Common use of BURRO PARTIES Clause in Contracts

BURRO PARTIES. CSI COMPRESSCO LP By: CSI COMPRESSCO GP LLC, its general partner By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Chief Executive Officer CSI COMPRESSCO GP LLC By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Chief Executive Officer IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized. KODIAK GAS SERVICES INC. By: /s/ Xxxxxx X. XxXxx Name: Xxxxxx X. XxXxx Title: President and Chief Executive Officer EXHIBIT A Unitholders Unitholder Address Partnership Common Units Percentage of Outstanding Partnership Common Units CSI Compressco Investments LLC 0000 Xxxxxx Xxxxxxx Boulevard, Suite 200 The Woodlands, Texas 77380 3,489,221 2.46 % CSI Compressco GP LLC 0000 Xxxxxx Xxxxxxx Boulevard, Suite 200 The Woodlands, Texas 77380 7,463,257 5.26 % Spartan Energy Partners LP 0000 Xxxxxx Xxxxxxx Boulevard, Suite 200 The Woodlands, Texas 77380 52,872,399 37.24 % Totals — 63,824,877 44.95 % [EXHIBIT A] EXHIBIT B Form of Written Consent [Attached] [EXHIBIT B] WRITTEN CONSENT OF [INSERT NAME OF UNITHOLDER] [•], 2024 Pursuant to Section 2.1 of that certain Support and Lockup Agreement, dated as of December 19, 2023, by and among Kodiak Gas Services, Inc., a Delaware corporation (“Kick”), CSI Compressco LP, a Delaware limited partnership (the “Partnership”), and CSI Compressco GP LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner” and, together with the Partnership, the “Burro Parties”), the undersigned unitholder hereby provides its written consent to the matters set forth below. The undersigned unitholder’s common units of the Partnership (the “Partnership Common Units”) will be tabulated and voted on the proposal as indicated below. Any executed written consent returned without indicating a decision on the proposal will be voted to APPROVE the proposal. The undersigned, being a record holder as of the close of business on [•] of [•] Partnership Common Units, hereby acknowledges receipt of the consent statement/prospectus, which is part of the registration statement on Form S-4 (No. 333-[•]) of Kick, and which more fully describes the proposal below. The undersigned record holder of [•] Partnership Common Units also hereby consents to, and does hereby approve, the Agreement and Plan of Merger, dated as of December 19, 2023, as such agreement may be amended from time to time, by and among Kick, Kodiak Gas Services, LLC, a Delaware limited liability company (“OpCo”), Kick Stock Merger Sub, LLC, a Delaware limited liability company (“Stock Merger Sub”), Kick GP Merger Sub, LLC, a Delaware limited liability company (“GP Merger Sub”), Kick LP Merger Sub, LLC, a Delaware limited liability company (“Unit Merger Sub”), and the Burro Parties (the “Merger Agreement”), pursuant to which, among other things, (a) Stock Merger Sub will merge with and into the Partnership (the “Initial LP Merger”), with the Partnership surviving the Merger as a subsidiary of Kick, (b) the Partnership will cause Frontier Acquisition I, Inc. a Delaware corporation and the managing member of OpCo (“Frontier I”), to contribute the limited liability company interests to be converted into Partnership Common Units to OpCo, and in exchange therefor, OpCo will issue to Frontier I a number of units of OpCo equal to the number of shares of common stock, par value $0.01 per share, of Kick (“Kick Common Stock”) issued in the Initial LP Merger, (c) GP Merger Sub will merge with and into the General Partner (the “Initial GP Merger”), with the General Partner surviving the Initial GP Merger as a Subsidiary of OpCo and (d) Unit Merger Sub will merge with and into the Partnership (the “Unit Merger” and together with the Initial LP Merger and GP Merger, the “Mergers”), with the Partnership surviving the Unit Merger as a subsidiary of OpCo, and the transactions contemplated by the Merger Agreement, including the Mergers. By signing this written consent, a unitholder of the Partnership shall be deemed to have voted in favor of the proposal described above with respect to all Partnership Common Units which it is entitled to vote. APPROVE ☐ DISAPPROVE ☐ ABSTAIN ☐ IMPORTANT: PLEASE DATE AND SIGN THE CONSENT BELOW. Please execute, date, sign and return this Written Consent promptly to the Partnership by emailing a .pdf copy of your written consent to xxxxx.xxxxxxxx@xxxxxxxxxxxxx.xxx and (ii) to Kick, by emailing a .pdf copy of your written consent to [•]@[•].com with a copy to [•]. IF AN ENTITY (please print or type complete name of entity) By: (duly authorized signature) Name: (please print or type full name) Title: (please print or type full name) Date:

