REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 2nd, 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 February 9, 2017, between the Company and FBR in connection with the purchase and sale or placement of an aggregate of 9,250,000 Class A-1 Shares (plus up to an additional 1,387,500 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 share (
as Borrower, SES HOLDINGS, LLC, as Parent, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, Issuing Lender and Swingline Lender, WELLS FARGO BANK, NATIONAL ASSOCIATION and JPMORGAN CHASE BANK, N.A., as Joint Lead Arrangers and Joint...Credit Agreement • November 2nd, 2017 • Select Energy Services, Inc. • Oil & gas field services, nec • New York
This Credit Agreement dated as of November 1, 2017 (the “Agreement”) is among SELECT ENERGY SERVICES, LLC, a Delaware limited liability company (“Borrower”), (b) SES HOLDINGS, LLC, a Delaware limited liability company (“Parent”), the Lenders (as defined below), WELLS FARGO BANK, NATIONAL ASSOCIATION, as Swingline Lender (as defined below), Issuing Lender (as defined below), and as Administrative Agent (as defined below) for the Lenders, and WELLS FARGO BANK, NATIONAL ASSOCIATION and JPMORGAN CHASE BANK, N.A., as joint lead arrangers (in such capacity, together with their successors and assigns in such capacity, the “Joint Lead Arrangers”) and as joint book runners (in such capacity, together with their successors and assigns in such capacity, the “Joint Book Runners”).
BOARD OBSERVATION RIGHTS AGREEMENTBoard Observation Rights Agreement • November 2nd, 2017 • Select Energy Services, Inc. • Oil & gas field services, nec • Delaware
THIS BOARD OBSERVATION RIGHTS AGREEMENT, dated as of November 1, 2017 (this “Agreement”), is entered into by and between Select Energy Services, Inc., a Delaware corporation (the “Company”), and White Deer Energy L.P., a Cayman Islands exempted limited partnership (“White Deer”). The Company and White Deer are herein referred to as the “Parties.” Capitalized terms used but not defined herein shall have the meaning assigned to such terms in the Agreement and Plan of Merger, dated July 18, 2017 (the “Merger Agreement”), by and among the Company, Raptor Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“Corporate Merger Sub”), SES Holdings, LLC, a Delaware limited liability company and a subsidiary of the Company, Raptor Merger Sub, LLC, a Delaware limited liability company and an indirect wholly owned subsidiary of SES Holdings, LLC (“LLC Merger Sub”), Rockwater Energy Solutions, Inc., a Delaware corporation (“Rockwater”), and Rockwater Energy Solutio
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • November 2nd, 2017 • Select Energy Services, Inc. • Oil & gas field services, nec • New York
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) is made as of November 1, 2017, by and between Rockwater Energy Solutions, Inc., a Delaware corporation (“Assignor”), and Select Energy Services, Inc., a Delaware corporation (“Assignee”).
