0001047469-17-003514.txt : 20170522 0001047469-17-003514.hdr.sgml : 20170522 20170522060241 ACCESSION NUMBER: 0001047469-17-003514 CONFORMED SUBMISSION TYPE: S-1 PUBLIC DOCUMENT COUNT: 22 FILED AS OF DATE: 20170522 DATE AS OF CHANGE: 20170522 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Ranger Energy Services, Inc. CENTRAL INDEX KEY: 0001699039 STANDARD INDUSTRIAL CLASSIFICATION: OIL, GAS FIELD SERVICES, NBC [1389] IRS NUMBER: 815449572 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-1 SEC ACT: 1933 Act SEC FILE NUMBER: 333-218139 FILM NUMBER: 17859576 BUSINESS ADDRESS: STREET 1: 800 GESSNER, SUITE 1000 CITY: HOUSTON STATE: TX ZIP: 77024 BUSINESS PHONE: (713) 935-8900 MAIL ADDRESS: STREET 1: 800 GESSNER, SUITE 1000 CITY: HOUSTON STATE: TX ZIP: 77024 S-1 1 a2232179zs-1.htm S-1

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INDEX TO FINANCIAL STATEMENTS

As filed with the Securities and Exchange Commission on May 22, 2017

Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Ranger Energy Services, Inc.
(Exact name of registrant as specified in its charter)


Delaware (State or other jurisdiction of incorporation or organization)		1389 (Primary Standard Industrial Classification Code Number)		81-5449572 (IRS Employer Identification No.)

800 Gessner Street, Suite 1000
Houston, Texas 77024
(713) 935-8900
(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)

Darron M. Anderson
Ranger Energy Services, Inc.
800 Gessner, Suite 1000
Houston, Texas 77024
(713) 935-8900
(Name, address, including zip code, and telephone number, including area code, of agent for service)


Copies to:
Douglas E. McWilliams Julian J. Seiguer Vinson & Elkins L.L.P. 1001 Fannin, Suite 2500 Houston, Texas 77002 (713) 758-2222		William J. Whelan, III Cravath, Swaine & Moore LLP 825 Eighth Avenue New York, New York 10019-7475 (212) 474-1000

Approximate date of commencement of proposed sale of the securities to the public:
As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: o

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.


Large accelerated filer o		Accelerated filer o		Non-accelerated filer ý (Do not check if a smaller reporting company)		Smaller reporting company o		Emerging growth company ý

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ý

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Proposed Maximum Aggregate Offering Price(1)(2)	Amount of Registration Fee




Class A common stock, par value $0.01 per share	$100,000,000	$11,590

(1): Includes shares issuable upon exercise of the underwriters' option to purchase additional shares of Class A common stock.
(2): Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

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The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities, and it is not soliciting an offer to buy these securities in any state or jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED MAY 22, 2017

Ranger Energy Services, Inc.

Class A Common Stock

We are selling shares of our Class A common stock. Prior to this offering, there has been no public market for our Class A common stock. We anticipate that the initial public offering price for our Class A common stock will be between $ and $ per share. We have applied to list our Class A common stock on the New York Stock Exchange (the "NYSE") under the symbol "RNGR."

The underwriters will have an option to purchase a maximum of additional shares of Class A common stock from us and additional shares of Class A common stock from the selling shareholders named in this prospectus to cover any over-allotment of shares.

We are an "emerging growth company" under federal securities laws and are subject to reduced public company disclosure standards. Please see "Risk Factors" and "Prospectus Summary—Emerging Growth Company Status."

Investing in our Class A common stock involves risks. See "Risk Factors" beginning on page 22.

	Price to Public	Underwriting Discounts and Commissions	Proceeds to Ranger Energy Services, Inc. (before expenses)(1)

Per Share	$	$	$
Total	$	$	$

(1): See "Underwriting" for information relating to underwriting compensation, including certain expenses of the underwriters to be reimbursed by the Company.

