QUINTANA ENERGY SERVICES INC. (a Delaware corporation) [●] Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • January 19th, 2018 • Quintana Energy Services Inc. • Oil & gas field services, nec • New York
If the undersigned is an officer or director of the Company, (1) Merrill Lynch and Piper Jaffray agree that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of the Common Stock or Common Units, Merrill Lynch or Piper Jaffray will notify the Company of the impending release or waiver, and (2) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by Merrill Lynch and Piper Jaffray hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (i) the release or waiver is effected solely to permit a transfer not for consideration and (ii) the transferee has agreed in writing
QUINTANA ENERGY SERVICES INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • February 14th, 2018 • Quintana Energy Services Inc. • Oil & gas field services, nec
This Agreement (“Agreement”) is made and entered into as of the 13th day of February, 2018, by and between Quintana Energy Services Inc., a Delaware corporation (the “Company”), and Christopher J. Baker (“Indemnitee”).
QUINTANA ENERGY SERVICES INC. (a Delaware corporation) 9,259,259 Shares of Common Stock UNDERWRITING AGREEMENTQuintana Energy Services Inc. • February 14th, 2018 • Oil & gas field services, nec • New York
SECOND AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • August 30th, 2019 • Quintana Energy Services Inc. • Oil & gas field services, nec • Texas
This Second Amended and Restated Executive Employment Agreement (this “Agreement”) by and between Quintana Energy Services Inc., a Delaware corporation (“Company”), and Chris Baker (“Executive”) is entered into effective as of August 26, 2019 (the “Effective Date”). Executive and Company shall be referred to individually as a “Party” and collectively as the “Parties” within this Agreement.
CREDIT AGREEMENT Dated as of September 9, 2014 among QES HOLDCO LLC, as Borrower, CERTAIN SUBSIDIARIES OF THE BORROWER PARTY HERETO, as Guarantors, THE LENDERS FROM TIME TO TIME PARTY HERETO, as Lenders, and AMEGY BANK NATIONAL ASSOCIATION, as...Credit Agreement • August 9th, 2017 • Quintana Energy Services Inc. • Oil & gas field services, nec • Texas
This Credit Agreement dated as of September 9, 2014 is among QES Holdco, LLC, a Delaware limited liability company (“Holdco”), the Guarantors, the Lenders, and Amegy Bank National Association, as Administrative Agent for the Lenders, as Issuing Bank and as Swing Line Lender.
FIRST AMENDMENT TO LOAN, SECURITY AND GUARANTY AGREEMENTLoan, Security and Guaranty Agreement • July 10th, 2020 • Quintana Energy Services Inc. • Oil & gas field services, nec • New York
THIS LOAN, SECURITY AND GUARANTY AGREEMENT is dated as of February 13, 2018, among QUINTANA ENERGY SERVICES INC., a Delaware corporation (“Parent”), QUINTANA ENERGY SERVICES LLC, a Delaware limited liability company (“Quintana LP”), each other Person named on the signature pages hereto as a Borrower or joined hereto as a Borrower from time to time (together with Parent and Quintana LP, collectively, “Borrowers”, and individually, each a “Borrower”), the other Obligors party to this Agreement from time to time, the financial institutions party to this Agreement from time to time as Lenders, and BANK OF AMERICA, N.A., a national banking association (“Bank of America”), as agent for the Lenders (in such capacity, “Agent”).