Appears in 2 contracts

Samples: Support and Lockup Agreement (CSI Compressco LP), Support and Lockup Agreement (CSI Compressco LP)

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BURRO PARTIES. CSI COMPRESSCO LP By: CSI COMPRESSCO Compressco GP LLC, its general partner By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Chief Executive Officer CSI COMPRESSCO GP LLC By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Chief Executive Officer IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized. KODIAK GAS SERVICES SERVICES, INC. By: /s/ Xxxxxx X. XxXxx Name: Xxxxxx X. XxXxx Title: President and Chief Executive Officer EXHIBIT A Unitholders Unitholder Address Partnership Common Units Percentage of Outstanding Partnership Common Units CSI Compressco Investments LLC 0000 Xxxxxx Merced Capital L.P. 000 Xxxxxxx BoulevardXxxxxxx, Suite 200 The Woodlands1110 Minnetonka, Texas 77380 3,489,221 2.46 % CSI Compressco GP LLC 0000 Xxxxxx Xxxxxxx Boulevard, Suite 200 The Woodlands, Texas 77380 7,463,257 5.26 % Spartan Energy Partners LP 0000 Xxxxxx Xxxxxxx Boulevard, Suite 200 The Woodlands, Texas 77380 52,872,399 37.24 MN 55305 7,736,528 5.45 % Totals — 63,824,877 44.95 7,736,528 5.45 % [EXHIBIT A] EXHIBIT B Form of Written Consent [Attached] [EXHIBIT B] WRITTEN CONSENT OF [INSERT NAME OF UNITHOLDER] [•], 2024 Pursuant to Section 2.1 of that certain Support and Lockup Agreement, dated as of December 19, 2023, by and among Kodiak Gas Services, Inc., a Delaware corporation (“Kick”), CSI Compressco LP, a Delaware limited partnership (the “Partnership”), and CSI Compressco GP LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner” and, together with the Partnership, the “Burro Parties”), the undersigned unitholder hereby provides its written consent to the matters set forth below. The undersigned unitholder’s common units of the Partnership (the “Partnership Common Units”) will be tabulated and voted on the proposal as indicated below. Any executed written consent returned without indicating a decision on the proposal will be voted to APPROVE the proposal. The undersigned, being a record holder as of the close of business on [•] of [•] Partnership Common Units, hereby acknowledges receipt of the consent statement/prospectus, which is part of the registration statement on Form S-4 (No. 333-[•]) of Kick, and which more fully describes the proposal below. The undersigned record holder of [•] Partnership Common Units also hereby consents to, and does hereby approve, the Agreement and Plan of Merger, dated as of December 19, 2023, as such agreement may be amended from time to time, by and among Kick, Kodiak Gas Services, LLC, a Delaware limited liability company (“OpCo”), Kick Stock Merger Sub, LLC, a Delaware limited liability company (“Stock Merger Sub”), Kick GP Merger Sub, LLC, a Delaware limited liability company (“GP Merger Sub”), Kick LP Merger Sub, LLC, a Delaware limited liability company (“Unit Merger Sub”), and the Burro Parties (the “Merger Agreement”), pursuant to which, among other things, (a) Stock Merger Sub will merge with and into the Partnership (the “Initial LP Merger”), with the Partnership surviving the Merger as a subsidiary of Kick, (b) the Partnership will cause Frontier Acquisition I, Inc. a Delaware corporation and the managing member of OpCo (“Frontier I”), to contribute the limited liability company interests to be converted into Partnership Common Units to OpCo, and in exchange therefor, OpCo will issue to Frontier I a number of units of OpCo equal to the number of shares of common stock, par value $0.01 per share, of Kick (“Kick Common Stock”) issued in the Initial LP Merger, (c) GP Merger Sub will merge with and into the General Partner (the “Initial GP Merger”), with the General Partner surviving the Initial GP Merger as a Subsidiary of OpCo and (d) Unit Merger Sub will merge with and into the Partnership (the “Unit Merger” and together with the Initial LP Merger and GP Merger, the “Mergers”), with the Partnership surviving the Unit Merger as a subsidiary of OpCo, and the transactions contemplated by the Merger Agreement, including the Mergers. By signing this written consent, a unitholder of the Partnership shall be deemed to have voted in favor of the proposal described above with respect to all Partnership Common Units which it is entitled to vote. APPROVE ☐ DISAPPROVE ☐ ABSTAIN ☐ IMPORTANT: PLEASE DATE AND SIGN THE CONSENT BELOW. Please execute, date, sign and return this Written Consent promptly to the Partnership by emailing a .pdf copy of your written consent to xxxxx.xxxxxxxx@xxxxxxxxxxxxx.xxx and (ii) to Kick, by emailing a .pdf copy of your written consent to [•]@[•].com with a copy to [•]. IF AN ENTITY (please print or type complete name of entity) By: (duly authorized signature) Name: (please print or type full name) Title: (please print or type full name) Date:

Appears in 2 contracts

Samples: Support and Lockup Agreement (CSI Compressco LP), Support and Lockup Agreement (CSI Compressco LP)

BURRO PARTIES. CSI COMPRESSCO LP By: CSI COMPRESSCO GP LLC, its general partner By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Chief Executive Officer CSI COMPRESSCO GP LLC By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Chief Executive Officer IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized. KODIAK GAS SERVICES SERVICES, INC. By: /s/ Xxxxxx X. XxXxx Name: Xxxxxx X. XxXxx Title: President and Chief Executive Officer EXHIBIT A Unitholders Unitholder Address Partnership Common Units Percentage of Outstanding Partnership Common Units CSI Compressco Investments LLC 0000 Orvieto Fund L.P. 00 Xxxxxx Xxxxxxx BoulevardXxxxx Xxxxxx, Suite 200 The WoodlandsXxxxx 000, Texas 77380 3,489,221 2.46 % CSI Compressco GP LLC 0000 Xxxxxx Xxxxxxx BoulevardXxxxxx, Suite 200 The Woodlands, Texas 77380 7,463,257 5.26 % Spartan Energy Partners LP 0000 Xxxxxx Xxxxxxx Boulevard, Suite 200 The Woodlands, Texas 77380 52,872,399 37.24 XX 00000 4,299,150 3.03 % Totals — 63,824,877 44.95 4,299,150 3.03 % [EXHIBIT A] EXHIBIT B Form of Written Consent [Attached] [EXHIBIT B] WRITTEN CONSENT OF [INSERT NAME OF UNITHOLDER] [•], 2024 Pursuant to Section 2.1 of that certain Support and Lockup Agreement, dated as of December 19, 2023, by and among Kodiak Gas Services, Inc., a Delaware corporation (“Kick”), CSI Compressco LP, a Delaware limited partnership (the “Partnership”), and CSI Compressco GP LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner” and, together with the Partnership, the “Burro Parties”), the undersigned unitholder hereby provides its written consent to the matters set forth below. The undersigned unitholder’s common units of the Partnership (the “Partnership Common Units”) will be tabulated and voted on the proposal as indicated below. Any executed written consent returned without indicating a decision on the proposal will be voted to APPROVE the proposal. The undersigned, being a record holder as of the close of business on [•] of [•] Partnership Common Units, hereby acknowledges receipt of the consent statement/prospectus, which is part of the registration statement on Form S-4 (No. 333-[•]) of Kick, and which more fully describes the proposal below. The undersigned record holder of [•] Partnership Common Units also hereby consents to, and does hereby approve, the Agreement and Plan of Merger, dated