Delivery of the shares of Class A common stock will be made on or about , 2017.

Neither the Securities and Exchange Commission ("SEC") nor any state securities commission has approved or disapproved of these securities or passed on the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.


Credit Suisse	Simmons & Company International	Wells Fargo Securities
	Energy Specialists of Piper Jaffray

Barclays

The date of this prospectus is , 2017.

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PROSPECTUS SUMMARY			1
RISK FACTORS			22
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS			51
USE OF PROCEEDS			52
DIVIDEND POLICY			54
CAPITALIZATION			55
DILUTION			56
SELECTED HISTORICAL COMBINED CONSOLIDATED AND UNAUDITED PRO FORMA CONDENSED FINANCIAL AND OPERATING DATA			57
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			60
BUSINESS			82
INDUSTRY			104
MANAGEMENT			109
EXECUTIVE COMPENSATION			114
OUR HISTORY AND CORPORATE REORGANIZATION			127
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			130
PRINCIPAL AND SELLING SHAREHOLDERS			137
DESCRIPTION OF CAPITAL STOCK			139
SHARES ELIGIBLE FOR FUTURE SALE			144
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR NON-U.S. HOLDERS			146
CERTAIN ERISA CONSIDERATIONS			150
UNDERWRITING			153
LEGAL MATTERS			160
EXPERTS			160
WHERE YOU CAN FIND MORE INFORMATION			160
GLOSSARY OF CERTAIN INDUSTRY TERMS			A-1
INDEX TO FINANCIAL STATEMENTS			F-1

Neither we, the selling shareholders nor the underwriters have authorized anyone to provide you with information different from that contained in this prospectus and any free writing prospectus we have prepared. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We, the selling shareholders and the underwriters are offering to sell shares of Class A common stock and seeking offers to buy shares of Class A common stock only in jurisdictions where offers and sales are permitted. The information in this prospectus is accurate only as of the date of this prospectus, regardless of the time of any sale of the Class A common stock. Our business, liquidity position, financial condition, prospects or results of operations may have changed since the date of this prospectus.

This prospectus contains forward-looking statements that are subject to a number of risks and uncertainties, many of which are beyond our control. See "Risk Factors" and "Cautionary Note Regarding Forward-Looking Statements."

Dealer Prospectus Delivery Obligation

Until , 2017 (the 25th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer's obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription.

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Presentation of Financial and Operating Data

Unless otherwise indicated, the historical financial and operating information presented in this prospectus is that of Ranger Energy Services, LLC ("Ranger Services") and Torrent Energy Services, LLC ("Torrent Services") on a combined consolidated basis, and these entities on a combined consolidated basis are our predecessor for financial reporting purposes.

Certain amounts and percentages included in this prospectus have been rounded. Accordingly, in certain instances, the sum of the numbers in a column of a table may not exactly equal the total figure for that column.

Industry and Market Data

The market data and certain other statistical information used throughout this prospectus are based on independent industry publications, government publications and other published sources, including industry reports from Coras Oilfield Research ("Coras"), including "Workover Rig Study—Cyclical Downturn Meets A Structural Shift" and "Coras Oilfield Trends—Preparing for the upcoming frac season," Spears and Associates ("Spears"), including "Drilling and Production Outlook—December 2016," "Drilling and Production Outlook—March 2017," "Well Servicing: Market Evaluation Excerpts—December 2016" and "Well Servicing: Market Evaluation—Q1 2017," and data from Qittitut Consulting ("Qittitut"), including its "US Land Drill Out Jobs Market Model—Five-Year History (2012-2016) and One-Year Forecast (2017)," and HPDI/Drillinginfo ("Drillinginfo"), including data available through its online database. Some data are also based on our good faith estimates. Although we believe these third-party sources are reliable as of their respective dates, neither we, the selling shareholders nor the underwriters have independently verified the accuracy or completeness of this information. The industry in which we operate is subject to a high degree of uncertainty and risk due to a variety of factors, including those described in the section entitled "Risk Factors." These and other factors could cause results to differ materially from those expressed in these publications.

