.

NOW, THEREFORE, in consideration of the premises and the mutual agreements, representations and warranties herein set forth, and further good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Borrower, the Lenders and the Administrative Agent do hereby agree as follows:

SECTION 1. Amendment to Credit Agreement .

(a) The definition of “ Advance Loan Commitment ” set forth in Section  1.01 of the Credit Agreement is hereby amended to read in its entirety as follows:

“ Advance Loan Commitment ” means, with respect to each Lender, the commitment, if any, of such Lender to make Advance Loans hereunder, expressed as an amount representing the maximum principal amount of the Advance Loans to be made by such Lender hereunder, as such commitment may be (a) reduced from time to time pursuant to Section  2.07 and (b) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section  9.0 4. The amount of each Lender’s Advance Loan Commitment as of May 17, 2017 is set forth on Schedule 2.01A . The aggregate amount of the Lenders’ Advance Loan Commitments as of May 17, 2017 is $0.

(b) The definition of “ Advance Loan Maturity Date ” set forth in Section  1.01 of the Credit Agreement is hereby amended to read in its entirety as follows:

“ Advance Loan Maturity Date ” means May 17, 2021.

(c) The definition of “ Applicable Rate ” set forth in Section  1.01 of the Credit Agreement is hereby amended to read in its entirety as follows:

“ Applicable Rate ” means, for any day with respect to any Loan or with respect to the commitment fees payable hereunder, as the case may be, the applicable rate per annum set forth below under the caption “Spread” or “Commitment Fee Rate”, as the case may be, based upon the Leverage Ratio as of the most recent determination date; but during the period beginning with             , 2017 and ending June 30, 2017, Category 4 shall be applicable:

For purposes of the foregoing, (i) the Leverage Ratio shall be determined as of the end of each fiscal quarter of the Borrower’s fiscal year based upon the Borrower’s consolidated financial statements delivered pursuant to Sections 5.01(a) or (b)  and (ii) each change in the Applicable Rate resulting from a change in the Leverage Ratio shall be effective during the period commencing on and including the date of delivery to the Administrative Agent of such consolidated financial statements indicating such change and ending on the date immediately preceding the effective date of the next such change; but the Leverage Ratio shall be deemed to be in Category 1 at any time that an Event of Default has occurred which is continuing or at the request of the Required Lenders if the Borrower fails to timely deliver the consolidated financial statements required to be delivered by it pursuant to Sections 5.01(a) or (b) , during the period from the deadline for delivery thereof until such consolidated financial statements are received.

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(d) The definition of “ Borrowing Base ” set forth in Section  1.01 of the Credit Agreement is hereby amended to read in its entirety as follows:

“ Borrowing Base ” means, as at any date, the amount of the Borrowing Base shown on the Borrowing Base Certificate then most recently delivered pursuant to Section 5.01 hereof, determined by calculating the amount equal to:

In the absence of a current Borrowing Base Certificate, Administrative Agent shall determine the Borrowing Base from time to time in its reasonable discretion, taking into account all information reasonably available to it, and the Borrowing Base from time to time so determined shall be the Borrowing Base for all purposes of this Agreement until a current Borrowing Base Certificate is furnished to and accepted by Administrative Agent.

(e) A new definition of “ Cash Adjustment ” is hereby added to Section  1.01 of the Credit Agreement, such new definition to read in its entirety as follows:

“ Cash Adjustment ”, as of any date, means the lesser of (x) $10,000,000 or (y) fifty percent (50%) of unrestricted cash and cash equivalents of the Borrower and its Subsidiaries as of such date.

(f) The definition of “ Change in Control ” set forth in Section  1.01 of the Credit Agreement is hereby amended to read in its entirety as follows:

“ Change in Control ” means the occurrence of any of the following events or series of events:

(a) Solaris Inc. shall cease to be the sole managing member of the Borrower; or

(b) the Borrower shall cease to own 100% of the Equity Interests in and to each Subsidiary of the Borrower; or

(c) any Person (excluding any Qualifying Owner or any group of Qualifying Owners acting together which would constitute a “group” for purposes of Section 13(d) of the Exchange Act, and excluding a corporation or other entity owned, directly or indirectly, by the stockholders of Solaris Inc. in substantially the same proportions as their ownership of stock of the Solaris Inc.) is or becomes the beneficial owner, directly or indirectly, of securities of Solaris Inc. representing more than 50% of the combined voting power of Solaris Inc.’s then outstanding voting securities; or

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(d) there is consummated a merger or consolidation of Solaris Inc. with any other corporation or other entity, and, immediately after the consummation of such merger or consolidation, the voting securities of Solaris Inc. immediately prior to such merger or consolidation do not continue to represent or are not converted into more than 50% of the combined voting power of the then-outstanding voting securities of the Person resulting from such merger or consolidation or, if the surviving company is a Subsidiary, the ultimate parent thereof; or

(e) the stockholders of Solaris Inc. approve a plan of complete liquidation or dissolution of Solaris Inc. or there is consummated an agreement or series of related agreements for the sale or other disposition, directly or indirectly, by Solaris Inc. of all or substantially all of Solaris Inc.’s assets, other than such sale or other disposition by Solaris Inc. of all or substantially all of Solaris Inc.’s assets to an entity, at least 50% of the combined voting power of the voting securities of which are owned by stockholders of Solaris Inc. in substantially the same proportions as their ownership of Solaris Inc. immediately prior to such sale.

Notwithstanding the foregoing, except with respect to clause (b)  above, a Change in Control shall not be deemed to have occurred by virtue of the consummation of any transaction or series of integrated transactions immediately following which the record holders of the shares of Solaris Inc. immediately prior to such transaction or series of transactions continue to have substantially the same proportionate ownership in, and own substantially all of the shares of, an entity which owns, either directly or through a Subsidiary, all or substantially all of the assets of Solaris Inc. immediately following such transaction or series of transactions.

(g) A new definition of “ Eligible Inventory/Equipment Value (Appraised) ” is hereby added to Section  1.01 of the Credit Agreement, such new definition to read in its entirety as follows:

“ Eligible Inventory/Equipment Value (Appraised) ” means the aggregate of the net orderly liquidation value of all Eligible Inventory/Equipment which is included in an appraisal approved by the Administrative Agent, determined from time to time in such manner as the Administrative Agent may reasonably require.

(h) A new definition of “ Eligible Inventory/Equipment Value (New Build, Acquired or Upgraded) ” is hereby added to Section  1.01 of the Credit Agreement, such new definition to read in its entirety as follows:

“ Eligible Inventory/Equipment Value (New Build, Acquired or Upgraded) ” means the aggregate cost capitalized in the Borrower’s financial statements of all new build Eligible Inventory/Equipment which is not included in an appraisal approved by the Administrative Agent plus the aggregate cost to acquire and upgrade all Eligible Inventory/Equipment previously sold to customers which is not included in an appraisal approved by the Administrative Agent, determined from time to time in such manner as the Administrative Agent may reasonably require.

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(i) The definition of “ Fixed Charge Coverage Ratio ” set forth in Section  1.01 of the Credit Agreement is hereby amended to read in its entirety as follows:

“ Fixed Charge Coverage Ratio ” means, as of any day, the ratio of (a) EBITDA for the 12 months ending on such date minus (x) Permitted Tax Distributions relating to income generated during such period, (y) Restricted Payments made during such period (other than Permitted Tax Distributions), and (z) maintenance and replacement Capital Expenditures for such period not financed with the proceeds of equity or capital contributions made to Borrower that are used to fund such Capital Expenditures, the proceeds of Indebtedness, asset sales proceeds, insurance or condemnation proceeds, asset trade-ins or exchanges or as part of an Acquisition permitted pursuant to Section  6.17 to (b) Debt Service for such 12-month period plus phantom amortization of the unpaid principal balance of the Loans as of the calculation date divided by 10, determined in each case on a consolidated basis for Borrower and its Subsidiaries. For any determination of the Fixed Charge Coverage Ratio prior to June 30, 2017, each of the components of the Fixed Charge Coverage Ratio shall be calculated on an annualized basis using information available from and after June 1, 2016 through and including the date of determination.