as of December 19, 2023, as such agreement may be amended from time to time, by and among Kick, Kodiak Gas Services, LLC, a Delaware limited liability company (“OpCo”), Kick Stock Merger Sub, LLC, a Delaware limited liability company (“Stock Merger Sub”), Kick GP Merger Sub, LLC, a Delaware limited liability company (“GP Merger Sub”), Kick LP Merger Sub, LLC, a Delaware limited liability company (“Unit Merger Sub”), and the Burro Parties (the “Merger Agreement”), pursuant to which, among other things, (a) Stock Merger Sub will merge with and into the Partnership (the “Initial LP Merger”), with the Partnership surviving the Merger as a subsidiary of Kick, (b) the Partnership will cause Frontier Acquisition I, Inc. a Delaware corporation and the managing member of OpCo (“Frontier I”), to contribute the limited liability company interests to be converted into Partnership Common Units to OpCo, and in exchange therefor, OpCo will issue to Frontier I a number of units of OpCo equal to the number of shares of common stock, par value $0.01 per share, of Kick (“Kick Common Stock”) issued in the Initial LP Merger, (c) GP Merger Sub will merge with and into the General Partner (the “Initial GP Merger”), with the General Partner surviving the Initial GP Merger as a Subsidiary of OpCo and (d) Unit Merger Sub will merge with and into the Partnership (the “Unit Merger” and together with the Initial LP Merger and GP Merger, the “Mergers”), with the Partnership surviving the Unit Merger as a subsidiary of OpCo, and the transactions contemplated by the Merger Agreement, including the Mergers. By signing this written consent, a unitholder of the Partnership shall be deemed to have voted in favor of the proposal described above with respect to all Partnership Common Units which it is entitled to vote. APPROVE ☐ DISAPPROVE ☐ ABSTAIN ☐ IMPORTANT: PLEASE DATE AND SIGN THE CONSENT BELOW. Please execute, date, sign and return this Written Consent promptly to the Partnership by emailing a .pdf copy of your written consent to xxxxx.xxxxxxxx@xxxxxxxxxxxxx.xxx and (ii) to Kick, by emailing a .pdf copy of your written consent to [•]@[•].com with a copy to [•]. IF AN ENTITY (please print or type complete name of entity) By: (duly authorized signature) Name: (please print or type full name) Title: (please print or type full name) Date:

Appears in 2 contracts

Samples: Support and Lockup Agreement (CSI Compressco LP), Support and Lockup Agreement (CSI Compressco LP)