Trademarks and Trade Names

We own or have rights to various trademarks, service marks and trade names that we use in connection with the operation of our business. This prospectus may also contain trademarks, service marks and trade names of third parties, which are the property of their respective owners. Our use or display of third parties' trademarks, service marks, trade names or products in this prospectus is not intended to, and does not imply a relationship with, or endorsement or sponsorship by us. Solely for convenience, the trademarks, service marks and trade names referred to in this prospectus may appear without the ®, TM or SM symbols, but the omission of such references is not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the right of the applicable owner of these trademarks, service marks and trade names.

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PROSPECTUS SUMMARY

This summary contains basic information about us and the offering. Because it is a summary, it does not contain all the information that you should consider before investing in our Class A common stock. You should read and carefully consider this entire prospectus before making an investment decision, especially the information presented under the heading "Risk Factors," "Cautionary Note Regarding Forward-Looking Statements," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the historical combined consolidated and unaudited pro forma condensed financial statements and the related notes thereto appearing elsewhere in this prospectus.

Except as otherwise indicated or required by the context, all references in this prospectus to the "Company," "we," "us" or "our" relate, prior to the corporate reorganization described in this prospectus, to Ranger Services and Torrent Services on a combined basis (as combined, our "Predecessor," and each, a "Predecessor Company"), and following the corporate reorganization described in this prospectus, to Ranger Energy Services, Inc. ("Ranger Inc.") and its consolidated subsidiaries. References in this prospectus to "Ranger LLC" refer to RNGR Energy Services, LLC, which, following the corporate reorganization described in this prospectus, will own our operating subsidiaries, including Ranger Services and Torrent Services. References in this prospectus to the "Existing Owners" refer to Ranger Energy Holdings, LLC ("Ranger Holdings"), Ranger Energy Holdings II, LLC ("Ranger Holdings II"), Torrent Energy Holdings, LLC ("Torrent Holdings") and Torrent Energy Holdings II, LLC ("Torrent Holdings II"), the entities through which our existing investors, including CSL Capital Management ("CSL"), certain members of our management and other investors, will, following the corporate reorganization described in this prospectus, own their retained interest in us and Ranger LLC. References in this prospectus to "selling shareholders" refer to those persons identified as selling shareholders in "Principal and Selling Shareholders." We have provided definitions for certain of the industry terms used in this prospectus in the "Glossary."

Except as otherwise indicated, all information contained in this prospectus assumes or reflects no exercise of the underwriters' option to purchase additional shares of Class A common stock and excludes shares of Class A common stock reserved for issuance under our long-term incentive plan.

Our Company

We are one of the largest independent providers of high-specification ("high-spec") well service rigs and associated services in the United States, with a focus on technically demanding unconventional horizontal well completion and production operations. We believe that our fleet of 68 well service rigs is among the newest and most advanced in the industry and, based on our historical rig utilization and feedback from our customers, we believe that we are an operator of choice for U.S. onshore exploration and production ("E&P") companies that require completion and production services at increasing lateral lengths. Our high-spec well service rigs facilitate operations throughout the lifecycle of a well, including (i) well completion support, such as milling out composite plugs used during hydraulic fracturing; (ii) workover, including retrieval and replacement of existing production tubing; (iii) well maintenance, including replacement of downhole artificial lift components; and (iv) decommissioning, such as plugging and abandonment operations. We also provide rental equipment, including well control packages, hydraulic catwalks and other equipment that are often deployed with our well service rigs. In addition, we own and operate a fleet of proprietary, modular natural gas processing equipment that processes rich natural gas streams at the wellhead or central gathering points. We have operations in most of the active oil and natural gas basins in the United States, including the Permian Basin, the Denver-Julesburg Basin, the Bakken Shale and the Eagle Ford Shale.

