​

Exhibit 10.1

​

CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE OF INFORMATION THAT THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL.

​

AMENDMENT NO. 1 TO

AMENDED AND RESTATED WATER GATHERING AND DISPOSAL AGREEMENT

​

This Amendment No. 1 (“Amendment”) dated effective as of February 15, 2024 (the “Effective Date”), is by and between Solaris Midstream DB-NM, LLC, a Delaware limited liability company (“Gatherer”), COG Operating LLC, a Delaware limited liability company (“COG”), COG Production LLC, a Texas limited liability company (“COGP”), Concho Oil & Gas LLC, a Delaware limited liability company (“CO&G”), and COG Acreage LP, a Texas limited partnership (“COGA”, and with COG, COGP and CO&G collectively herein referred to in the singular as “Producer”). Gatherer and Producer are sometimes referred to in this Amendment individually as a “Party” and collectively as the “Parties”.

​

RECITALS

WHEREAS effective June 11, 2020, Producer and Gatherer entered into an Amended and Restated Water Gathering and Disposal Agreement (the “WGDA”);

​

WHEREAS, the WGDA identifies several Delivery Points in the WGDA;

​

WHEREAS, COG is trading certain interests in a transaction whereby one Delivery Point identified in the WGDA will no longer be required by the Parties and a New Delivery Point is desired to be added to the WGDA; and

​

WHEREAS, the Parties desire to amend the WGDA as set forth herein to, among other things, remove the unneeded Delivery Point from the WGDA and add a New Delivery Point to the WGDA.

​

NOW THEREFORE, in consideration of the premises and of the covenants in this Amendment, together with other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and agreed by each Party, the Parties agree as follows:

​

AGREEMENT

​

​

“All New Delivery Points and all other Delivery Points in effect and being utilized hereunder by the Parties as of a specified date shall be summarized and set forth on Exhibit D-6, which exhibit shall be updated from time to time by mutual agreement of the Parties to delete, revise and/or add Delivery Points, in which event Exhibit D-6 shall be amended to reflect such deletion(s), revision(s) and/or addition(s).”

​

​

​

[SIGNATURE PAGE FOLLOWS]

​

​

IN WITNESS WHEREOF, the Parties have executed this Amendment as of the Effective Date recited above.

​

​

PRODUCER:

COG Operating LLC

​

​

By:     /s/ David J. Sakolosky​ ​ Name: David J. Sakolosky ​ ​ Title:   Attorney-in-Fact ​ ​

​

ACKNOWLEDGMENT

​

​

STATE OF TEXAS§

§

COUNTY OF HARRIS§

This instrument was acknowledged before me on this 15^th day of February 2024 ​ ​by

David J. Sakolosky, Attorney-in-Fact ​ ​of COG Operating LLC, a Delaware limited liability company, on behalf of said company.

​

​

/s/ Erica Adkins​ ​​ ​

Notary Public, State of Texas

​

[SEAL]Erica Adkins

Notary Public, State of Texas

My commission expires:Comm. Expires 01-18-2027

Notary ID 131861163

​

January 18, 2027​ ​​ ​​ ​

​

​

​

​

COG Production LLC

​

​

By:     /s/ David J. Sakolosky​ ​ Name: David J. Sakolosky ​ ​ Title:   Attorney-in-Fact ​ ​

​

ACKNOWLEDGMENT

​

STATE OF TEXAS§

§

COUNTY OF HARRIS§

This instrument was acknowledged before me on this 15^th day of February 2024 ​ ​by

David J. Sakolosky, Attorney-in-Fact ​ ​of COG Production LLC, a Texas limited liability company, on behalf of said company.

​

​

/s/ Erica Adkins​ ​​ ​

Notary Public, State of Texas

​

[SEAL]Erica Adkins

Notary Public, State of Texas

My commission expires:Comm. Expires 01-18-2027

Notary ID 131861163

​

January 18, 2027​ ​​ ​​ ​

​

​

​

Concho Oil & Gas LLC

​

​

By:     /s/ David J. Sakolosky​ ​ Name: David J. Sakolosky ​ ​ Title:   Attorney-in-Fact ​ ​

​

ACKNOWLEDGMENT

​

​

STATE OF TEXAS§

§

COUNTY OF HARRIS§

This instrument was acknowledged before me on this 15^th day of February 2024 ​ ​by

David J. Sakolosky , Attorney-in-Fact ​ ​of Concho Oil & Gas LLC, a Delaware limited liability company, on behalf of said company.

​

​

/s/ Erica Adkins​ ​​ ​

Notary Public, State of Texas

​

[SEAL]Erica Adkins

Notary Public, State of Texas

My commission expires:Comm. Expires 01-18-2027

Notary ID 131861163

​

January 18, 2027​ ​​ ​​ ​

​

​

​

COG Acreage LP

​

By: COG Production LLC, its general partner

​

By:     /s/ David J. Sakolosky​ ​ Name: David J. Sakolosky ​ ​ Title:   Attorney-in-Fact ​ ​

​

ACKNOWLEDGMENT

​

​

STATE OF TEXAS§

§

COUNTY OF HARRIS§

This instrument was acknowledged before me on this 15^th day of February 2024 ​ ​by David J. Sakolosky, Attorney-in-Fact ​ ​ COG Production LLC, as general partner of Concho Acreage LP, a Texas limited partnership, on behalf of said limited partnership.

​

/s/ Erica Adkins​ ​​ ​

Notary Public, State of Texas

​

[SEAL]Erica Adkins

Notary Public, State of Texas

My commission expires:Comm. Expires 01-18-2027

Notary ID 131861163

​

January 18, 2027​ ​​ ​​ ​

​

​

​

​

​

​

EXHIBIT D-6

to

Amended and Restated Water Gathering and Disposal Agreement

Delivery Points

(as of January 29, 2024) Delivery Points

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​