AGREEMENT AND PLAN OF MERGER by and among KLX ENERGY SERVICES HOLDINGS, INC. KRYPTON INTERMEDIATE, LLC KRYPTON MERGER SUB, INC. and QUINTANA ENERGY SERVICES INC. Dated as of May 3, 2020Merger Agreement • May 4th, 2020 • KLX Energy Services Holdings, Inc. • Oil & gas field services, nec • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of May 3, 2020 (this “Agreement”), by and among KLX Energy Services Holdings, Inc., a Delaware corporation (“Parent”), Krypton Intermediate, LLC, a Delaware limited liability company and an indirect wholly owned subsidiary of Parent (“Acquiror”), Krypton Merger Sub, Inc., a Delaware corporation and an indirect wholly owned subsidiary of Parent (“Merger Sub”), and Quintana Energy Services Inc., a Delaware corporation (the “Company”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 4th, 2020 • KLX Energy Services Holdings, Inc. • Oil & gas field services, nec • Delaware
This Registration Rights Agreement (this “Agreement”) is made and entered into as of May 3, 2020, by and among KLX Energy Services Holdings, Inc., a Delaware corporation (“Parent”), Archer Holdco LLC, a Texas limited liability company (“Archer”), Geveran Investments Limited, a limited company registered in Cyprus (“Geveran”), Famatown Finance Limited, a limited company registered in Cyprus (“Famatown”), Robertson QES Investment LLC, a Delaware limited liability company (“Robertson”), Quintana Energy Partners—QES Holdings LLC, a Delaware limited liability company (“QEP”), Quintana Energy Fund – TE, L.P., a Cayman Islands exempted limited partnership (“QEF TE”) and Quintana Energy Fund – FI, L.P., a Cayman Islands exempted limited partnership (“QEF FI”, and together with QEP and QEF TE, the “Quintana Funds”, and the Quintana Funds, together with Archer, Geveran, Famatown and Robertson, the “Stockholders” and each individually, a “Stockholder”). Parent and the Stockholders are sometimes r
SUPPORT AGREEMENTSupport Agreement • May 4th, 2020 • KLX Energy Services Holdings, Inc. • Oil & gas field services, nec • Delaware
THIS SUPPORT AGREEMENT (this “Agreement”) is dated as of May 3, 2020, by and among each stockholder of the Company set forth on Schedule A hereto (each, a “Stockholder”) and KLX Energy Services Holdings, Inc., a Delaware corporation (“Krypton”).