We have invested in a premier fleet of well service rigs. Our customers, which include many of the leading U.S. onshore E&P operators such as EOG Resources, Inc., Noble Energy, Inc., Oasis

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Petroleum Inc., PDC Energy Inc. and Statoil ASA, are increasingly utilizing modern horizontal well designs characterized by long lateral lengths that can extend in excess of 12,000 feet. Long lateral length wellbores require increased amounts of completion tubing, which, in turn, require well service rigs with higher operating horsepower ("HP") to pull longer tubing strings from the wellbore. Furthermore, long lateral horizontal wells generally utilize taller stacks of wellhead equipment, which drives demand for well service rigs that have taller mast heights capable of accommodating an elevated work floor. These modern horizontal well designs are ideally serviced by "high-spec" well service rigs with high operating HP (450 HP or greater) and tall mast heights (102 feet or higher) rather than competing coiled tubing units and older or lower-spec well service rigs. As of May 19, 2017, all but one of our well service rigs meets these specifications, and approximately 78% of our well service rigs exceed these specifications with HP ratings of at least 500 HP and mast heights of at least 104 feet, making our fleet particularly well-suited to perform high-margin, horizontal well completion and production operations. The only rig in our fleet that is not high-spec is generally deployed only for plugging and abandonment operations on conventional vertical wells.

The high-spec well service rigs in our existing fleet, a substantial majority of which has been built since 2012, have an average age of approximately four years and feature modern operating components sourced from leading U.S. manufacturers such as National Oilwell Varco, Inc. ("NOV"). In February 2017, to meet expected customer demand, we entered into a purchase agreement (as subsequently amended, the "NOV Purchase Agreement") with NOV, pursuant to which we expect to accept delivery of an additional 27 high-spec well service rigs periodically throughout the remainder of 2017. However, NOV is not obligated pursuant to the NOV Purchase Agreement to deliver such high-spec well service rigs during 2017, and will not face penalties for delayed delivery, regardless of the length or cause of any delay. As a result of the NOV Purchase Agreement, our well service rig fleet will expand to 95 rigs, 94 of which will be high-spec. The following table provides summary information regarding our high-spec well service rig fleet, including the additional rigs that we expect to be delivered during the remainder of 2017. For additional information, please see "Business—Properties and Equipment—Equipment—Well Services."

HP Rating(1)		Mast Rating(2)	Manufacturer & Model

600 HP	112' - 117'	300,000 - 350,000 lbs	NOV 6-C	5	*
500 - 550 HP	104' - 108'	250,000 - 275,000 lbs	NOV 5-C and equivalent	69	**
450 - 475 HP	102' - 104'	200,000 - 250,000 lbs	NOV 4-C and equivalent	20	***

Total				94

(1): Per manufacturer.
(2): The mast ratings of our high-spec well service rigs complement their high operating HP and tall mast heights by allowing such rigs to safely support the higher weights associated with the long tubing strings used in long-lateral well completion operations.
*: Includes four rigs expected to be delivered during the remainder of 2017, two of which we expect to have extended mast heights of 117 feet.
**: Includes 17 rigs expected to be delivered during the remainder of 2017.
***: Includes six rigs expected to be delivered during the remainder of 2017.

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maintain relatively high rig utilization as compared to our competitors. For example, our rig utilization (as defined in "Management's Discussion and Analysis of Financial Condition and Results of Operations—How We Evaluate Our Operations—Rig Utilization") during 2016 and the first quarter of 2017 was approximately 74% and 81%, respectively, which we believe to be significantly higher than that of our publicly listed competitors in the United States over such periods.

