•] Shares SOLARIS OILFIELD INFRASTRUCTURE, INC. Class A common stock FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • April 18th, 2017 • Solaris Oilfield Infrastructure, Inc. • Oil & gas field machinery & equipment • New York
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • April 18th, 2017 • Solaris Oilfield Infrastructure, Inc. • Oil & gas field machinery & equipment • Delaware
This Indemnification Agreement (“Agreement”) is made as of [•], 2017 by and between Solaris Oilfield Infrastructure, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
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 [ ], 2017Tax Receivable Agreement • April 18th, 2017 • Solaris Oilfield Infrastructure, Inc. • Oil & gas field machinery & equipment • Delaware
This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of [ ], 2017, is hereby entered into by and among Solaris Oilfield Infrastructure, Inc., a Delaware corporation (the “Corporate Taxpayer”), the TRA Holders and the Agents.
FORM OF SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF SOLARIS OILFIELD INFRASTRUCTURE, LLC DATED AS OF [•], 2017Limited Liability Company Agreement • April 18th, 2017 • Solaris Oilfield Infrastructure, Inc. • Oil & gas field machinery & equipment • Delaware
This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as amended, supplemented or restated from time to time, this “Agreement”) is entered into as of [•], 2017, by and among Solaris Oilfield Infrastructure, LLC, a Delaware limited liability company (the “Company”), Solaris Oilfield Infrastructure, Inc. (“PubCo”), and each other Person who is or at any time becomes a Member in accordance with the terms of this Agreement and the Act. Capitalized terms used herein and not otherwise defined have the respective meanings set forth in Section 1.1.
SOLARIS OILFIELD INFRASTRUCTURE, INC. LONG TERM INCENTIVE PLAN FORM OF RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • April 18th, 2017 • Solaris Oilfield Infrastructure, Inc. • Oil & gas field machinery & equipment • Delaware
This Restricted Stock Agreement (“Agreement”) is made and entered into as of the Grant Date by and between Solaris Oilfield Infrastructure, Inc., a Delaware corporation (the “Company”), and you.
FORM OF AMENDED AND RESTATED ADMINISTRATIVE SERVICES AGREEMENTAdministrative Services Agreement • April 18th, 2017 • Solaris Oilfield Infrastructure, Inc. • Oil & gas field machinery & equipment • Texas
THIS AMENDED AND RESTATED ADMINISTRATIVE SERVICES AGREEMENT (this “Agreement”) is made and entered into effective as of , 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.
SOLARIS OILFIELD INFRASTRUCTURE, INC. LONG TERM INCENTIVE PLAN FORM OF STOCK OPTION AGREEMENTForm of Stock Option Agreement • April 18th, 2017 • Solaris Oilfield Infrastructure, Inc. • Oil & gas field machinery & equipment • Delaware
This Stock Option Agreement (this “Agreement”) is made and entered into as of the Grant Date by and between Solaris Oilfield Infrastructure, Inc., a Delaware corporation (the “Company”) and you.