(j) The definition of “ Leverage Ratio ” set forth in Section  1.01 of the Credit Agreement is hereby amended to read in its entirety as follows:

“ Leverage Ratio ” means, as of any day, the ratio of (a) Indebtedness (other than contingent Indebtedness with regard to letters of credit, letters of guaranty, bankers’ acceptances, performance bonds, surety bonds and similar Indebtedness) as of such date minus the Cash Adjustment as of such date to (b) EBITDA for the 12 months then ended, determined in each case on a consolidated basis for Borrower and its Subsidiaries. For any determination of the Leverage Ratio prior to June 30, 2017, EBITDA shall be calculated on an annualized basis using information available from and after June 1, 2016 through and including the date of determination.

(k) The definition of “ Permitted Tax Distributions ” set forth in Section  1.01 of the Credit Agreement is hereby amended to read in its entirety as follows:

“ Permitted Tax Distributions ” means for any calendar year or portion thereof during which the Borrower is a pass-through entity for U.S. federal income tax purposes, payments and distributions to the members or partners of the Borrower, in an amount not to exceed the product of (i) the highest combined marginal federal and applicable state and local income tax rates for individuals residing in New York, New York (taking into account the character of the taxable income (e.g., long-term capital gain, qualified dividend income, ordinary income, etc.) and the deductibility of state and local income taxes), multiplied by (ii) the total aggregate taxable income of the Borrower and its Subsidiaries during the relevant calendar year or portion thereof, calculated without regard to, for clarity any tax deductions or basis adjustments arising under Code Section 743 attributable to the assets of the Borrower or its Subsidiaries.

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(l) A new definition of “ Qualifying Owners ” is hereby added to Section  1.01 of the Credit Agreement, such new definition to read in its entirety as follows:

“ Qualifying Owners ” means (i) William A. Zartler, or any company of which he is the manager, managing member or otherwise controls, including, but not limited to, Solaris Energy Capital, LLC, (ii) any wife, lineal descendant, legal guardian or other legal representative or estate of the principal member named in clause (i)  above; (iii) any trust of which at least one of the trustees is a person described in clauses (i)  or (ii) above, (iv) Yorktown Energy Partners X, L.P. and any affiliated funds or investment vehicles managed by Yorktown Partners LLC, (v) Loadcraft Site Services, LLC, (vi) any affiliated funds or investment vehicles managed by any of the persons described in clauses (iv)  or (v) above, and (vii) any general partner, managing member, principal or managing director of any of the persons described in clauses (iv)  or (v) above.

(m) The definition of “ Revolving Commitment ” set forth in Section  1.01 of the Credit Agreement is hereby amended to read in its entirety as follows:

“ Revolving Commitment ” means, with respect to each Lender, the commitment, if any, of such Lender to make Revolving Loans and to acquire participations in Letters of Credit hereunder, expressed as an amount representing the maximum aggregate amount of such Lender’s Revolving Exposure hereunder, as such commitment may be (a) reduced from time to time pursuant to Section  2.07 and (b) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section  9.04 . The amount of each Lender’s Revolving Commitment as of May 17, 2017 is set forth on Schedule 2.01A . The aggregate amount of the Lenders’ Revolving Commitments as of May 17, 2017 is $20,000,000.

(n) The definition of “ Revolving Maturity Date ” set forth in Section  1.01 of the Credit Agreement is hereby amended to read in its entirety as follows:

“ Revolving Maturity Date ” means May 17, 2021.

(o) A new definition of “ Solaris Inc. ” is hereby added to Section  1.01 of the Credit Agreement, such new definition to read in its entirety as follows:

“ Solaris Inc. ” means Solaris Oilfield Infrastructure, Inc., a Delaware corporation.

(p) The reference in Section 2.07(d) of the Credit Agreement to “$2,000,000” is hereby amended to read “$30,000,000”.

(q) The following sentence is hereby added at the end of Section 2.11(a) of the Credit Agreement:

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Notwithstanding the foregoing, if during any applicable month the average outstanding principal balance of the Obligations shall exceed fifty percent (50%) of the average aggregate amount of the Revolving Commitment during such month, the commitment fee otherwise payable in respect of such month shall be waived.

(r) Section 5.01(a) of the Credit Agreement is hereby amended to read in its entirety as follows:

(a) within 90 days after the end of each fiscal year of the Borrower, (i) the audited consolidated balance sheet of Solaris Inc. and related statements of operations, shareholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by independent public accountants of recognized national standing (without a “going concern” or like qualification, commentary or exception and without any qualification, commentary or exception as to the scope of such audit) and (ii) a schedule prepared by the Borrower and certified by one of its Financial Officers showing any adjustments to the audited consolidated financial statements which are necessary to demonstrate the financial condition and results of operations of the Borrower and its consolidated Subsidiaries, to the effect that such consolidated financial statements together with such schedule present fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied;

(s) Section 5.01(b) of the Credit Agreement is hereby amended to read in its entirety as follows:

(b) within 45 days after the end of each fiscal quarter of each fiscal year of the Borrower, (i) the consolidated balance sheet of Solaris Inc. and related statements of operations, shareholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year and (ii) a schedule prepared by the Borrower showing any adjustments to the consolidated financial statements which are necessary to demonstrate the financial condition and results of operations of the Borrower and its consolidated Subsidiaries, all certified by one of the Borrower’s Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; provided that, notwithstanding anything herein to the contrary, the Borrower shall have until June 15, 2017 to deliver the financial statements required by this Section 5.01(b) for the fiscal quarter ended March 31, 2017;

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(t) Section 5.01(e) of the Credit Agreement is hereby amended to read in its entirety as follows:

(e) within 30 days after the end of each calendar month, (A) a Borrowing Base Certificate as of the last day of such calendar month, together with such supporting information as the Administrative Agent may reasonably request, (B) a listing and aging of the Accounts of each Loan Party which has executed a Security Agreement covering its Accounts as of the end of such calendar month, prepared in reasonable detail and containing such information as Administrative Agent may request, (C) to the extent included in (or proposed to be included in) the Borrowing Base, a summary of the Inventory and Equipment of each Loan Party which has executed a Security Agreement covering the applicable Inventory and Equipment as of the end of such calendar month, prepared in reasonable detail and containing such other information as Administrative Agent may request, and (D) a utilization report regarding equipment held for rental, prepared in reasonable detail and containing such other information as Administrative Agent may request;

(u) Clause (f)  of Section  5.01 is hereby renumbered to clause (g) , and a new clause (f)  is hereby added to Section  5.01 of the Credit Agreement, such new clause to read in its entirety as follows:

(f) within 30 days after the end of each calendar month (other than the last month of a fiscal quarter for which a financial statement is required under Section 5.01(b) ), (A) the consolidated balance sheet of Solaris Inc. and related statements of operations and a report of fixed asset additions as of the end of and for such fiscal month and the then elapsed portion of the fiscal year, setting forth in the case of the balance sheet in comparative form the figures for the end of the previous fiscal year and (B) a schedule prepared by the Borrower showing any adjustments to the consolidated financial statements which are necessary to demonstrate the financial condition and results of operations of the Borrower and its consolidated Subsidiaries, all certified by one of the Borrower’s Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; and

(v) Section 5.09(b) of the Credit Agreement is hereby amended to read in its entirety as follows:

(b) The Borrower will, and will cause each other Loan Party to, permit any representatives designated by Administrative Agent (including any consultants, accountants, lawyers and appraisers retained by Administrative Agent) to conduct evaluations and appraisals of the Borrower’s computation of the Borrowing Base and the assets included in the Collateral, all at such reasonable times and as often as reasonably requested. A new field appraisal on equipment will be required annually or at any time as market conditions or regulatory guidelines require. In addition, the Administrative Agent may, at its discretion, require a desktop appraisal on equipment if the last full appraisal of equipment shall be more than 6 months old. The Borrower shall pay the reasonable fees and expenses of any representatives retained by Administrative Agent to conduct any such evaluation or appraisal of the assets included in the Collateral; but the Borrower

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shall not, unless an Event of Default has occurred and is continuing or unless the evaluation or appraisal is required by regulatory guidelines, be required to pay such fees and expenses for (x) more than one such evaluation or appraisal of the assets included in the Collateral (other than Eligible Inventory/Equipment) during any calendar year or (y) more than two such evaluations or appraisals of Eligible Inventory/Equipment during any calendar year. The Borrower also agrees to modify or adjust the computation of the Borrowing Base (which may include maintaining additional reserves or modifying the eligibility criteria for the components of the Borrowing Base) to the extent required by Administrative Agent as a result of any such evaluation or appraisal.

(w) Section 5.13 of the Credit Agreement is hereby amended to read in its entirety as follows:

SECTION 5.13 Financial Covenants . Borrower will have and maintain:

(a) Fixed Charge Coverage Ratio – a Fixed Charge Coverage Ratio of not less than 1.25 to 1.00 at all times.

(b) Leverage Ratio – a Leverage Ratio of not greater than 2.50 to 1.00 at all times.

(x) Section 5.16 of the Credit Agreement is hereby amended to read in its entirety as follows:

SECTION 5.16 [Intentionally Left Blank] .

(y) The reference in Section 6.01(a)(vii) of the Credit Agreement to “$500,000” is hereby amended to read “$5,000,000”.

(z) Section 6.04 is hereby amended (i) by deleting the word “and” at the end of clause (h) , (ii) by replacing the period at the end of clause (i)  with “, and”, and (iii) by adding a new clause (j)  to read in its entirety as follows:

(j) investments in the form of Acquisitions permitted pursuant to Section  6.17 .

(aa) Section 6.08 of the Credit Agreement is hereby amended to read in its entirety as follows:

SECTION 6.08 Restricted Payments . The Borrower will not, nor will it permit any other Loan Party to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except:

(i) the Borrower may declare and pay dividends with respect to its Equity Interests payable solely in additional shares of its Equity Interests,

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(ii) Subsidiaries of Borrower may declare and pay dividends ratably with respect to their Equity Interests,

(iii) the Borrower may pay Permitted Tax Distributions,

(iv) so long as, both at the time of, and immediately after effect has been given to, such proposed action, no Default or Event of Default shall have occurred and be continuing:

(w) Borrower may make distributions to Solaris Inc. to be used to pay operating expenses of Solaris Inc. to the extent incurred in the ordinary course of business, together with other corporate overhead costs and expenses (including legal, administrative, accounting and similar expenses and franchise taxes and other fees, taxes and expenses required to maintain the corporate existence of Solaris Inc.), which are reasonable and customary,

(x) the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management, directors or employees of the Borrower or Solaris Inc.,

(y) the Borrower may make Restricted Payments, including, without limitation, to purchase, redeem, retire, or otherwise acquire its Equity Interests, to the extent such Restricted Payments are made from the substantially concurrent receipt by the Borrower of capital contributions or the substantially concurrent issuance of new Equity Interests of the Borrower,

(z) the Borrower may make repurchases, redemptions or exchanges of Equity Interests of the Borrower or Solaris Inc. deemed to occur upon exercise of stock options or exchange of exchangeable shares if such Equity Interests represent a portion of the exercise price of such options and may make repurchases, redemptions or other acquisitions or retirements for value of Equity Interests of the Borrower or Solaris Inc. made in lieu of withholding Taxes in connection with any exercise or exchange of stock options, warrants or other similar rights, and

(v) the Borrower may declare and pay Restricted Payments in addition to the dividends permitted by the foregoing provisions so long as, both at the time of, and immediately after effect has been given to, such proposed action, (w) no Default or Event of Default shall have occurred and be continuing, (x) the aggregate amount of Revolving Loans which could be borrowed is greater than $5,000,000, (y) the Leverage Ratio is less than 2.25 to 1.00 and (z) the Fixed Charge Coverage Ratio is greater than 1.75 to 1.00.

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(bb) Section 6.11 of the Credit Agreement is hereby amended to read in its entirety as follows:

SECTION 6.11 Amendment of Material Documents . The Borrower will not, nor will it permit any other Loan Party to, amend, modify or waive any of its rights under (a) any Subordinated Debt Document or (b) its organizational documents (in any manner adverse to the Lenders).

(cc) Section 6.13 of the Credit Agreement is hereby amended to read in its entirety as follows:

SECTION 6.13. Capital Expenditures . The Borrower will not, and will not permit any of its Subsidiaries to, permit the aggregate amount of all Capital Expenditures (excluding an amount equal to the proceeds of equity contributions made to Borrower that are used to fund such Capital Expenditures and any Capital Expenditures financed with the asset sales proceeds, insurance or condemnation proceeds, asset trade-ins or exchanges or funded as part of an Acquisition permitted pursuant to Section  6.17 ) for Borrower and its Subsidiaries during any fiscal year of the Borrower to exceed $80,000,000 plus , for fiscal years beginning on January 1, 2019 and later, any unused availability for Capital Expenditures from the immediately preceding fiscal year (but not from any earlier year), it being understood that in any applicable fiscal year unused availability from the immediately preceding fiscal year shall be reduced first as Capital Expenditures are made.

(dd) Section 6.17(a) of the Credit Agreement is hereby amended to read in its entirety as follows:

(a) The total cash and noncash consideration ( excluding an amount equal to the proceeds of equity contributions made to Borrower that are used to fund such consideration but including the fair market value of all Equity Interests issued or transferred to the sellers thereof, all indemnities, earnouts and other contingent payment obligations to, and the aggregate amounts paid or to be paid under non-compete, consulting and other affiliated agreements with, the sellers thereof, all write-downs of property and reserves for liabilities with respect thereto and all assumptions of Indebtedness, liabilities and other obligations in connection therewith) paid by or on behalf of the Borrower and its Subsidiaries for any such purchase or other acquisition, when aggregated with the total cash and noncash consideration paid by or on behalf of the Loan Parties for all other purchases and other acquisitions made by the Loan Parties pursuant to this Section  6.17 , shall not exceed $5,000,000 in the aggregate for all Acquisitions closed in any fiscal year or $15,000,000 in the aggregate from and after the Effective Date;

(ee) The final paragraph of Article VII of the Credit Agreement is hereby amended by deleting clause (iii)  in its entirety and renumbering clause (iv)  as clause (iii) .

(ff) Schedule 2.01A to the Credit Agreement is hereby amended to be identical to Schedule 2.01 attached hereto.

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SECTION 2. Consent to Termination of Deferred Capital Call . The Lenders hereby consent to the termination of the Deferred Capital Call and agree that any reference to the Deferred Capital Call in the Credit Agreement shall be null and void.

SECTION 3. Conditions Precedent . The effectiveness of this Amendment shall be conditioned each of the following:

(a) the Administrative Agent shall have received from the Loan Parties and all of the Lenders either (1) a counterpart of this Amendment signed on behalf of such party or (2) written evidence satisfactory to the Administrative Agent (which may include telecopy or e-mail transmission of a signed signature page of this Amendment) that such party has signed counterparts of this Amendment.

(b) The Administrative Agent shall have received original executed counterparts of the Notes evidencing Revolving Loans (which Notes shall replace the Notes previously executed to evidence Revolving Loans).