In addition to our core well service rig operations, we offer a suite of complementary services, including wireline, snubbing, fluid management and well service-related equipment rentals. Our rental equipment includes well control packages and hydraulic catwalks, which are typically deployed in conjunction with high-spec well service rigs. These complementary services and equipment are typically procured by the same decision-makers at our customers that procure our well service rigs and are provided by our same field personnel, generating incremental revenues per job while limiting our incremental costs. Our complementary well completion and production services and equipment strategically enhance our operating footprint, create operational efficiencies for our customers and allow us to capture a greater portion of their spending across the lifecycle of a well.

We also provide a range of proprietary, modular equipment for the processing of rich natural gas streams at the wellhead or central gathering points in basins where drilling and completion activity has outpaced the development of permanent processing infrastructure. Our fleet of more than 25 MRUs is modern, reliable and equipped to handle large volumes of natural gas from conventional and unconventional wells while operating across a broad array of oilfield conditions with minimal downtime and maintenance. Our customers rely on our purpose-built MRUs to process natural gas to meet pipeline specifications, extract higher value NGLs, process natural gas to conform to the specifications of fuel gas that can be used at wellsites and facilities, and to reduce the amount of hydrocarbons at the flare tip to control emissions of hazardous VOCs.

We have focused on combining our high-spec rig fleet, complementary well service operations and processing solutions with a highly skilled and experienced workforce, which enables us to consistently and efficiently deliver exceptional service while maintaining high health, safety and environmental standards. We believe that our strong operational performance and safety record provides a strong competitive advantage with current and prospective E&P customers.

Industry Trends

We believe the demand for our services will continue to increase as a result of a number of favorable industry trends. Demand for oilfield services is primarily driven by the level of drilling, completion and production activity by E&P companies, which, in turn, depends largely on the current and anticipated profitability of developing oil and natural gas reserves. Crude oil prices have increased from their lows of $26.21 per barrel ("Bbl") in early 2016 to $49.33 per Bbl at the end of April 2017 (based on the Cushing West Texas Intermediate Spot Oil Price ("WTI")), but remain approximately 54% lower than a high of $107.26 per Bbl in June 2014. Natural gas prices have increased from their lows of $1.64 per million British Thermal Units ("MMBtu") in early 2016 to $3.17 per MMBtu at the end of April 2017 (based on the Henry Hub Natural Gas Spot Price), but remain approximately 61% lower than a high of $8.15 per MMBtu in February 2014. Drilling and completion activity by E&P companies has increased along with increased commodity prices. Although our cost of services has also historically risen along with increased commodity prices and may rise faster than increases in our revenues, we believe that we will benefit from the increased demand for our services that we expect would result from increased commodity prices. Additionally, we believe there are long term fundamental demand trends that will continue to benefit us, including:

•: Increasing complexity of well completion operations, including longer laterals and a greater number of frac stages per well;
•: Increasing percentage of rigs that are drilling horizontal wells;

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•: Increasing percentage of total production attributable to older horizontal wells;
•: Shift towards liquids-rich development that is reliant on artificial lift technologies and associated well maintenance and workover operations;
•: Sizable inventory of DUC wells requiring completion; and
•: Increasing customer focus on well-capitalized, safe and efficient service providers that can meet or exceed their health, safety and environmental requirements.

Historically, the well services market in the United States has primarily been driven by well maintenance and workover operations on conventional, vertical wells. However, Coras estimates that more than 100,000 new horizontal shale wells have been brought online over the last decade, driven by a structural shift towards unconventional resource development. According to data from the Energy Information Administration and Drillinginfo, the contribution of horizontal wells to total onshore U.S. crude oil production has increased rapidly over the last five years, representing approximately 66% of such production from the lower 48 states in 2016 as compared to approximately 39% in 2012. Further, the contribution to total onshore U.S. crude oil production of horizontal wells completed more than three years ago, which are typically the most likely to require workover and maintenance services, represented approximately 16% of such production in the lower 48 states in 2016, or approximately four times greater than that in 2012. In addition, according to Spears, a total of approximately 66,900 new horizontal wells are expected to be drilled in the United States from 2017 to 2021. Going forward, unconventional horizontal wells are expected to drive the demand for high-spec well service rigs both for completion of new wells and for maintenance and workover operations to sustain production on the increasing population of existing wells. To the extent that the oil and natural gas industry recovers from the recent prolonged decline in activity, we expect that demand for our higher-margin, completion-oriented services will grow at a faster rate in the near-term than that for our production-oriented services.

