INDEMNIFICATION AGREEMENTIndemnification Agreement • March 2nd, 2017 • Select Energy Services, Inc. • Oil & gas field services, nec • Delaware
This Indemnification Agreement (“Agreement”) is made as of December 20, 2016, by and between Select Energy Services, Inc., a Delaware corporation (the “Corporation”), and (“Indemnitee”).
Select Energy Services, Inc. Class A Common Stock FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • April 12th, 2017 • Select Energy Services, Inc. • Oil & gas field services, nec • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 2nd, 2017 • Select Energy Services, Inc. • Oil & gas field services, nec • New York
This Agreement is made pursuant to the Purchase/Placement Agreement (the “Purchase/Placement Agreement”), dated as of February 9, 2017, between the Company and FBR in connection with the purchase and sale or placement of an aggregate of 9,250,000 Class A-1 Shares (plus up to an additional 1,387,500 Class A-1 Shares that FBR has the option to purchase or place to cover additional allotments, if any). In order to induce FBR to enter into the Purchase/Placement Agreement, the Company has agreed to provide the registration rights provided for in this Agreement to FBR, the Participants and their respective direct and indirect transferees. The execution of this Agreement is a condition to the closing of the transactions contemplated by the Purchase/Placement Agreement. Pursuant to the Company’s amended and restated certificate of incorporation (the “Company Charter”), the Class A-1 Shares are convertible into an equivalent number of shares of Class A common stock, $0.01 par value per share (
Select Energy Services, Inc. 8,700,000 Shares of Class A Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • April 26th, 2017 • Select Energy Services, Inc. • Oil & gas field services, nec • New York
EMPLOYMENT AGREEMENTEmployment Agreement • May 5th, 2021 • Select Energy Services, Inc. • Oil & gas field services, nec
This Employment Agreement (“Agreement”) is made and entered into by and between Select Energy Services, LLC, a Delaware limited liability company (the “Company”), and Brian Szymanski (“Employee”) effective as of March 1, 2021 (the “Effective Date”).
EMPLOYMENT AGREEMENTEmployment Agreement • August 7th, 2019 • Select Energy Services, Inc. • Oil & gas field services, nec
This Employment Agreement (“Agreement”) is made and entered into by and between Select Energy Services, LLC, a Delaware limited liability company (the “Company”), and Mitchell Shauf (“Employee”) effective as of January 14, 2019 (the “Effective Date”).
TAX RECEIVABLE AGREEMENT by and among SELECT ENERGY SERVICES, INC., CRESTVIEW PARTNERS II SES INVESTMENT B, LLC, and CRESTVIEW PARTNERS II GP, L.P. DATED AS OF DECEMBER 19, 2016Tax Receivable Agreement • March 2nd, 2017 • Select Energy Services, Inc. • Oil & gas field services, nec • Delaware
This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of December 19, 2016, is hereby entered into by and among Select Energy Services, Inc., a Delaware corporation (the “Corporate Taxpayer”), the TRA Holders and the Agent.
EMPLOYMENT AGREEMENTEmployment Agreement • March 1st, 2019 • Select Energy Services, Inc. • Oil & gas field services, nec • Texas
Nonstatutory Stock Option Agreement dated March 14, 2011 with Reef Services Holdings, Inc. Nonstatutory Stock Option Agreement dated March 14, 2011 with Red Oak Water Transfer, Inc.
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 19th, 2017 • Select Energy Services, Inc. • Oil & gas field services, nec • New York
This Amended and Restated Registration Rights Agreement (this “Agreement”) is made as of July 18, 2017, by and among Select Energy Services, Inc., a Delaware corporation (the “Company”), the parties identified as “Investors” on the signature page hereto and any parties identified on the signature page of any joinder agreements executed and delivered pursuant to Section 11 hereof (each, including the Investors, a “Holder” and, collectively, the “Holders”). Capitalized terms used but not otherwise defined herein are defined in Section 1 hereof.
MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • March 2nd, 2017 • Select Energy Services, Inc. • Oil & gas field services, nec • Delaware
This MANAGEMENT SERVICES AGREEMENT dated as of December 19, 2016 (this “Agreement”), by and between SELECT ENERGY SERVICES, INC., a Delaware corporation (the “Company”) and CRESTVIEW ADVISORS, L.L.C., a Delaware limited liability company (the “Management Provider”).