(c) The Administrative Agent shall have received such documents, certificates and opinions as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower and the authorization of the execution and delivery of this Amendment and the other Loan Documents executed in connection herewith, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel.

SECTION 4. Post-Closing Covenant . Within one (1) Business Day after the date hereof, the Borrower shall either (i) make a prepayment in full of all outstanding Advance Loans or (ii) subject to satisfaction of any conditions precedent under the Credit Agreement to funding Revolving Loans, convert all outstanding Advance Loans to Revolving Loans under the Credit Agreement; provided that this Section  4 shall be deemed to satisfy any advance notice of such prepayment or conversion required by the Credit Agreement.

SECTION 5. Ratification . Except as expressly amended by this Amendment, the Credit Agreement and the other Loan Documents shall remain in full force and effect. None of the rights, title and interests existing and to exist under the Credit Agreement are hereby released, diminished or impaired, and the Borrower hereby reaffirms all covenants, representations and warranties in the Credit Agreement.

SECTION 6. Expenses . The Borrower shall pay to the Administrative Agent all reasonable fees and expenses of its legal counsel incurred in connection with the execution of this Amendment.

SECTION 7. Certifications . The Borrower hereby certifies that after the effectuation of this Amendment no Default or Event of Default has occurred and is continuing.

SECTION 8. Miscellaneous . This Amendment (a) shall be binding upon and inure to the benefit of the Borrower, the Lenders and the Administrative Agent and their respective successors, assigns, receivers and trustees; (b) may be modified or amended only by a writing

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signed by the required parties; (c) shall be governed by and construed in accordance with the laws of the State of Texas and the United States of America; (d) may be executed in several counterparts by the parties hereto on separate counterparts, and each counterpart, when so executed and delivered, shall constitute an original agreement, and all such separate counterparts shall constitute but one and the same agreement and (e) together with the other Loan Documents, embodies the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior agreements, consents and understandings relating to such subject matter. The headings herein shall be accorded no significance in interpreting this Amendment.

NOTICE PURSUANT TO TEX. BUS. & COMM. CODE §26.02

THE CREDIT AGREEMENT, AS AMENDED BY THIS AMENDMENT, AND ALL OTHER LOAN DOCUMENTS EXECUTED BY ANY OF THE PARTIES PRIOR HERETO OR SUBSTANTIALLY CONCURRENTLY HEREWITH CONSTITUTE A WRITTEN LOAN AGREEMENT WHICH REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

[Signature Pages Follow]

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IN WITNESS WHEREOF, the Borrower, the Lenders and the Administrative Agent have caused this Amendment to be signed by their respective duly authorized officers, effective as of the date first above written.

[Signature Page for First Amendment to Credit Agreement]

[Signature Page for First Amendment to Credit Agreement]

The undersigned hereby join in this Amendment to evidence their consent to execution by the Borrower of this Amendment, to agree to be bound by the provisions of this Amendment to the extent applicable to the undersigned, to confirm that each Loan Document now or previously executed by the undersigned applies and shall continue to apply to the Credit Agreement, as amended hereby, to acknowledge that without such consent and confirmation, Lenders would not execute this Amendment and to join in the notice pursuant to Tex. Bus. & Comm. Code §26.02 set forth above.

[Signature Page for First Amendment to Credit Agreement]

Exhibit 10.3

AMENDED AND RESTATED ADMINISTRATIVE SERVICES AGREEMENT

THIS AMENDED AND RESTATED ADMINISTRATIVE SERVICES AGREEMENT (this “ Agreement ”) is made and entered into effective as of May 17, 2017, by and between Solaris Oilfield Infrastructure, Inc., a corporation organized under the laws of the state of Delaware (the “ Corporation ”), and Solaris Oilfield Infrastructure, LLC, a Delaware limited liability company (the “ Company; ” together with the Corporation, the “ Service Recipients ” and individually, a “ Service Recipient ”), on the one hand, and Solaris Energy Management, LLC, a Delaware limited liability company (the “ Service Provider ”), on the other hand.

RECITALS:

Each of the Service Recipients is involved in the oilfield industry and in connection therewith, owns or may in the future acquire from time to time properties and operations (the “ Properties ”). The Service Provider provides certain administrative, management and related services to organizations in the oilfield industry.

The Service Recipients desire to engage the Service Provider to provide services in connection with their businesses, and to engage the Service Provider to provide certain services to and for the benefit of the Service Recipients and their subsidiaries that are described more particularly herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto do hereby agree as follows:

ARTICLE I

DEFINITIONS AND REFERENCES

Section 1.1. Definitions .

In addition to the other terms that are expressly defined in this Agreement, when used in this Agreement, the following terms have the respective meanings assigned to them in this Section  1.1 :

“ Affiliate ” means, with respect to a Person, any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with the first Person. For the avoidance of doubt, the Service Recipients are Affiliates of each other and the Service Provider is not an Affiliate of the Service Recipients, for the purposes of the Agreement.

“ Agreement ” means this Amended and Restated Administrative Services Agreement, as hereafter amended, restated or otherwise modified in accordance with the terms hereof.

“ Board ” means the Service Recipient’s board of directors or board of managers, as applicable.

“ Business Day ” means any day other than a Saturday, Sunday or legal holiday on which banks in Houston, Texas or New York, New York, are authorized or obligated by law to close.

“ Claim ” has the meaning set forth in Section  2.5(c)(i) .

“ Confidential Information ” has the meaning set forth in Section  8.9 .

“ Entity ” means any corporation, limited liability company, general partnership, limited partnership, venture, trust, business trust, unincorporated association, estate or other entity.

“ Governmental Entity ” means any court or tribunal in any jurisdiction (domestic or foreign) or any governmental or regulatory body, agency, department, commission, board, bureau or other authority, arbitrator or instrumentality (domestic or foreign).

“ Indemnitee ” has the meaning set forth in Section  2.5(c)(i) .

“ Officer ” means any officer of the Service Recipients.

“ Person ” means any individual or Entity.

“ Properties ” has the meaning set forth in the recitals hereof.

“ Service Provider ” has the meaning set forth in the introductory paragraph hereof.

“ Service Recipients ” has the meaning set forth in the introductory paragraph hereof.

“ Service Recipients Indemnitee ” has the meaning set forth in Section  2.5(c)(ii) .

Section 1.2. References and Construction . In this Agreement: (a) unless the context requires otherwise, all references in this Agreement to sections, subsections or other subdivisions shall be deemed to mean and refer to sections, subsections or other subdivisions of this Agreement; (b) titles appearing at the beginning of any subdivision are for convenience only and shall not constitute part of such subdivision and shall be disregarded in construing the language contained in such subdivision; (c) the words “this Agreement,” “this instrument,” “herein,” “hereof,” “hereby,” “hereunder,” and words of similar import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited; (d) words in the singular form shall be construed to include the plural and vice versa, unless the context otherwise requires; pronouns in masculine, feminine and neuter genders shall be construed to include any other gender; (e) examples shall not be construed to limit, expressly or by implication, the matters they illustrate; (f) the word “or” is not exclusive and the word “includes” and its derivatives means “includes, but is not limited to” and corresponding derivative expressions; (g) no consideration shall be given to the fact or presumption that one party had a greater or lesser hand in drafting this Agreement; (h) all references herein to “$” or “dollars” shall refer to U.S. dollars; and (i) unless the context otherwise requires or unless otherwise provided herein, any reference herein to a particular agreement, instrument or document shall also refer to and include all renewals, extensions, modifications, amendments or restatements of such agreement, instrument, or document.

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ARTICLE II

SCOPE OF SERVICES TO BE PROVIDED

Section 2.1. Engagement .

