X0306 4 2017-05-17 0 0001697500 Solaris Oilfield Infrastructure, Inc. SOI 0001370287 Keenan W Howard JR 410 PARK AVENUE 19TH FLOOR NEW YORK NY 10022 1 0 0 0 Class B Common Stock 2017-05-17 4 A 0 15022824 0.00 A 15022824 I See Footnote Solaris Oilfield Infrastructure, LLC Units 0.00 2017-05-17 4 A 0 15022824 0.00 A Class A Common Stock 15022824 15022824 I See Footnote Each share of Class B common stock has no economic rights but entitles its holder to one vote on all matters to be voted on by stockholders generally. Upon closing of the initial public offering (the "Offering") of Solaris Oilfield Infrastructure, Inc. (the "Issuer"), (i) the First Amended and Restated Limited Liability Company Agreement of Solaris Oilfield Infrastructure, LLC ("Solaris LLC"), of which the Issuer is the managing member, was amended and restated (as amended and restated, the "Solaris LLC Agreement") to, among other things, convert all of the membership interests in Solaris LLC held by its existing owners, into a single class of units in Solaris LLC referred to as Solaris LLC Units and (ii) Solaris LLC distributed to each of its members, including Yorktown Energy Partners X, L.P., a Delaware limited partnership ("Yorktown X"), one share of Class B common stock for each Solaris LLC Unit held by such member. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for Section 16 or any other purpose. These securities are owned directly by Yorktown X. The reporting person is a member and manager of Yorktown X Associates LLC, the general partner of Yorktown X Company LP, the general partner of Yorktown X. Subject to the terms of the Solaris LLC Agreement, 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/ W. Howard Keenan, Jr. 2017-05-19