QUINTANA ENERGY SERVICES INC. FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • August 9th, 2017 • Quintana Energy Services Inc. • Oil & gas field services, nec
This Agreement (“Agreement”) is made and entered into as of the day of , 2017, by and between Quintana Energy Services Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 9th, 2017 • Quintana Energy Services Inc. • Oil & gas field services, nec • Delaware
This Amended and Restated Registration Rights Agreement (this “Agreement”) is made and entered into as of December 16, 2016 among Quintana Energy Services LP, a Delaware limited partnership (the “Partnership”), Quintana Energy Services GP LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner” and, together with the Partnership, the “QES Parties”), QES Holdco LLC, a Delaware limited liability company (“QES Holdco”), Archer Holdco LLC, a Texas limited liability company (“Archer Holdco”), Geveran Investments Limited, a limited company registered in Cyprus (“Fredriksen Investor”), and Robertson QES Investment LLC, a Delaware limited liability company (“Robertson Investor” and, together with Archer Holdco and the Fredriksen Investor, the “Investors” and each individually, an “Investor”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 14th, 2018 • Quintana Energy Services Inc. • Oil & gas field services, nec • Delaware
This Registration Rights Agreement (this “Agreement”) is made and entered into as of February 13, 2018, by and among Quintana Energy Services, Inc., a Delaware corporation (the “Company”), Archer Holdco LLC, a Texas limited liability company (“Archer Holdco”), Geveran Investments Limited, a limited company registered in Cyprus (“Fredriksen Investor”), and Robertson QES Investment LLC, a Delaware limited liability company (“Robertson Investor”), Quintana Energy Partners—QES Holdings LLC, a Delaware limited liability company (“QEP”), Quintana Energy Fund – TE, L.P., a Cayman Islands exempted limited partnership (“QEF TE”) and Quintana Energy Fund – FI, L.P., a Cayman Islands exempted limited partnership (“QEF FI”, and together with QEP and QEF TE, the “Quintana Investors”, and the Quintana Investors, together with Archer Holdco, the Fredriksen Investor, and the Robertson Investor, the “Investors” and each individually, an “Investor”). The Company and the Investors are sometimes referred
SECOND AMENDED AND RESTATED EQUITY RIGHTS AGREEMENTEquity Rights Agreement • February 14th, 2018 • Quintana Energy Services Inc. • Oil & gas field services, nec • Delaware
This Second Amended and Restated Equity Rights Agreement (this “Agreement”) is made and entered into on February 13, 2018, by and among Quintana Energy Services Inc. (the “Company”), Quintana Energy Partners—QES Holdings L.L.C., a Delaware limited liability company (“QES Fund”), Quintana Energy Fund—FI, LP, a Cayman Islands limited partnership (“FI Fund”), Quintana Energy Fund—TE, LP, a Cayman Islands limited partnership (“TE Fund,” and together with QES Fund and FI Fund, the “Quintana Funds”), Archer Holdco LLC, a Texas limited liability company (“Archer Holdco”), Geveran Investments Limited, a limited company organized under the laws of Cyprus (“Geveran”), and Robertson QES Investment LLC, a Delaware limited liability company (the “Robertson Investor” and, together with the Company, the Quintana Funds, Archer Holdco and Geveran, the “Parties”).
SECOND LIEN CREDIT AGREEMENT Dated as of December 19, 2016 among QUINTANA ENERGY SERVICES LP, as Borrower, CERTAIN SUBSIDIARIES OF THE BORROWER PARTY HERETO, as Guarantors, THE LENDERS FROM TIME TO TIME PARTY HERETO, as Lenders, and CORTLAND CAPITAL...Pledge Agreement • August 9th, 2017 • Quintana Energy Services Inc. • Oil & gas field services, nec • Texas
This Second Lien Credit Agreement dated as of December 19, 2016 is among Quintana Energy Services LP, a Delaware limited partnership (the “Borrower”), the Guarantors, the Lenders, and Cortland Capital Market Services LLC (“Cortland”), as Administrative Agent for the Lenders.
