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
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 19th, 2018 • Quintana Energy Services Inc. • Oil & gas field services, nec • Delaware
This Registration Rights Agreement (this “Agreement”) is made and entered into as of , 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, L.P., a Cayman Islands exempted limited partnership (“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 Funds, 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 to herein individu
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”);
