ASSET PURCHASE AGREEMENT dated as of September 15, 2021 by and among Basic Energy Services, Inc., Basic Energy Services, L.P., C&J Well Services, Inc., KVS Transportation, Inc., and Taylor Industries, LLC as Sellers, and Ranger Energy Acquisition,...Asset Purchase Agreement • October 4th, 2021 • Ranger Energy Services, Inc. • Oil & gas field services, nec • Texas
This Asset Purchase Agreement (this “Agreement”) dated as of September 15, 2021 (the “Execution Date”), is entered into by and among Ranger Energy Acquisition, LLC, a Delaware limited liability company (“Buyer”), Basic Energy Services, Inc., a Delaware corporation (“Basic”), Basic Energy Services, L.P., a Delaware limited partnership (“Basic LP”), C&J Well Services, Inc., a Delaware corporation (“C&J”), Taylor Industries, LLC, a Texas limited liability company (“Taylor”) and KVS Transportation, Inc., a California corporation (“KVS” and, together with Basic, Basic LP, C&J and Taylor, each a “Seller” and, collectively, “Sellers”) . Buyer and Sellers are sometimes referred to collectively herein as the “Parties” and individually as a “Party.”
TAX RECEIVABLE TERMINATION AND SETTLEMENT AGREEMENTTax Receivable Termination and Settlement Agreement • October 4th, 2021 • Ranger Energy Services, Inc. • Oil & gas field services, nec • Delaware
This TAX RECEIVABLE TERMINATION AND SETTLEMENT AGREEMENT (the “Agreement”) is entered into as of September 10, 2021, by and among (i) Ranger Energy Services, Inc. a Delaware corporation (the “Company”), (ii) CSL Capital Management, LLC, as agent (the “Agent”), (iii) Ranger Energy Holdings, LLC, a Delaware limited liability company (“Ranger Holdings”), (iv) Torrent Energy Holdings, LLC, a Delaware limited liability company (“Torrent Holdings”), (v) CSL Energy Opportunities Fund II, L.P., a Delaware limited partnership (“CSL Fund”), (vi) CSL Fund II Preferred Holdings LLC, a Delaware limited liability company (“Preferred Holdings”), and (vii) Bayou Well Holdings Company, LLC, a Delaware limited liability company (“Bayou” and, together with Ranger Holdings, Torrent Holdings and CSL Fund, the “TRA Holders”, and together with Preferred Holdings and the Company, the “Parties”).
CLOSING AGREEMENT AND AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENTClosing Agreement • October 4th, 2021 • Ranger Energy Services, Inc. • Oil & gas field services, nec
This Closing Agreement and Amendment No. 1 to Asset Purchase Agreement (this “Agreement”) is entered into effective October 1, 2020 by and among Ranger Energy Acquisition, LLC, a Delaware limited liability company (“Buyer”), Basic Energy Services, Inc., a Delaware corporation (“Basic”), Basic Energy Services, L.P., a Delaware limited partnership (“Basic LP”), C&J Well Services, Inc., a Delaware corporation (“C&J”), KVS Transportation, Inc., a California corporation (“KVS”), and Taylor Industries, LLC, a Delaware limited liability company (“Taylor” and, together with Basic, Basic LP, C&J and KVS, each a “Seller” and, collectively, “Sellers”). Buyer and Sellers are sometimes referred to collectively herein as the “Parties” and individually as a “Party.”
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 4th, 2021 • Ranger Energy Services, Inc. • Oil & gas field services, nec • Texas
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is entered into as of September 10, 2021, by and between Ranger Energy Services, Inc., a Delaware corporation with its principal offices at 10350 Richmond, Suite 550, Houston, Texas 77042 (the “Company”), and the purchasers whose names and addresses are set forth on the signature pages hereof (individually referred to as a “Purchaser” and, collectively, the “Purchasers”).
VOTING AGREEMENTVoting Agreement • October 4th, 2021 • Ranger Energy Services, Inc. • Oil & gas field services, nec • Delaware
This VOTING AGREEMENT (this “Agreement”), dated as of September 10, 2021, is entered into by and among Ranger Energy Services, Inc., a Delaware corporation (the “Company”), Ranger Energy Holdings, LLC, a Delaware limited liability company (“Ranger Holdings I”), Ranger Energy Holdings II, LLC, a Delaware limited liability company (“Ranger Holdings II”), Torrent Energy Holdings, LLC, a Delaware limited liability company (“Torrent Holdings I”), Torrent Energy Holdings II, LLC, a Delaware limited liability company (“Torrent Holdings II”), CSL Energy Opportunities Master Fund LLC, a Delaware limited liability company (“CSL Opportunities II”), CSL Energy Holdings I, LLC, a Delaware limited liability company (“CSL Holdings II”), CSL Fund II Preferred Holdings LLC (“CSL Preferred Holdings” and, together with Ranger Holdings I, Ranger Holdings II, Torrent Holdings I, Torrent Holdings II, CSL Opportunities II and CSL Holdings II, the “CSL Stockholders”), and Bayou Well Holdings, LLC, a Delaware
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 4th, 2021 • Ranger Energy Services, Inc. • Oil & gas field services, nec • Texas
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of September 10, 2021, by and among Ranger Energy Services, Inc., a Delaware corporation (the “Company”), and each of the other parties listed on the signature pages hereto (the “Preferred Holders” and, together with the Company, the “Parties”).