QES LEGACY LONG-TERM INCENTIVE PLAN PHANTOM UNIT AGREEMENTPhantom Unit Agreement • February 14th, 2018 • Quintana Energy Services Inc. • Oil & gas field services, nec • Texas
This Phantom Unit Agreement (this “Agreement”) is made as of (the “Grant Date”) between Quintana Energy Services Inc., a Delaware corporation (the “Company”), and (the “Grantee”). Capitalized terms used in this Agreement but not otherwise defined herein shall have the meanings set forth in Exhibit A. Capitalized terms used in this Agreement but not otherwise defined herein or in Exhibit A shall have the meanings ascribed to such terms in the Plan (as defined below), unless the context requires otherwise.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 4th, 2020 • Quintana Energy Services Inc. • Oil & gas field services, nec • Delaware
This Registration Rights Agreement (this “Agreement”) is made and entered into as of May 3, 2020, by and among KLX Energy Services Holdings, Inc., a Delaware corporation (“Parent”), Archer Holdco LLC, a Texas limited liability company (“Archer”), Geveran Investments Limited, a limited company registered in Cyprus (“Geveran”), Famatown Finance Limited, a limited company registered in Cyprus (“Famatown”), Robertson QES Investment LLC, a Delaware limited liability company (“Robertson”), Quintana Energy Partners—QES Holdings LLC, a Delaware limited liability company (“QEP”), Quintana Energy Fund – TE, L.P., a Cayman Islands exempted limited partnership (“QEF TE”) and Quintana Energy Fund – FI, L.P., a Cayman Islands exempted limited partnership (“QEF FI”, and together with QEP and QEF TE, the “Quintana Funds”, and the Quintana Funds, together with Archer, Geveran, Famatown and Robertson, the “Stockholders” and each individually, a “Stockholder”). Parent and the Stockholders are sometimes r
QUINTANA ENERGY SERVICES INC. INDEMNIFICATION AGREEMENTQuintana Energy Services • March 8th, 2019 • Quintana Energy Services Inc. • Oil & gas field services, nec
This Agreement (“Agreement”) is made and entered into as of the 9th day of January, 2019, by and between Quintana Energy Services Inc., a Delaware corporation (the “Company”), and Bobby S. Shackouls (“Indemnitee”).
SUPPORT AGREEMENTSupport Agreement • May 4th, 2020 • Quintana Energy Services Inc. • Oil & gas field services, nec • Delaware
THIS SUPPORT AGREEMENT (this “Agreement”) is dated as of May 3, 2020, by and among Amin J. Khoury (the “Stockholder”) and Quintana Energy Services Inc., a Delaware corporation (“Quartz”).
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • August 9th, 2017 • Quintana Energy Services Inc. • Oil & gas field services, nec • Texas
This Second Amendment to Credit Agreement (this “Amendment”) dated as of December 31, 2015 (the “Effective Date”) is by and among Quintana Energy Services LP, a Delaware limited partnership (the “Borrower”), certain subsidiaries of the Borrower (the “Guarantors”), the Lenders (as defined below) party hereto, and Amegy Bank National Association, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”), as issuing bank (in such capacity, the “Issuing Bank”) and as swing line lender (in such capacity, the “Swing Line Lender”).
SUPPORT AGREEMENTSupport Agreement • May 4th, 2020 • Quintana Energy Services Inc. • Oil & gas field services, nec • Delaware
THIS SUPPORT AGREEMENT (this “Agreement”) is dated as of May 3, 2020, by and among each stockholder of the Company set forth on Schedule A hereto (each, a “Stockholder”) and KLX Energy Services Holdings, Inc., a Delaware corporation (“Krypton”).
QUINTANA ENERGY SERVICES LP WARRANT AGREEMENTWarrant Agreement • August 9th, 2017 • Quintana Energy Services Inc. • Oil & gas field services, nec • Texas
This Warrant Agreement dated as of December 16, 2016 (this “Agreement”) is entered into by and among Quintana Energy Services LP, a Delaware limited partnership (“QES”), and the purchasers party hereto (each, a “Purchaser” and collectively, the “Purchasers”). All capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Warrant Purchase Agreement (as hereinafter defined).