In addition to the demand trends cited above, we believe pricing for our services will be further enhanced as a result of the following supply factors:

•: Limited existing base of high-spec well service rigs;
•: Aging of existing well services equipment given the limited investment since the industry downturn in late 2014;
•: Limited number of manufacturers capable of building high-spec well service rigs; and
•: Lesser reliability of alternative techniques, including coiled tubing, for high-complexity well completions.

According to Coras, the vast majority of well service rigs in the United States are poorly suited for unconventional, long-lateral horizontal well applications. Coras classifies well service rigs with capacities of 450 HP or more and mast heights of 102 feet or higher as high-spec well service rigs that are ideally suited to service unconventional horizontal wells. According to Coras, the U.S. oil and natural gas industry is expected to require 1,000 to 1,500 of such ideally suited high-spec well service rigs over the next three years, as compared to an estimated total industry fleet of 770 as of February 28, 2017.

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Permian Basin and approximately 42% of the horizontal wells drilled in the Rocky Mountains region, including the Denver-Julesburg Basin. Increased lateral lengths in these and other basins are generally prompting operators to shift from using coiled tubing units to more reliable high-spec well service rigs. For example, according to Qittitut, approximately 45% of horizontal well completion drill-outs in 2016 were completed with well service rigs, as compared to approximately 25% in 2012.

As a result of the supply and demand trends listed above, we expect to benefit from enhanced pricing for our services and continued industry-leading utilization. We believe that increased demand for our services as a result of commodity price trends and the increasing complexity of well completion operations, along with the limited supply of high-spec well service rigs and the relative unreliability of alternative well servicing techniques, present a unique market opportunity for our high-spec well service rig operations and related services.

Our Competitive Strengths

We believe that the following strengths will position us to achieve our primary business objective of creating value for our shareholders:

Leading Provider of High-Spec Well Service Rigs and Associated Services

We have invested in a premier fleet of well service rigs designed to efficiently execute technically challenging horizontal well completion programs as well as production-oriented well maintenance, workover and decommissioning operations. In February 2017, we entered into the NOV Purchase Agreement, pursuant to which we expect to accept delivery of an additional 27 high-spec well service rigs periodically throughout the remainder of 2017. As a result of the NOV Purchase Agreement, our total well service rig fleet will expand to 95 rigs, 94 of which will be high-spec. Based on Coras data, this makes us one of the largest independent providers of high-spec well service rigs and associated services in the United States. Further, we believe that our fleet of high-spec well service rigs is among the youngest fleet of well service rigs in the industry and is therefore more reliable and better suited to perform work on long lateral horizontal wells than the older fleets of many of our competitors. Additionally, our large and increasingly uniform fleet of high-spec well service rigs facilitates consistency in maintenance, training, in-field performance and service quality to customers. As horizontal well complexity continues to increase, we expect our customers will increasingly rely on high-spec well service rigs to perform both completion and production services. Consequently, we expect demand growth for our fleet of well service rigs to outpace that for many of our competitors' fleets.

Balanced Exposure to Completion and Production Activity

The composition of our well service rig fleet makes it particularly well-suited to provide both completion-oriented and production-oriented services. Accordingly, we benefit from increased exposure to high-margin unconventional well completion support operations during periods of increased completion activity while maintaining stable growth through workover, well maintenance and decommissioning operations on the growing base of producing wells. The ability of our well service rigs to accommodate the needs of our E&P customers in a variety of economic conditions has historically allowed us to maintain relatively high well service rig utilization as compared to our competitors. For example, our rig utilization during 2016 and the first quarter of 2017 was approximately 74% and 81%, respectively, which we believe to be significantly higher than that of our publicly listed competitors in the United States over such periods. Going forward, we believe that our balanced exposure to completion and production activity will continue to result in relatively high well service rig utilization as compared to our competitors.