SELECT ENERGY SERVICES, INC. 2016 EQUITY INCENTIVE PLAN STOCK OPTION AGREEMENTStock Option Agreement • March 1st, 2019 • Select Energy Services, Inc. • Oil & gas field services, nec • Delaware
This STOCK OPTION AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Select Energy Services, Inc., a Delaware corporation (the “Company”), and the Participant, pursuant to which the Company grants the Participant an option (the “Option”) to purchase from the Company, for the Exercise Price Per Share, up to the number of Shares set forth above pursuant to the Select Energy Services, Inc. 2016 Equity Incentive Plan (the “Plan”). Capitalized terms not otherwise defined in this Agreement shall have the meaning given to them in the Plan. The Option is not intended to be subject to Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”).
TERMINATION AGREEMENTTermination Agreement • December 29th, 2017 • Select Energy Services, Inc. • Oil & gas field services, nec • Delaware
This TERMINATION AGREEMENT (this “Agreement”), dated as of December 29, 2017, is entered into by and between Select Energy Services, Inc., a Delaware corporation (“Select”), and Crestview Advisors, L.L.C., a Delaware limited liability company (the “Management Provider”). Select and the Management Provider are sometimes referred to collectively as the “Parties” and individually as a “Party.”
SELECT ENERGY SERVICES, INC. STOCK OPTION AGREEMENTStock Option Agreement • April 28th, 2017 • Select Energy Services, Inc. • Oil & gas field services, nec • Delaware
This STOCK OPTION AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Select Energy Services, Inc., a Delaware corporation (the “Company”) and the Participant, pursuant to which the Company grants the Participant an option (the “Option”) to purchase from the Company, for the Exercise Price Per Share, up to the number of Shares set forth above pursuant to the Select Energy Services, Inc. 2016 Equity Incentive Plan (the “Plan”). Capitalized terms not otherwise defined in this Agreement shall have the meaning given to them in the Plan. The Option is not intended to be subject to Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”).
AMENDED AND RESTATED CREDIT AGREEMENT dated as of March 17, 2022, among SELECT ENERGY SERVICES, LLC, as Borrower, SES HOLDINGS, LLC, as Parent, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, Issuing Lender and Swingline Lender, WELLS...Credit Agreement • March 18th, 2022 • Select Energy Services, Inc. • Oil & gas field services, nec • New York
This Amended and Restated Credit Agreement dated as of March 17, 2022 (the "Agreement") is among SELECT ENERGY SERVICES, LLC, a Delaware limited liability company ("Borrower"), SES HOLDINGS, LLC, a Delaware limited liability company ("Parent"), the Lenders (as defined below), WELLS FARGO BANK, NATIONAL ASSOCIATION, as Swingline Lender (as defined below), Issuing Lender (as defined below), and as Administrative Agent (as defined below) for the Lenders, WELLS FARGO CAPITAL FINANCE, LLC, as Sustainability Structuring Agent, and WELLS FARGO BANK, NATIONAL ASSOCIATION and BANK OF AMERICA, N.A., as joint lead arrangers (in such capacity, together with their successors and assigns in such capacity, the "Joint Lead Arrangers") and as joint book runners (in such capacity, together with their successors and assigns in such capacity, the "Joint Book Runners").
EIGHTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF SES HOLDINGS, LLC DATED AS OF DECEMBER 19, 2016Limited Liability Company Agreement • March 2nd, 2017 • Select Energy Services, Inc. • Oil & gas field services, nec • Delaware
This EIGHTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as amended, supplemented or restated from time to time, this “Agreement”) is entered into as of December 19, 2016, by and among SES Holdings, LLC, a Delaware limited liability company (the “Company”), 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.
AMENDMENT NO. 1 TO EIGHTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF SES HOLDINGS, LLCLimited Liability Company Agreement • March 1st, 2019 • Select Energy Services, Inc. • Oil & gas field services, nec • Delaware
THIS AMENDMENT NO. 1 (this “Amendment”) to the Eighth Amended and Restated Limited Liability Company Agreement of SES Holdings, LLC, a Delaware limited liability company (the “Company”), dated as of December 19, 2016 (the “Agreement”), is entered into as of November 1, 2017, by Select Energy Services, Inc., a Delaware corporation and the managing member of the Company (the “Managing Member”). Capitalized terms used but not defined herein are defined in the Agreement.