PLEDGE AGREEMENTPledge Agreement • August 9th, 2017 • Quintana Energy Services Inc. • Oil & gas field services, nec • Texas
This Pledge Agreement, dated as of December 19, 2016 (this “Pledge Agreement”), is among Quintana Energy Services LP, a Delaware limited partnership (together with its permitted successors and assigns, the “Borrower”), certain Subsidiaries of the Borrower party hereto (each such Subsidiary, a “Guarantor” and collectively, the “Guarantors”, and together with the Borrower, each a “Pledgor” and collectively, the “Pledgors”), and Cortland Capital Market Services LLC, as administrative agent (in such capacity, together with its successors and assigns in such capacity, the “Administrative Agent”)] for the Secured Parties (as defined in the Credit Agreement referred to below).
ASSIGNMENT, RELEASE, CONSENT AND FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • August 9th, 2017 • Quintana Energy Services Inc. • Oil & gas field services, nec • Texas
This Assignment, Release, Consent and First Amendment to Credit Agreement (this “Amendment”) dated as of January 9, 2015 (the “Effective Date”) is by and among QES Holdco LLC, a Delaware limited liability company (the “Initial Borrower”), Quintana Energy Services LP, a Delaware limited partnership (the “New Borrower”), certain subsidiaries of the Initial Borrower (the “Guarantors”), the Lenders (as defined below) party hereto, and Amegy Bank National Association, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”), as issuing bank (in such capacity, the “Issuing Bank”) and as swing line lender (in such capacity, the “Swing Line Lender”).
QES LEGACY LONG-TERM INCENTIVE PLAN PHANTOM UNIT AGREEMENT (Corporate Executives)Phantom Unit Agreement • February 14th, 2018 • Quintana Energy Services Inc. • Oil & gas field services, nec • Texas
This Phantom Unit Agreement (this “Agreement”) is made as of [●] (the “Grant Date”) between Quintana Energy Services Inc., a Delaware corporation (the “Company”), and (the “Grantee”). Capitalized terms used in this Agreement but not otherwise defined herein shall have the meanings set forth in Exhibit A. Capitalized terms used in this Agreement but not otherwise defined herein or in Exhibit A shall have the meanings ascribed to such terms in the Plan (as defined below), unless the context requires otherwise.
MASTER REORGANIZATION AGREEMENTMaster Reorganization Agreement • February 14th, 2018 • Quintana Energy Services Inc. • Oil & gas field services, nec • Delaware
This Master Reorganization Agreement (this “Agreement”), dated as of February 8, 2018 (the “Effective Date”), is entered into by and among Quintana Energy Services Inc., a Delaware corporation (“PubCo”); QES Holdco LLC, a Delaware limited liability company (“QES Holdco”); Quintana Energy Partners, L.P., a Cayman Islands exempted limited partnership (“Main Fund”); Quintana Energy Fund — FI, LP, a Cayman Islands exempted limited partnership (“FI Fund”); Consolidated FI Blocker, Inc., a Delaware corporation (“QEF FI Blocker”); Quintana Energy Fund — TE, LP, a Cayman Islands exempted limited partnership (“TE Fund”); Consolidated TE Blocker, Inc., a Delaware corporation (“QEF TE Blocker”); QES HoldCo MergerCo, LP, a Delaware limited partnership (“HoldCo MergerCo”); Archer Holdco LLC, a Texas limited liability company (“Archer Holdco”); Geveran Investments Limited, a limited company organized under the laws of Cyprus (“Geveran Investments”); Geveran Blocker, LLC, a Delaware limited liability
FORM OF PHANTOM UNIT AGREEMENTForm of Phantom Unit Agreement • August 9th, 2017 • Quintana Energy Services Inc. • Oil & gas field services, nec • Texas
This Phantom Unit Agreement (this “Agreement”) is made as of (the “Grant Date”) between Quintana Energy Services Inc., a Delaware corporation (the “Company”), and (the “Grantee”). Capitalized terms used in this Agreement but not otherwise defined herein shall have the meanings set forth in Exhibit A. Capitalized terms used in this Agreement but not otherwise defined herein or in Exhibit A shall have the meanings ascribed to such terms in the Plan (as defined below), unless the context requires otherwise.