(a) On the terms and subject to the conditions and qualifications set forth in this Agreement, the Service Recipients hereby engage the Service Provider, and the Service Provider hereby accepts such engagement, to provide the services set forth in Section  2.1(b) hereunder; provided, however, that notwithstanding the foregoing or anything else herein to the contrary, in connection with the performance of its duties and obligations hereunder, the Service Provider shall not (nor any of the Service Provider’s officers or other agents or representative acting on its behalf) have the authority or be permitted to take, in the name or on behalf of either Service Recipient or any subsidiary thereof, any action that requires the prior approval of such Service Recipient’s Board or pursuant to any action of such Service Recipient’s Board as to which the Service Provider has been notified, unless and until such approval of the Board has been obtained.

(b) Except as otherwise limited in this Agreement, the Service Provider shall, in accordance with the standards set forth in Section  2.5 , take all appropriate actions on behalf of the Service Recipients to assist in the administration of certain functions of each Service Recipient, including the following matters (in each case, as requested and supervised by the Service Recipient’s Chief Executive Officer, President, any Vice President or the Board in accordance with any action of the Board):

(i) assisting in the maintenance of the books and records, including accounting and other records and files necessary and appropriate for the proper conduct by the Service Recipients of their businesses and operations;

(ii) assisting each Service Recipient and its subsidiaries’ compliance with credit facilities or other indebtedness of such Service Recipient or its subsidiaries, including negotiating and interfacing with the Service Recipient’s lenders;

(iii) providing or procuring legal, human resources, information technology, secretarial, reception, office management support and other services as necessary for the operation of the businesses of the Service Recipients;

(iv) providing such clerical and bookkeeping services as are necessary and appropriate for the conduct of the businesses of the Service Recipients, including maintenance of general records of each Service Recipient;

(v) assembling and collating such data and reports as are requested by any Officer of each Service Recipient or as Service Provider deems appropriate in connection with the ownership, management or operation of the Service Recipients;

(vi) assisting in the making of all filings and assisting in the obtaining of all licenses, permits and approvals from any Governmental Entity as may be necessary or appropriate under applicable law or regulation in connection with the operations or businesses of the Service Recipients and submitting any application, filing or notice for the renewal of any existing licenses;

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(vii) in connection with the accounting firm retained by a Service Recipient to audit such Service Recipient’s financial statements and/or prepare financial information regarding a Service Recipient, preparing accounting entries for, causing to be issued and causing to be certified such periodic financial statements as may be necessary, appropriate or required under any agreement binding upon a Service Recipient;

(viii) providing use of office premises, office supplies and office equipment, including telephones, fax machines, printers, and copiers for administrative, managerial and related staff; and

(ix) performing such other acts which are necessary or appropriate to carry out and administer its obligations hereunder, or as requested by the Officers of a Service Recipient.

Section 2.2. Limitation on Powers and Duties . The Service Provider’s duties and obligations are limited under this Agreement to the availability of the resources of the Service Recipients to pay for the same, and to the extent the Service Recipients fails to timely pay the Service Provider amounts due for services provided under this Agreement, then the Service Provider shall not be under any obligation to provide services under this Agreement for either Service Recipient until such amounts are paid in full. Notwithstanding the provisions of Section  2.1 or any other provision of this Agreement to the contrary, without the prior approval of the Board of a Service Recipient, the Service Provider shall not:

(a) amend, change or modify this Agreement;

(b) enter into any transaction binding such Service Recipient or any agreement binding on such Service Recipient with, or grant any waiver binding on such Service Recipient to, any Affiliate of the Service Provider in connection with the services provided for hereunder;

(c) make any election or take any other action that requires approval of the Board of such Service Recipient; or

(d) enter into any transaction or agreement involving such Service Recipient that is not expressly approved by the Board of such Service Recipient, if prior approval of such Service Recipient’s Board is required.

Section 2.3. Services . The Service Provider agrees to provide and furnish all requisite accounting, financial, and administrative support services as is reasonably necessary in order to perform its duties and obligations under this Article II, including:

(a) the services of its executive and other officers, engineers, accountants and other support personnel and other employees;

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(b) the use of a portion of the Service Provider’s office premises and certain office equipment and supplies, including telephones, computers, fax machines, printers, and copiers;

(c) the use of portions of the Service Provider’s information technology systems; and

(d) without limiting Section  2.2(b) and Section  2.3(c) , other reasonably necessary general and administrative services.

Notwithstanding anything to the contrary contained in this Agreement, the Service Provider may delegate its duties hereunder (but shall remain responsible for the performance thereof) to one or more of its Affiliates and Service Provider may engage one or more contractors to perform its duties hereunder.

Section 2.4. Retention of Professionals . Subject to the limitations of Section 2.1 and Section 2.2, from time to time either Service Recipient may request that during the term of this Agreement the Service Provider act as its agent in connection with such Service Recipient’s retention of certain third party professionals and other service providers which are needed to provide the services to be provided by the Service Provider hereunder. The Service Provider may furnish and receive correspondence, data, instructions and notices on behalf of such Service Recipient but shall not have any authority to execute on such Service Recipient’s behalf, without such Service Recipient’s consent, contracts or engagement agreements with any such professional or service provider which require such Service Recipient to secure the consent or approval of its Board in order to enter into the same, as contemplated by the organizational documents of such Service Recipient or any other agreement to which such Service Recipient is a party (so long as the Service Provider is provided a copy of each such other agreement). All costs or fees payable to such professionals and other service providers shall be borne by the Service Recipient for who such services are performed.

Section 2.5. Standard of Care; Indemnification .

(a) In supervising, administering and managing the business and affairs of each Service Recipient pursuant to this Article II, the Service Provider shall perform all of its duties in accordance with reasonable and prudent practices of the oil and gas industry, in good faith, with due diligence and dispatch and in compliance with all applicable laws and the terms of the organizational documents of such Service Recipient, this Agreement, and all other agreements binding upon such Service Recipient (so long as the Service Provider is provided a copy of each such other agreement). In addition, the Service Provider shall have a fiduciary duty to each Service Recipient with respect to the maintenance and safekeeping of such Service Recipient’s funds in the possession of the Service Provider or otherwise under the control or management of the Service Provider hereunder.

(b) Neither the Service Provider, its Affiliates, nor its or their respective partners, members, officers, directors, managers, employees or agents, shall be liable, responsible, or accountable in damages or otherwise to the Service Recipients or their respective owners for any action taken or failure to act (EVEN IF SUCH ACTION OR FAILURE TO ACT

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CONSTITUTED THE SOLE, CONCURRENT OR COMPARATIVE NEGLIGENCE OF SERVICE PROVIDER OR SUCH AFFILIATE, PARTNER, MEMBER, OFFICER, MANAGER, DIRECTOR, EMPLOYEE OR AGENT) in connection with the operations, business and affairs of the Service Recipients, unless such act or failure to act was the result of bad faith, fraud, willful or intentional misconduct or criminal wrongdoing or gross negligence. IN NO EVENT SHALL THE SERVICE PROVIDER EVER BE LIABLE TO ANY SUCH PARTY UNDER THIS AGREEMENT OR IN CONNECTION WITH SERVICES PROVIDED HEREUNDER FOR ANY PUNITIVE, INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES, LOSS OF PROFIT OR OTHER SIMILAR DAMAGE OR LOSS, WHETHER IN TORT, CONTRACT OR OTHERWISE.

