AMENDMENT TO MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • August 12th, 2024 • Enservco Corp • Oil & gas field services, nec
This Amendment to Membership Interest Purchase Agreement (the “Amendment”) is dated as of August 8, 2024, by and between Buckshot Trucking, LLC a Wyoming limited liability company (the “Company”), Tony Sims, an individual resident of the state of Colorado, Jim Fate, an individual resident of the state of Colorado (each of the foregoing a “Seller”, together the “Sellers”), and Enservco Corporation, a Delaware corporation (“Buyer”). The Company, Sellers and Buyer are each referred to as a “Party” and, collectively, as the “Parties.” Any capitalized terms used but not defined herein shall have the meanings given in the Purchase Agreement.
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • August 12th, 2024 • Enservco Corp • Oil & gas field services, nec • New York
This Share Exchange Agreement (this “Agreement”) is made and entered into as of August 9, 2024 (the “Effective Date”) by and between Star Equity Holdings, Inc., a Delaware corporation (the “Company”), and Enservco Corporation, a Delaware corporation (“Enservco”). The Company and Enservco are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”. Capitalized terms, unless otherwise defined herein, shall have the meanings ascribed to such terms in Article X hereof.
PROMISSORY NOTEEnservco Corp • August 12th, 2024 • Oil & gas field services, nec • Colorado
FOR VALUE RECEIVED, Enservco Corporation, a Delaware corporation (the “Borrower”), promises to pay to the order of [*], an individual resident of Colorado (the “Holder”), pursuant to the terms set forth in this Promissory Note (this “Note”), the principal amount of US $[*] (the “Principal”).
ENSERVCO CORPORATION VOTING AGREEMENTVoting Agreement • August 12th, 2024 • Enservco Corp • Oil & gas field services, nec • Delaware
This VOTING Agreement (the “Agreement”) is made and entered into as of August 9, 2024, by and among Enservco Corporation, a Delaware corporation (the “Company”), and those certain holders of the Company’s Common Stock listed on Exhibit A hereto (the “Key Holders”).
ASSIGNMENT AND BILL OF SALEAssignment and Bill of Sale • August 12th, 2024 • Enservco Corp • Oil & gas field services, nec • Colorado
THIS ASSIGNMENT AND BILL OF SALE (this “Agreement”) is made and entered into this 6th day of August 2024 (the “Signing Date”), by and between Enservco Corporation, a Delaware corporation (the “Seller” or “Enservco”), and HP Oilfield Services, LLC, a Nevada limited liability company (the “Buyer” or “HP”).
PROMISSORY NOTEEnservco Corp • August 12th, 2024 • Oil & gas field services, nec • Colorado
WHEREAS, this promissory note is to be issued pursuant to the terms and conditions of that certain Assignment and Bill of Sale Agreement between Buyer (defined below) and Seller (defined below) dated August __, 2024 (the “Purchase Agreement”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 12th, 2024 • Enservco Corp • Oil & gas field services, nec
This Registration Rights Agreement (this “Agreement”) is made as of August 9, 2024, by and between Enservco Corporation, a Delaware corporation (the “Company”), and Star Equity Holdings, Inc., a Delaware corporation (including its successors and assigns, “Star”). The Company and the Holders are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”. Capitalized terms used but not defined herein shall have the meaning assigned to such term in the Share Exchange Agreement, dated as of the date hereof, by and between the Company and Star (the “Share Exchange Agreement”).
NOTE PURCHASE AGREEMENTNote Purchase Agreement • August 12th, 2024 • Enservco Corp • Oil & gas field services, nec • Delaware
This NOTE PURCHASE AGREEMENT (this “Agreement”) is made effective as of August 9, 2024 (the “Effective Date”), by and between Enservco Corporation, a Delaware corporation (the “Company”) and Star Equity Holdings, Inc., a Delaware corporation (the “Investor”).
BOARD DESIGNATION AGREEMENTBoard Designation Agreement • August 12th, 2024 • Enservco Corp • Oil & gas field services, nec • New York
THIS BOARD DESIGNATION AGREEMENT, dated as of August 9, 2024 (this “Agreement”), is entered into by and between Enservco Corporation, a Delaware corporation (“Enservco”), and Star Equity Holdings, Inc., a Delaware corporation (“Star”). Enservco and Star are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”. Capitalized terms used but not defined herein shall have the meaning assigned to such term in the Share Exchange Agreement, dated as of the date hereof, by and between the Parties (the “Share Exchange Agreement”).
