REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 23rd, 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 December 13, 2016, between the Company and FBR in connection with the purchase and sale or placement of an aggregate of 14,000,000 Class A-1 Shares (plus up to an additional 2,100,000 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 shar
TAX RECEIVABLE AGREEMENT by and among SELECT ENERGY SERVICES, INC., SES LEGACY HOLDINGS, LLC, and CRESTVIEW PARTNERS II GP, L.P. DATED AS OF DECEMBER 19, 2016Tax Receivable Agreement • January 23rd, 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 Agents.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 23rd, 2017 • Select Energy Services, Inc. • Oil & gas field services, nec • New York
This Registration Rights Agreement (this “Agreement”) is made as of December 20, 2016, by and among Select Energy Services, Inc., a Delaware corporation (the “Company”), and 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 • January 23rd, 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 B-29 INVESTMENTS, LP, a Texas limited partnership (the “Management Provider”).
EIGHTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF SES HOLDINGS, LLC DATED AS OF DECEMBER 19, 2016Limited Liability Company Agreement • January 23rd, 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.