AMENDMENT NO. 1 TOTax Receivable Agreement • August 11th, 2017 • Select Energy Services, Inc. • Oil & gas field services, nec • Delaware
This AMENDMENT NO. 1 (this “Amendment”), dated as of July 18, 2017, to that certain Tax Receivable Agreement, dated as of December 19, 2016 (the “Agreement”), by and among Select Energy Services, Inc., a Delaware corporation (the “Corporate Taxpayer”), the TRA Holders and the Agent. Capitalized terms used but not defined herein have the meanings given such terms in the Agreement.
FORM OF LOCK-UP AGREEMENT December , 2016Select Energy Services, Inc. • May 26th, 2017 • Oil & gas field services, nec • New York
WAIVER AND AMENDMENT NO. 16 TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • June 16th, 2017 • Select Energy Services, Inc. • Oil & gas field services, nec • New York
This Waiver and Amendment No. 16 to Amended and Restated Credit Agreement (this “Agreement”) dated as of June 13, 2017 (the “Effective Date”), is among Select Energy Services, LLC, a Delaware limited liability company (the “Borrower”), the subsidiaries of the Borrower party hereto (collectively, the “Subsidiary Guarantors”), SES Holdings, LLC, a Delaware limited liability company and the parent company of the Borrower (the “Parent Company”; together with the Subsidiary Guarantors, collectively, the “Affiliate Guarantors”; and the Affiliate Guarantors together with the Borrower, collectively, the “Guarantors” and each a “Guarantor”), Wells Fargo Bank, National Association, as administrative agent (in such capacity, the “Administrative Agent”), issuing lender (in such capacity, the “Issuing Lender”) and swing line lender (in such capacity, the “Swing Line Lender”), and the Lenders (as defined below).
SUCCESS BONUS AGREEMENTSuccess Bonus Agreement • May 19th, 2017 • Select Energy Services, Inc. • Oil & gas field services, nec • Delaware
This Success Bonus Agreement (this “Agreement”) dated as of May __, 2017 (the “Effective Date”), is between [Select Energy Services, LLC] [Select Energy Services, Inc.]1 (the “Company”) and __________ (“Employee”).
SEPARATION AND CONSULTING AGREEMENTSeparation and Consulting Agreement • November 4th, 2020 • Select Energy Services, Inc. • Oil & gas field services, nec • Texas
This Separation and Consulting Agreement (this “Separation Agreement”) among Select Energy Services, Inc. (the “Company”), Select Energy Services, LLC (“Select LLC”) and Mitchell M. Shauf (“you” and similar words) sets forth certain terms of your separation from the Company and Select LLC.
SUPPORT AGREEMENTSupport Agreement • December 13th, 2021 • Select Energy Services, Inc. • Oil & gas field services, nec • Delaware
THIS SUPPORT AGREEMENT, dated as of December 12, 2021 (this “Agreement”), is entered into by and among Select Energy Services, Inc., a Delaware corporation (“Parent”), Navy Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), Navy Holdco, LLC, a Delaware limited liability company (“Holdco LLC” and, together with Parent and Merger Sub, the “Parent Parties”), Nuverra Environmental Solutions, Inc., a Delaware corporation (the “Company”), and Gates Capital Management, Inc., a Delaware corporation (the “Stockholder”).
AMENDMENT NO. 2 TO TAX RECEIVABLE AGREEMENTTax Receivable Agreement • August 3rd, 2023 • Select Water Solutions, Inc. • Oil & gas field services, nec
This AMENDMENT NO. 2 (this “Amendment”), dated as of June 23, 2023, to that certain Tax Receivable Agreement, dated as of December 19, 2016 (as amended prior to the date hereof, the “Agreement”), by and among Select Energy Services, Inc., a Delaware corporation (the “Corporate Taxpayer”), the other signatories hereto (collectively, the “TRA Holders”) and the Agents. Capitalized terms used but not defined herein have the meanings given such terms in the Agreement.
EMPLOYMENT AGREEMENTEmployment Agreement • March 1st, 2019 • Select Energy Services, Inc. • Oil & gas field services, nec
This Employment Agreement (“Agreement”) is made and entered into by and between Select Energy Services, LLC, a Delaware limited liability company (the “Company”), and Michael Skarke (“Employee”) effective as of January 14, 2019 (the “Effective Date”).