(c) Without limitation of Section  2.5(b) :

(i) THE SERVICE RECIPIENTS SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS THE SERVICE PROVIDER AND ITS OWNERS, MANAGERS, OFFICERS, AFFILIATES, EMPLOYEES, AGENTS AND REPRESENTATIVES (COLLECTIVELY, THE “ INDEMNITEES ” AND INDIVIDUALLY, AN “ INDEMNITEE ”) FROM ANY AND ALL LOSSES, LIABILITIES, COSTS, EXPENSES, JUDGMENTS, FINES, SETTLEMENTS AND OTHER AMOUNTS (INCLUDING REASONABLE ATTORNEYS’ FEES AND EXPENSES) ARISING FROM ANY CLAIMS, DEMANDS, ACTIONS, SUITS OR PROCEEDINGS, CIVIL, CRIMINAL, ADMINISTRATIVE OR INVESTIGATIVE (EACH, A “ CLAIM ”), IN WHICH THE INDEMNITEE MAY BE INVOLVED, OR THREATENED TO BE INVOLVED, AS A PARTY OR OTHERWISE, BY REASON OF OR IN ANY WAY ARISING OUT OF THIS AGREEMENT OR THE SERVICE PROVIDER’S PROVISION OF SERVICES AS AGENT HEREUNDER; PROVIDED, HOWEVER, THAT NO INDEMNITEE SHALL BE INDEMNIFIED BY THE SERVICE RECIPIENTS FOR (A) ANY ACTS OR OMISSIONS BY THE INDEMNITEE THAT CONSTITUTE OR RESULT FROM SUCH INDEMNITEE’S BAD FAITH, FRAUD, WILLFUL OR INTENTIONAL MISCONDUCT, CRIMINAL WRONGDOING, OR GROSS NEGLIGENCE, OR (B) ANY CLAIM INITIATED BY AN INDEMNITEE UNLESS THAT CLAIM WAS BROUGHT TO ENFORCE THAT INDEMNITEE’S RIGHT TO INDEMNIFICATION UNDER THIS SECTION  2.5(c) AND SUCH INDEMNITEE IS ACTUALLY ENTITLED TO INDEMNIFICATION.

(ii) THE SERVICE PROVIDER SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS THE SERVICE PROVIDERS AND ITS OWNERS, MEMBERS, MANAGERS, OFFICERS, DIRECTORS, AFFILIATES, EMPLOYEES, AGENTS AND REPRESENTATIVES (COLLECTIVELY, THE “ SERVICE PROVIDER INDEMNITEES ” AND INDIVIDUALLY, A “ SERVICE PROVIDER INDEMNITEE ”) FROM ANY AND ALL CLAIMS, IN WHICH THE SERVICE PROVIDER INDEMNITEE MAY BE INVOLVED, OR THREATENED TO BE INVOLVED, AS A PARTY OR OTHERWISE, IF AND TO THE EXTENT ARISING OUT OF OR RESULTING FROM ANY ACTS OR OMISSIONS BY THE SERVICE PROVIDER (INCLUDING ITS OWNERS, MANAGERS, OFFICERS, AFFILIATES, EMPLOYEES, AGENTS AND REPRESENTATIVES) THAT CONSTITUTE OR RESULT FROM THE SERVICE PROVIDER’S BAD FAITH, FRAUD, WILLFUL OR INTENTIONAL MISCONDUCT, CRIMINAL WRONGDOING, OR GROSS NEGLIGENCE.

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(iii) Expenses incurred by an Indemnitee in defending or investigating a threatened or pending action, suit or proceeding shall be paid by the Service Recipients in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such Indemnitee to repay such amount if it shall ultimately be determined that such Indemnitee is not entitled to be indemnified by the Service Recipients.

(iv) The indemnification provided by this Section  2.5 shall continue as to an Indemnitee or Service Recipients Indemnitee who has ceased to serve in such capacity and shall inure to the benefit of the heirs, successors, assigns, administrators and personal representatives of the Indemnitees or Service Recipients Indemnitees, as applicable.

ARTICLE III

COMPENSATION

Section 3.1. Fees . The Service Recipients shall compensate the Service Provider for the provision of the services specified herein at a price equal to the Service Provider’s actually incurred cost of providing such services, including all direct costs and indirect administrative and overhead costs (including the allocable portion of salary, bonus, incentive compensation and other amounts paid to Persons who provide such services and an allocable portion of rent of office space, equipment and supplies and other office costs and expenses), and an allocable portion of rent of office space, equipment and supplies and other office costs and expenses for such office space, equipment and supplies used by the Service Recipient’s employees, contractors and service providers allocated in accordance with Service Provider’s regular and consistent accounting practices. Upon reasonable request, the Service Provider shall provide Service Recipients with financial reports sufficient to permit verification of Service Provider’s costs.

Section 3.2. Invoicing and Payment . The Service Provider will invoice each Service Recipient from time to time, as determined by the Service Provider in its sole discretion, subject to the provisions of this Section  3.2 . Service Recipients will pay undisputed invoiced amounts promptly after the receipt of each such invoice. The Service Provider shall send an invoice to each Service Recipient on or before the twentieth (20th) day following the end of each month for charges incurred in the preceding month. Such invoices will be accompanied by statements which identify in reasonable detail all charges and credits, summarized by appropriate classifications of expense. Unless otherwise provided for in this Agreement, the Service Provider may require each Service Recipients to advance estimated cash outlays for the succeeding month’s services by the first day of the month for which the advance is required. The Service Provider shall adjust each monthly billing to reflect advances received by each Service Recipients. The Service Recipients shall pay all invoices within thirty (30) days after receipt. If requested by a Service Recipient, the Service Provider shall either (x) reimburse such Service Recipient at the end of such month the amount of any surplus advanced by or on behalf of such Service Recipients hereunder, or (y) apply any such surplus to amounts due to be paid by such Service Recipient in the next succeeding month. The payment and other obligations of the Company under any provision of this Agreement are the joint and several obligations of both the Company and the Corporation.

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Section 3.3. Disputes .

(a) A SERVICE RECIPIENT (OR THE AUDIT COMMITTEE OF THE BOARD OF SUCH SERVICE RECIPIENT) MAY, WITHIN 60 DAYS AFTER RECEIPT OF AN INVOICE FROM THE SERVICE PROVIDER, TAKE WRITTEN EXCEPTION TO ANY CHARGE, ON THE GROUND THAT THE SAME WAS NOT A REASONABLE COST OR EXPENSE INCURRED BY THE SERVICE PROVIDER IN CONNECTION WITH THE PROVISION OF SERVICES. IF THE AMOUNT AS TO WHICH SUCH WRITTEN EXCEPTION IS TAKEN, OR ANY PART THEREOF, IS ULTIMATELY DETERMINED NOT TO BE A REASONABLE COST OR EXPENSE INCURRED BY THE SERVICE PROVIDER IN CONNECTION WITH THE PROVISION OF SERVICES, SUCH AMOUNT OR PORTION THEREOF (AS THE CASE MAY BE) SHALL BE REFUNDED BY THE SERVICE PROVIDER TO SUCH SERVICE RECIPIENT. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, A SERVICE RECIPIENT (OR THE AUDIT COMMITTEE OF THE BOARD OF SUCH SERVICE RECIPIENT) MAY TAKE EXCEPTION TO ANY CHARGE WITHIN THE PERIOD SPECIFIED ABOVE NOTWITHSTANDING THAT THE RELATED INVOICE WAS PAID IN FULL.

(b) If, within 20 days after receipt of any written exception pursuant to Section 3.3(a), a Service Recipient (or the audit committee of the Board of such Service Recipient) and the Service Provider have been unable to resolve any dispute, and if the aggregate amount in dispute exceeds $100,000, such Service Recipient (or the audit committee of the Board of such Service Recipient) or the Service Provider may submit the dispute to an independent third party accounting firm that is mutually agreeable to such Service Recipient (audit committee of the Board of such Service Recipient), on the one hand, and the Service Provider, on the other hand. The parties shall cooperate with such accounting firm and shall provide such auditing firm access to such books and records as may be reasonably necessary to permit a determination by such auditing firm. The resolution by such auditing firm shall be final and binding on the parties.

