MEMBERSHIP INTEREST PURCHASE AGREEMENT BY AND AMONG DKL NEPTUNE RECYCLING, LLC, DELEK LOGISTICS PARTNERS, LP, GRAVITY WATER HOLDINGS LLC, GRAVITY WATER INTERMEDIATE HOLDINGS LLC, solely for purposes of Section 7.09, GRAVITY OILFIELD SERVICES LLC AND,...Membership Interest Purchase Agreement • December 13th, 2024 • Delek US Holdings, Inc. • Petroleum refining • Delaware
THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”), dated as of December 11, 2024, is made by and among (i) DKL Neptune Recycling, LLC, a Delaware limited liability company (the “Purchaser”); (ii) Delek Logistics Partners, LP, a Delaware limited partnership (“DKL” and together with the Purchaser, the “Purchaser Parties”); (iii) Gravity Water Holdings LLC, a Delaware limited liability company (the “Seller”); (iv) Gravity Water Intermediate Holdings LLC, a Delaware limited liability company (the “Company”), and (v) solely for purposes of Section 7.09, Gravity Oilfield Services LLC, a Delaware limited liability company (“GOS”), and, (vi) solely for purposes of Section 8.06, Gravity Oilfield Services Inc., a Delaware corporation (“GOSI”). Capitalized terms used and not otherwise defined herein have the meanings set forth in Article I.