AMENDMENT NO. 1 TO TAX RECEIVABLE AGREEMENTTax Receivable Agreement • August 11th, 2017 • Select Energy Services, Inc. • Oil & gas field services, nec • Delaware
This AMENDMENT NO. 1 (this “Amendment”), dated as of July 18, 2017, to that certain Tax Receivable Agreement, dated as of December 19, 2016 (the “Agreement”), by and among Select Energy Services, Inc., a Delaware corporation (the “Corporate Taxpayer”), the TRA Holders and the Agents. Capitalized terms used but not defined herein have the meanings given such terms in the Agreement.
SEPARATION AGREEMENTSeparation Agreement • March 1st, 2019 • Select Energy Services, Inc. • Oil & gas field services, nec • Texas
This Separation Agreement and General Release of Claims (this “Agreement”) is entered into by and between Gary M. Gillette (“Employee”) and Select Energy Services, LLC, a Delaware limited liability company (the “Company”). Select Energy Services, Inc., a Delaware corporation (“Parent”), joins this Agreement for the limited purpose of acknowledging and agreeing to Sections 2(d) and 3 below.
Form of Lock-Up AgreementSelect Energy Services, Inc. • May 26th, 2017 • Oil & gas field services, nec • New York
As an inducement to the underwriters to execute the Underwriting Agreement (the "Underwriting Agreement"), pursuant to which an offering (the "Offering") will be made that is intended to result in the establishment of a public market for Class A common stock, par value $0.01 per share (the "Securities") of Select Energy Services, Inc., and any successor (by merger or otherwise) thereto, (the "Company"), the undersigned hereby agrees that during the period specified in the following paragraph (the "Lock-Up Period"), the undersigned will not offer, pledge, sell, contract to sell, grant any option, right or warrant for the sale of, lend or otherwise dispose of or transfer, directly or indirectly, Lock-Up Securities, enter into a transaction which would have the same effect, or enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of Lock-Up Securities, whether any such aforementioned transaction is to be settled by delive
RELEASE AGREEMENTRelease Agreement • May 5th, 2021 • Select Energy Services, Inc. • Oil & gas field services, nec • Texas
This Release Agreement (this “Agreement”) constitutes the release referred to in that certain Employment Agreement dated as of June 1, 2011, by and between Holli C. Ladhani, f/k/a Holli C. Nichols (“Executive”) and Rockwater Energy Solutions, LLC, f/k/a Rockwater Energy Solutions, Inc. (“Rockwater”), which Employment Agreement was assigned by Rockwater to Select Energy Services, LLC (the “Company”) pursuant to that certain First Amendment to Employment Agreement effective as of February 21, 2020 (the “First Amendment”), and which Employment Agreement was further amended by that certain letter agreement executed by Executive and Rockwater Energy Solutions Administrative Services, LLC (“RESAS”) dated May 15, 2020 (such Employment Agreement, as amended by the First Amendment and such letter agreement, the “Employment Agreement”).
Company Letterhead]Select Energy Services, Inc. • May 14th, 2020 • Oil & gas field services, nec
This letter memorializes the understanding between you and Select Energy Services, LLC, a Delaware limited liability company (the “Company”)[ and Rockwater Energy Solutions Administrative Services, LLC, a Delaware limited liability company, (“Rockwater Services”)]1 regarding your compensation for your employment as [Title] of the Company beginning May [•], 2020 (the “Effective Date”). As of March 1, 2020 your annualized base salary was reduced from $[•] (your “2020 Annual Base Salary”) to $[•], reflecting a 10% temporary reduction in your annualized base salary, and on June 1, 2020, your 2020 Annual Base Salary will be reduced by an additional [Ladhani: 10 // Pistono, Swyka and Law: 5]% such that your temporarily reduced base salary shall be $[•]. [Ladhani and Pistono: The Company and Rockwater Services intend // Swyka and Law: The Company intends] to reevaluate your annualized based salary quarterly.
SELECT ENERGY SERVICES, INC. GLOBAL AMENDMENT TO PERFORMANCE SHARE UNIT GRANT NOTICES AND AGREEMENTSSelect Energy Services, Inc. • January 24th, 2020 • Oil & gas field services, nec
This Global Amendment to Performance Share Unit Grant Notices and Agreements (this “Amendment”) is hereby adopted by Select Energy Services, Inc., a Delaware corporation (the “Company”), as of January 22, 2020 (the “Effective Date”). Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Select Energy Services, Inc. 2016 Equity Incentive Plan (as amended, the “Plan”).