PHANTOM UNIT AGREEMENTPhantom Unit Agreement • June 24th, 2019 • Quintana Energy Services Inc. • Oil & gas field services, nec
This Amendment to Phantom Unit Agreement (this “Amendment”) is made and entered into as of June 15, 2019 (the “Effective Date”), by Quintana Energy Services Inc., a Delaware corporation (the “Company”).
LETTER AGREEMENT RE:Letter Agreement • November 7th, 2018 • Quintana Energy Services Inc. • Oil & gas field services, nec
Reference is hereby made to that certain Master Reorganization Agreement, dated as of February 8, 2018, by and among Quintana Energy Services Inc., a Delaware corporation (“PubCo”); QES Holdco LLC, a Delaware limited liability company (“QES Holdco”); Quintana Energy Partners, L.P., a Cayman Islands exempted limited partnership (“Main Fund”); Quintana Energy Fund − FI, L.P., a Cayman Islands exempted limited partnership (“FI Fund”); Consolidated FI Blocker, Inc., a Delaware corporation (“FI Blocker”); Quintana Energy Fund − TE, L.P., a Cayman Islands exempted limited partnership (“TE Fund”); Consolidated TE Blocker, Inc., a Delaware corporation (“TE Blocker”); QES HoldCo MergerCo, LP, a Delaware limited partnership (“HoldCo MergerCo”); Archer Holdco LLC, a Texas limited liability company (“Archer Holdco”); Geveran Investments Limited, a limited company organized under the laws of Cyprus (“Geveran Investments”); Geveran Blocker, LLC, a Delaware limited liability company (“Geveran Blocker
SEPARATION AGREEMENTSeparation Agreement • August 8th, 2019 • Quintana Energy Services Inc. • Oil & gas field services, nec • Texas
This Separation Agreement (the “Separation Agreement” or “Agreement”) is entered into and executed by and between D. Rogers Herndon (“Executive”) and Quintana Energy Services Inc. (the “Company”), as evidenced by their respective signatures hereto on August 7, 2019 (the “Effective Date”). In consideration of the mutual promises set forth below, Executive and the Company agree as follows:
FORM OF MASTER REORGANIZATION AGREEMENT1Blocker Merger Agreement • January 19th, 2018 • Quintana Energy Services Inc. • Oil & gas field services, nec • Delaware
This Master Reorganization Agreement (this “Agreement”), dated as of [ ], 2018 (the “Effective Date”), is entered into by and among Quintana Energy Services Inc., a Delaware corporation (“PubCo”); QES Holdco LLC, a Delaware limited liability company (“QES Holdco”); Consolidated FI Blocker, Inc., a Delaware corporation (“QEF FI Blocker”); Consolidated TE Blocker, Inc., a Delaware corporation (“QEF TE Blocker”); QES HoldCo MergerCo, LP, a Delaware limited partnership (“HoldCo MergerCo”); Archer Holdco LLC, a Texas limited liability company (“Archer Holdco”); Geveran Investments Limited, a limited company organized under the laws of Cyprus (“Geveran Investments”); Geveran Blocker, LLC, a Delaware limited liability company (“Geveran Blocker I”); QES Investment Blocker, LLC, a Delaware limited liability company (“Geveran Blocker II”); QES LP MergerCo, LP, a Delaware limited partnership (“QES LP MergerCo”); Robertson QES Investment LLC, a Delaware limited liability company (“Robertson QES”);
FORM OF PHANTOM UNIT AGREEMENT (Corporate Executives)Form of Phantom Unit Agreement • August 9th, 2017 • Quintana Energy Services Inc. • Oil & gas field services, nec • Texas
This Phantom Unit Agreement (this “Agreement”) is made as of (the “Grant Date”) between Quintana Energy Services Inc., a Delaware corporation (the “Company”), and (the “Grantee”). Capitalized terms used in this Agreement but not otherwise defined herein shall have the meanings set forth in Exhibit A. Capitalized terms used in this Agreement but not otherwise defined herein or in Exhibit A shall have the meanings ascribed to such terms in the Plan (as defined below), unless the context requires otherwise.
