Ms. Holli Ladhani President & Chief Executive Officer Rockwater Energy Solutions, Inc. 515 Post Oak Blvd, Suite 200 Houston, TX 77027 Re: Merger Agreement Dear Ms. Ladhani:Letter Agreement • September 20th, 2017 • Select Energy Services, Inc. • Oil & gas field services, nec • Delaware
Reference is made to that certain Agreement and Plan of Merger, dated as of July 18, 2017 (the “Original Agreement”) by and among SELECT ENERGY SERVICES, INC., a Delaware corporation (“Parent”), RAPTOR MERGER SUB, INC., a Delaware corporation and a wholly owned subsidiary of Parent (“Corporate Merger Sub”), SES HOLDINGS, LLC, a Delaware limited liability company (“Parent Holdco”), RAPTOR MERGER SUB, LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent Holdco (“LLC Merger Sub”), ROCKWATER ENERGY SOLUTIONS, INC., a Delaware corporation (the “Company”), and ROCKWATER ENERGY SOLUTIONS, LLC, a Delaware limited liability company (“Company Holdco”). This Letter Agreement (this “Letter Agreement”) is made as of September 19, 2017 by and among Parent, Corporate Merger Sub, Parent Holdco, LLC Merger Sub, the Company and Company Holdco. In consideration of the mutual waivers and agreements set forth herein, the Parties agree to the matters set forth below, which are i