ARTICLE IV

COVENANTS OF THE SERVICE PROVIDER

Section 4.1. Compliance with Agreements . The Service Provider covenants and agrees to comply in all material respects with its duties and obligations hereunder.

Section 4.2. Maintenance of Qualified Staff and Personnel . The Service Provider covenants and agrees that it will at all times have available to the Service Recipients during the term of this Agreement personnel, including outside contractors and consultants, which will be adequate in size, experience and competency to discharge properly the duties and functions of the Service Provider hereunder, including without limitation engineers and other technical personnel, accountants and secretarial and clerical personnel; provided, however, that the Service Provider may, in its discretion, condition its obligation to provide any additional amount or type of service that may be requested by a Service Recipient from time to time upon (a) reasonable advance notice of such request so that Service Provider may adequately secure resources to meet such request and (b) receipt by the Service Provider of a sufficient cash deposit from the Service Recipients to cover the amount to be invoiced to the Service Recipients (as estimated by the

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Service Provider) for such service for a period of at least 30 days’ provided that , any invoices for such services shall be offset by the amount of the cash deposit. Each Service Recipients, in its reasonable discretion, shall have the right at any time, to designate employees or contractors of the Service Provider who shall not provide services for such Service Recipient pursuant to this Agreement or otherwise.

Section 4.3. Situs of Books and Records . The Service Provider covenants and agrees to keep the books, records, files and other information to be maintained by it hereunder or which comes into its possession pursuant to this Agreement at the same address that it uses for notice purposes hereunder.

ARTICLE V

TERM

Section 5.1. Term of this Agreement . This Agreement shall continue initially until the anniversary date of this Agreement in the year 2018, and shall be renewed and shall continue automatically thereafter for additional one year terms unless either party provides written notice to the other party hereto of its desire not to renew this Agreement at least 90 days prior to such anniversary date; provided, however, that either party hereto may terminate this Agreement, whether during the initial term or any time thereafter (and whether or not in connection with an anniversary date of this Agreement) by giving written notice of termination to the other party at least 90 days prior to the date as of which such termination is to be effective.

Section 5.2. Transition Obligations . Upon the termination of this Agreement, the Service Provider shall take all actions reasonably necessary to effect the transition of the services hereunder to the Service Recipients or to a successor provider or providers of such services designated by the Service Recipients or the Service Recipients in an orderly and expeditious manner, including the assignment to the Service Recipients, or the service provider(s), as applicable, under any contracts entered into by the Service Provider relating to the performance of such services; provided, however, that the Service Provider shall not be responsible for (and the Service Recipients shall be responsible for) any payments, costs and expenses required in connection with securing transfer of such contracts. In addition, the Service Provider shall identify to the Service Recipients, and use good faith efforts to terminate in a cost-effective manner (unless the Service Recipients instructs it otherwise), any continuing payment or other contractual obligations that it or its Affiliates entered into for the benefit of either Service Recipient and its Affiliates in order to provide the services under this Agreement. The Service Recipients shall continue to be responsible for such payment obligations, and related costs and expenses incurred in connection with such termination, until such termination is effective. As an example, and without limiting the generality of the foregoing, in the event the Service Provider agreed to lease (in its own name) additional office space to house either or both of the Service Recipients or their employees or contractors, or Persons used to provide services primarily or exclusively for the benefit of either or both of the Service Recipients and their respective Affiliates, then (unless the Service Recipients instruct the Service Provider otherwise), upon termination of this Agreement, the Service Provider shall use good faith efforts to terminate such lease of additional office space; and the payment obligations and related costs and expenses it incurs in connection therewith, including without limitation the rental payments that it is unsuccessful in securing a landlord’s consent to early termination, will be charged to and paid by

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the Service Recipients. In connection with the foregoing, the Service Provider will cooperate with the Service Recipients to minimize such obligations (provided, however, such cooperation shall not include requiring the Service Provider to terminate lease obligations relating to lease space used by the Service Provider for any purpose other than exclusively for the Service Recipients), and will keep the Service Recipients informed of the progress of the same.

ARTICLE VI

RELATIONSHIP OF PARTIES; TITLE TO ASSETS; ACCESS RIGHTS

Section 6.1. Independent Contractor Status . From time to time a Service Recipient may request that the Service Provider act as an agent of such Service Recipient with respect to the services provided by it hereunder. Notwithstanding anything in this Agreement to the contrary, (a) the relationship of the Service Provider to the Service Recipients shall be and remain that of an independent contractor; (b) neither the Service Provider nor any Affiliate, director, manager, officer, agent or representative thereof shall be deemed, as a result of this Agreement, to be an employee of the Service Recipients; and (c) nothing herein shall be deemed or construed to create a partnership or joint venture under applicable state law between the Service Provider, on the one hand, and either or both of the Service Recipients, on the other hand, or to cause a party hereto (whether the Service Provider, on the one hand, or the Service Recipients, on the other hand) to be responsible in any way for the debts and obligations of the other party hereto.

Section 6.2. Title to Assets . Notwithstanding anything else herein to the contrary, all real and personal property related to any of the Properties shall be owned by and acquired in the name of the Service Recipient on whose behalf such Property is being acquired, absent an instruction by the Service Recipients to the contrary. All books and records, files, databases, geological and geophysical data, engineering data, maps, interpretations and other technical information, and other data and information specifically relating to the Properties, and all software specifically purchased for the primary benefit of either Service Recipient and paid for primarily with funds furnished by the Service Recipients in connection with the services provided hereunder that are specific to such services, shall be and remain the sole and exclusive properties of such Service Recipient and (without limiting the provisions of this Section  6.2 or any other provision of this Agreement) shall be delivered to such Service Recipient immediately upon termination of this Agreement.

Section 6.3. Access .

(a) The Service Recipients, and their respective representatives, upon written notice to the Service Provider, shall have the right, during normal business hours, to inspect, review and copy the books, records, files and other information maintained by the Service Provider that relate to its obligations and activities under or with respect to this Agreement, and each party to this Agreement shall cooperate with the other parties to this Agreement to provide any and all documents and take such other actions as may be reasonably requested by a party to this Agreement, all at the expense of the Service Recipients (or at the option of the Service Provider, the Service Recipient who requests or whose Affiliates request the same). The Service Recipients, upon written notice to the Service Provider, shall have the right, during normal business hours, to audit the books and records maintained by the Service Provider hereunder.

(b) The Service Provider shall provide the Service Recipients and their respective representatives, at their sole risk and expense, with access to the Properties to the extent that the Service Provider has the authority to grant such access (subject, however, to the execution of a standard form of release of liability as a result of entry to any operating asset and agreement to maintain the confidentiality of all information inspected, reviewed and copied and conduct the access in a manner that minimizes the interference with the operation of the Properties).

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ARTICLE VII

REPRESENTATIONS AND WARRANTIES

Section 7.1. Service Provider’s Special Representations and Warranties . The Service Provider hereby represents and warrants to the Service Recipients as follows:

(a) The Service Provider is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware and is qualified as a foreign limited liability company to operate in the State of Texas.

(b) The Service Provider has full power and authority to enter into and perform its obligations under this Agreement.

Section 7.2. Parties’ Representations and Warranties . Each party to this Agreement hereby represents and warrants to the other parties to this Agreement as follows:

(a) This Agreement has been duly authorized, executed and delivered by such party, constitutes the legal, valid and binding obligation of such party and, except as may be affected (i) by bankruptcy, insolvency, moratorium, reorganization and other similar laws and judicial decisions affecting the rights of creditors generally and (ii) by general principles of equity and public policy (regardless of whether considered at law or in equity), is enforceable against such party in accordance with its terms.

