X0306 4 2017-05-17 0 0001697500 Solaris Oilfield Infrastructure, Inc. SOI 0001227489 BURKE JAMES R 9811 KATY FREEWAY, SUITE 900 HOUSTON TX 77027 1 0 0 0 Options to purchase Class A Common Stock 2.87 2017-05-17 4 A 0 10629 0.00 A 2025-11-20 Class A Common Stock 10629 10629 D Represents options to purchase Class A common stock which became exercisable immediately following the completion of the initial public offering of the Issuer (the "Offering"), and which were granted in 2015 pursuant to the Solaris LLC 2015 Membership Unit Option Plan. In connection with the consummation of the Offering, these options were converted into options under the Solaris Oilfield Infrastructure, Inc. Long-Term Incentive Plan. The options granted under the Solaris LLC 2015 Membership Unit Option Plan had an exercise price of $135.00 per unit, which exercise price was proportionately adjusted in connection with the offering to an exercise price of $2.87 per share. A number of shares of Class B common stock and units in Solaris Oilfield Infrastructure, LLC ("Solaris LLC Units") will be issued to the Reporting Person after the closing of the Offering based on (i) the Reporting Person's equity ownership in Loadcraft Site Services LLC, an entity which intends to distribute the shares of Class B common stock and Solaris LLC Units it received in connection with the Offering on a pro rata basis to its members, and (ii) the 10-day volume weighted average price of the Issuer's Class A common stock following date of its listing on the New York Stock Exchange. Subject to the terms of the Second Amended and Restated Limited Liability Company Agreement of Solaris Oilfield Infrastructure, LLC, the Solaris LLC Units (together with a corresponding number of shares of Class B common stock) are exchangeable from time to time for shares of Class A common stock of the Issuer. /s/ Cynthia M. Durrett, as attorney-in-fact for James R. Burke 2017-05-19