REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 8th, 2007 • Basic Energy Services Inc • Oil & gas field services, nec • Delaware
This Registration Rights Agreement (this “Agreement”) is made and entered into as of March 6, 2007 by and between Basic Energy Services, Inc., a Delaware corporation (“Basic”), the JetStar Stockholders’ Representative (solely in his capacity as such and not in his individual capacity), and the individuals and entities listed on Exhibit A attached hereto who execute one or more counterpart signature pages to this Agreement (the “Holders”).
JETSTAR CONSOLIDATED HOLDINGS, INC. 750 N. ST. PAUL, SUITE 530 Dallas, Texas 75201 March 5, 2007Merger Agreement • March 8th, 2007 • Basic Energy Services Inc • Oil & gas field services, nec • Delaware
This letter agreement (the “Letter Agreement”) addresses our mutual understanding regarding the resolution of various matters related to the satisfaction of the conditions to the Closing set forth in Article VI of the Merger Agreement. Each of Basic, Merger Sub and JetStar agree that, by executing and delivering this Letter Agreement, they are making binding promises to each other, supported by good and valuable consideration, including the parties’ respective rights to assert claims against each other with respect to the matters set forth herein. Specifically, the parties hereto have held numerous discussions regarding the resolution of disputes over:
AGREEMENT AND PLAN OF MERGER BY AND AMONG BASIC ENERGY SERVICES, INC., JS ACQUISITION LLC AND JETSTAR CONSOLIDATED HOLDINGS, INC. DATED AS OF JANUARY 8, 2007Agreement and Plan of Merger • March 8th, 2007 • Basic Energy Services Inc • Oil & gas field services, nec • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of January 8, 2007, is among BASIC ENERGY SERVICES, INC., a Delaware corporation (“Basic”), JS ACQUISITION LLC, a Delaware limited liability company and an indirect and wholly-owned subsidiary of Basic (“Merger Sub”), and JETSTAR CONSOLIDATED HOLDINGS, INC., a Delaware corporation (“JetStar”). An index of defined terms used in this Agreement can be found on Annex I. Additionally, certain defined terms used in this Agreement can be found in Section 2.1 (with respect to the consideration to be paid in connection with the Merger (as defined below) and in Section 2.5(d) (with respect to the calculation of Net Working Capital and Net Debt (as such terms are defined below)).