Ms. Holli Ladhani President & Chief Executive Officer Rockwater Energy Solutions, Inc. 515 Post Oak Blvd, Suite 200 Houston, TX 77027 Re: Merger Agreement Dear Ms. Ladhani:Letter Agreement • September 20th, 2017 • Select Energy Services, Inc. • Oil & gas field services, nec • Delaware
Reference is made to that certain Agreement and Plan of Merger, dated as of July 18, 2017 (the “Original Agreement”) by and among SELECT ENERGY SERVICES, INC., a Delaware corporation (“Parent”), RAPTOR MERGER SUB, INC., a Delaware corporation and a wholly owned subsidiary of Parent (“Corporate Merger Sub”), SES HOLDINGS, LLC, a Delaware limited liability company (“Parent Holdco”), RAPTOR MERGER SUB, LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent Holdco (“LLC Merger Sub”), ROCKWATER ENERGY SOLUTIONS, INC., a Delaware corporation (the “Company”), and ROCKWATER ENERGY SOLUTIONS, LLC, a Delaware limited liability company (“Company Holdco”). This Letter Agreement (this “Letter Agreement”) is made as of September 19, 2017 by and among Parent, Corporate Merger Sub, Parent Holdco, LLC Merger Sub, the Company and Company Holdco. In consideration of the mutual waivers and agreements set forth herein, the Parties agree to the matters set forth below, which are i
AGREEMENT AND PLAN OF MERGER by and amongAgreement and Plan of Merger • July 19th, 2017 • Select Energy Services, Inc. • Oil & gas field services, nec • New York
THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of July 18, 2017, by and among SELECT ENERGY SERVICES, INC., a Delaware corporation (“Parent”), RAPTOR MERGER SUB, INC., a Delaware corporation and a wholly owned subsidiary of Parent (“Corporate Merger Sub”), SES HOLDINGS, LLC, a Delaware limited liability company (“Parent Holdco”), RAPTOR MERGER SUB, LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent Holdco (“LLC Merger Sub”), ROCKWATER ENERGY SOLUTIONS, INC., a Delaware corporation (the “Company”), and ROCKWATER ENERGY SOLUTIONS, LLC, a Delaware limited liability company (“Company Holdco”). Certain capitalized terms used in this Agreement are defined in Section 8.17.
AMENDMENT NO. 2 TO TAX RECEIVABLE AGREEMENTTax Receivable Agreement • August 3rd, 2023 • Select Water Solutions, Inc. • Oil & gas field services, nec
This AMENDMENT NO. 2 (this “Amendment”), dated as of June 23, 2023, to that certain Tax Receivable Agreement, dated as of December 19, 2016 (as amended prior to the date hereof, the “Agreement”), by and among Select Energy Services, Inc., a Delaware corporation (the “Corporate Taxpayer”), the TRA Holders and the Agent. Capitalized terms used but not defined herein have the meanings given such terms in the Agreement.
BOARD OBSERVATION RIGHTS AGREEMENTBoard Observation Rights Agreement • November 2nd, 2017 • Select Energy Services, Inc. • Oil & gas field services, nec • Delaware
THIS BOARD OBSERVATION RIGHTS AGREEMENT, dated as of November 1, 2017 (this “Agreement”), is entered into by and between Select Energy Services, Inc., a Delaware corporation (the “Company”), and White Deer Energy L.P., a Cayman Islands exempted limited partnership (“White Deer”). The Company and White Deer are herein referred to as the “Parties.” Capitalized terms used but not defined herein shall have the meaning assigned to such terms in the Agreement and Plan of Merger, dated July 18, 2017 (the “Merger Agreement”), by and among the Company, Raptor Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“Corporate Merger Sub”), SES Holdings, LLC, a Delaware limited liability company and a subsidiary of the Company, Raptor Merger Sub, LLC, a Delaware limited liability company and an indirect wholly owned subsidiary of SES Holdings, LLC (“LLC Merger Sub”), Rockwater Energy Solutions, Inc., a Delaware corporation (“Rockwater”), and Rockwater Energy Solutio
EMPLOYMENT AGREEMENTEmployment Agreement • May 8th, 2023 • Select Energy Services, Inc. • Oil & gas field services, nec
This Employment Agreement (“Agreement”) is made and entered into by and between Select Energy Services, LLC, a Delaware limited liability company (the “Company”), and John D. Schmitz (“Employee”) effective as of May 5, 2023 (the “Effective Date”).