(b) The execution, delivery and performance of this Agreement by such party, and the consummation of the transactions contemplated hereby by such party, will not, without the giving of notice or the lapse of time, or both, (i) violate any provision of applicable law, order, injunction or judgment to which such party is subject, (ii) conflict with, or result in a breach or default under, any term or condition of its governing documents or any agreement or other instrument to which such party is a party or by which its properties are bound, or (iii) require any consent, approval, notification, waiver or other similar action from any third party.

ARTICLE VIII

MISCELLANEOUS

Section 8.1. Notices . All notices, requests or consents provided for or permitted to be given under this Agreement shall be in writing and shall be considered as properly given or made on the date of actual delivery if given by (a) personal delivery, (b) United States mail, (c) expedited overnight delivery service with proof of delivery, or (d) via email or facsimile with confirmation of delivery.

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Section 8.2. Entire Agreement . This Agreement constitutes the entire agreement of the parties hereto relating to the subject matter of this Agreement and supersedes all prior contracts or agreements with respect thereto, whether oral or written, including without limitation that certain Administrative Services Agreement by and between the Company and the Service Provider, as previously amended or modified, that was in effect prior to the date hereof. Except as provided in Section  2.5 , nothing in this Agreement, express or implied, is intended to confer upon any other Person (other than the parties to this Agreement), any rights or remedies under or by reason of this Agreement.

Section 8.3. Effect of Waiver or Consent . A waiver or consent, express or implied, to or of any breach or default by any party in the performance by that party of its obligations under this Agreement will not constitute a consent or waiver to or of any other breach or default or any other obligations under this Agreement. Failure on the part of a party to this Agreement to complain of any act of the other party to this Agreement or to declare the other party in default with respect to this Agreement, irrespective of how long such failure continues, will not constitute a waiver by that party of its rights with respect to that default until the applicable limitations period has expired.

Section 8.4. Amendment or Modification . Except as otherwise expressly provided in this Agreement, any amendment or modification to this Agreement requires the written consent or approval of the parties to this Agreement.

Section 8.5. Binding Effect . This Agreement will be binding on and inure to the benefit of the parties hereto and their respective successors and assigns. Notwithstanding the foregoing, neither party shall assign this Agreement, in whole or in part, to any other Person without the express prior written consent of the other party to this Agreement, determined in such other party’s sole and absolute discretion.

Section 8.6. Governing Law; Severability; Waiver of Jury Trial .

(a) This Agreement is governed by and will be construed in accordance with the laws of the State of Texas, excluding any conflict-of-laws rule or principle (whether under the laws of Texas or any other jurisdiction) that might refer the governance or the construction of this Agreement to the law of another jurisdiction. If any provision of this Agreement or its application to any party or circumstance is held invalid or unenforceable to any extent, the remainder of this Agreement and the application of such provision to other Persons or circumstances will not be affected thereby, and such provision will be enforced to the greatest extent permitted by law.

(b) THE PARTIES HERETO VOLUNTARILY AND IRREVOCABLY SUBMIT TO THE JURISDICTION OF THE COURTS OF THE STATE OF TEXAS AND THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA IN HARRIS COUNTY, TEXAS, OVER ANY DISPUTE BETWEEN THE PARTIES ARISING OUT OF THIS AGREEMENT, AND EACH PARTY IRREVOCABLY AGREE THAT ALL SUCH CLAIMS IN RESPECT OF SUCH DISPUTE SHALL BE HEARD AND DETERMINED IN SUCH COURTS. EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION

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WHICH SUCH PARTY MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH DISPUTE ARISING OUT OF THIS AGREEMENT BROUGHT IN SUCH COURT OR ANY DEFENSE OF INCONVENIENT FORUM FOR THE MAINTENANCE OF SUCH DISPUTE. EACH PARTY AGREES THAT A JUDGMENT IN ANY SUCH DISPUTE MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.

(c) EACH OF THE PARTIES HERETO HEREBY VOLUNTARILY AND IRREVOCABLY WAIVES TRIAL BY JURY IN ANY DISPUTE (AS DEFINED BELOW) OR OTHER PROCEEDING RELATED THERETO BROUGHT IN CONNECTION WITH THIS AGREEMENT.

Section 8.7. Survivability . The various representations, warranties, covenants, agreements and duties in and under this Agreement shall survive the execution and delivery of this Agreement and terminate upon termination or expiration of this Agreement, except for Articles III, VI, VII, VIII and Section  2.5(b) and 2.5(c) .

Section 8.8. Further Assurances . In connection with this Agreement and the transactions contemplated hereby, each party to this Agreement will execute and deliver any additional documents and instruments and perform any additional acts that may be necessary or appropriate to effectuate and perform the provisions of this Agreement and such transactions.

Section 8.9. Confidentiality . Each party to this Agreement will, and will cause each of its directors, officers, agents or other representatives to, keep confidential all non-public information received from or otherwise relating to, the other party to this Agreement and such other party’s subsidiaries, equity holders, properties and businesses (“ Confidential Information ”), and will not, and will not permit its directors, officers, agents and other representatives to, (a) disclose Confidential Information to any other Person other than (i) to another party hereto for a valid business purpose relating to its rights and obligations under this Agreement, (ii) in the case of the Service Provider (and its directors, officers, agents and other representatives), in carrying its duties in the best interests of the Service Recipients, or (iii) in the case of the Service Recipients, to any Person who is a potential acquirer of either or both of the Service Recipients or any of their respective subsidiaries (or of all or substantially all of the assets of either or both of the Service Recipients or any of their respective subsidiaries) so long as such Person is subject to a confidentiality agreement with respect to the Confidential Information, or (b) use Confidential Information for anything other than as necessary and appropriate in carrying out its rights and obligations under this Agreement. The restrictions set forth herein do not apply to any disclosures required by law or regulatory authority (pursuant to the advice of counsel), so long as (x) the Person subject to such disclosure obligations provides prior written notice (to the extent reasonably practicable and permitted by applicable law) to the other party to this Agreement stating the basis upon which the disclosure is asserted to be required, and (y) the Person subject to such disclosure obligations takes all reasonable steps permitted by applicable law (without the obligation to spend money or incur liabilities) to oppose or mitigate any such disclosure. As used herein the term “ Confidential Information ” shall not include information that (i) is or becomes generally available to the public other than as a result of a disclosure by the other party to this Agreement (or its directors, officers, agents or other representatives) in violation of this Agreement, (ii) is or was available to such disclosing party on a non-confidential basis prior to

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its disclosure by the other party to this Agreement or (iii) was or becomes available to such party on a non-confidential basis from a source other than the other party to this Agreement, which source is or was (at the time of receipt of the relevant information) not, to the best of such party’s knowledge, bound by a confidentiality agreement with (or other confidentiality obligation to) the other party to this Agreement.

Section 8.10. Counterparts . This Agreement may be executed in any number of counterparts, by facsimile or electronic signatures or otherwise, with the same effect as if all signatories had signed the same document. All counterparts will be construed together and constitute the same instrument.

Section 8.11. Electronic Transmissions . Each of the parties hereto agrees that (a) any consent or signed document transmitted by electronic transmission shall be treated in all manner and respects as an original written document, (b) any such consent or document shall be considered to have the same binding and legal effect as an original document and (c) at the request of any party hereto, any such consent or document shall be re-delivered or re-executed, as appropriate, by the relevant party or parties in its original form. Each of the parties further agrees that they will not raise the transmission of a consent or document by electronic transmission as a defense in any proceeding or action in which the validity of such consent or document is at issue and hereby forever waives such defense. For purposes of this Agreement, the term “electronic transmission” means any form of communication not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient through an automated process.

(*Remainder of Page Intentionally Left Blank Signature Page Follows*)

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IN WITNESS WHEREOF, each of the undersigned parties has caused this Amended and Restated Administrative Services Agreement to be duly executed by its authorized officer or representative, effective as of the date first written above.

Signature Page to

Amended and Restated Administrative Services Agreement