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BURRO PARTIES. CSI COMPRESSCO LP By: CSI COMPRESSCO GP LLC, its general partner By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Chief Executive Officer CSI COMPRESSCO GP LLC By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Chief Executive Officer IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized. KODIAK GAS SERVICES SERVICES, INC. By: /s/ Xxxxxx X. XxXxx Name: Xxxxxx X. XxXxx Title: President and Chief Executive Officer EXHIBIT A Unitholders Unitholder Address Partnership Common Units Percentage of Outstanding Partnership Common Units CSI Compressco Investments LLC Xxxx X. Xxxxxxx 0000 Xxxxxx Xxxxxxx BoulevardBlvd, Suite Ste 200 The Woodlands, Texas TX 77380 3,489,221 2.46 863,109 0.61% CSI Compressco GP LLC Xxxxxxxx Xxxxx 0000 Xxxxxx Xxxxxxx BoulevardBlvd, Suite Ste 200 The Woodlands, Texas TX 77380 7,463,257 5.26 735,852 0.52% Spartan Energy Partners LP Xxxxxx Xxxxx 0000 Xxxxxx Xxxxxxx BoulevardBlvd, Suite Ste 200 The Woodlands, Texas TX 77380 52,872,399 37.24 556,816 0.39% Totals — 63,824,877 44.95 2,155,777 1.52 % [EXHIBIT A] EXHIBIT B Form of Written Consent [Attached] [EXHIBIT B] WRITTEN CONSENT OF [INSERT NAME OF UNITHOLDER] [•], 2024 Pursuant to Section 2.1 of that certain Support and Lockup Agreement, dated as of December 19, 2023, by and among Kodiak Gas Services, Inc., a Delaware corporation (“Kick”), CSI Compressco LP, a Delaware limited partnership (the “Partnership”), and CSI Compressco GP LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner” and, together with the Partnership, the “Burro Parties”), the undersigned unitholder hereby provides its written consent to the matters set forth below. The undersigned unitholder’s common units of the Partnership (the “Partnership Common Units”) will be tabulated and voted on the proposal as indicated below. Any executed written consent returned without indicating a decision on the proposal will be voted to APPROVE the proposal. The undersigned, being a record holder as of the close of business on [•] of [•] Partnership Common Units, hereby acknowledges receipt of the consent statement/prospectus, which is part of the registration statement on Form S-4 (No. 333-[•]) of Kick, and which more fully describes the proposal below. The undersigned record holder of [•] Partnership Common Units also hereby consents to, and does hereby approve, the Agreement and Plan of Merger, dated as of December 19, 2023, as such agreement may be amended from time to time, by and among Kick, Kodiak Gas Services, LLC, a Delaware limited liability company (“OpCo”), Kick Stock Merger Sub, LLC, a Delaware limited liability company (“Stock Merger Sub”), Kick GP Merger Sub, LLC, a Delaware limited liability company (“GP Merger Sub”), Kick LP Merger Sub, LLC, a Delaware limited liability company (“Unit Merger Sub”), and the Burro Parties (the “Merger Agreement”), pursuant to which, among other things, (a) Stock Merger Sub will merge with and into the Partnership (the “Initial LP Merger”), with the Partnership surviving the Merger as a subsidiary of Kick, (b) the Partnership will cause Frontier Acquisition I, Inc. a Delaware corporation and the managing member of OpCo (“Frontier I”), to contribute the limited liability company interests to be converted into Partnership Common Units to OpCo, and in exchange therefor, OpCo will issue to Frontier I a number of units of OpCo equal to the number of shares of common stock, par value $0.01 per share, of Kick (“Kick Common Stock”) issued in the Initial LP Merger, (c) GP Merger Sub will merge with and into the General Partner (the “Initial GP Merger”), with the General Partner surviving the Initial GP Merger as a Subsidiary of OpCo and (d) Unit Merger Sub will merge with and into the Partnership (the “Unit Merger” and together with the Initial LP Merger and GP Merger, the “Mergers”), with the Partnership surviving the Unit Merger as a subsidiary of OpCo, and the transactions contemplated by the Merger Agreement, including the Mergers. By signing this written consent, a unitholder of the Partnership shall be deemed to have voted in favor of the proposal described above with respect to all Partnership Common Units which it is entitled to vote. APPROVE ☐ DISAPPROVE ☐ ABSTAIN ☐ IMPORTANT: PLEASE DATE AND SIGN THE CONSENT BELOW. Please execute, date, sign and return this Written Consent promptly to the Partnership by emailing a .pdf copy of your written consent to xxxxx.xxxxxxxx@xxxxxxxxxxxxx.xxx and (ii) to Kick, by emailing a .pdf copy of your written consent to [•]@[•].com with a copy to [•]. IF AN ENTITY (please print or type complete name of entity) By: (duly authorized signature) Name: (please print or type full name) Title: (please print or type full name) Date:

Appears in 2 contracts

Samples: Support and Lockup Agreement (CSI Compressco LP), Support and Lockup Agreement (CSI Compressco LP)

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