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Proprietary Natural Gas and NGL Processing Solutions

We have developed a premium offering that includes proprietary designs on modern processing equipment, including modular MRUs that process natural gas at the wellhead or central gathering points to meet pipeline specifications, extract higher value NGLs, provide fuel gas for wellsites and facilities and reduce emissions at the flare tip. To facilitate the processing of rich natural gas streams in basins where drilling and completion activity has outpaced the development of permanent processing infrastructure, we typically enter into six- to twelve-month rental agreements with customers for our full-service, turnkey solutions, providing us with relatively stable cash flows as compared to the shorter-term agreements often used for similar equipment and services. Our modular units provide flexibility across a broad range of project requirements and operating environments, and are designed to allow for quick mobilization to minimize downtime and increase utilization, particularly in conjunction with the operational support provided by our expert field personnel. We expect our advanced technology and high-quality service to continue to drive market penetration across the multiple basins in which we operate.

Deep Relationships with Blue-Chip E&P Customers across Multiple Basins

We are headquartered in Houston, Texas, and have an extensive operating footprint in key unconventional energy plays, including the Permian Basin, the Denver-Julesburg Basin, the Eagle Ford Shale and the Bakken Shale, which are among the most prolific unconventional resource plays in the United States. Our relationships with our broad customer base, which includes EOG Resources, Inc., Noble Energy, Inc., Oasis Petroleum Inc., PDC Energy Inc. and Statoil ASA, enabled us during the recent downturn to maintain higher utilization and stronger financial results than many of our competitors. Our track record of consistently providing high-quality, safe and reliable service has allowed us to develop long-term customer partnerships, which we believe makes us the service provider of choice for many of our customers. For example, in 2014, we entered into a five-year take-or-pay contract (the "EOG Contract") with EOG Resources, Inc. for three well service rigs, which was increased in 2015 to six well service rigs, operating in the Eagle Ford Shale in South Texas. Pursuant to the EOG Contract, EOG Resources, Inc. is generally obligated, with respect to each contracted well service rig, to utilize such well service rig for an average annual minimum of 2,750 hours at a stated rate based on our costs and other adjustments plus a mark-up that is subject to adjustment in certain circumstances based on market conditions and other factors. Further, during 2016, we worked for 148 distinct customers, including 33 publicly traded companies, with no customer accounting for more than 20% of our annual revenues. As our customers increase their drilling and completion activity, we expect to continue to leverage our current relationships to expand our geographic footprint and to facilitate continued growth in the basins in which we currently operate.

Strong Balance Sheet Enables Strategic Deployment of Capital

We believe our balance sheet strength has allowed us to continue to invest in our equipment and meet working capital requirements required for a fast growing business, while also providing flexibility to opportunistically pursue expansion opportunities. We believe that larger E&P operators prefer well-capitalized service providers that are better positioned to meet service requirements and financial obligations. Many of our primary competitors have high levels of total debt or recently emerged from bankruptcy during which they significantly reduced their capital and maintenance expenditures. By contrast, after giving effect to this offering and the use of proceeds therefrom, we expect to have no outstanding debt, $ million of borrowing capacity under a senior secured revolving credit facility that we intend to enter into in connection with the closing of this offering (our "Credit Facility") and approximately $ million of cash on the balance sheet (based on our cash balance as of March 31, 2017), providing us with ample liquidity to support strategic investments to continue to grow our business and enhance market share.

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Experienced Management Team Reinforces Dedication to Safety and Reliability

The members of our management team are seasoned operating, financial and administrative executives with extensive experience in and knowledge of the oilfield services industry. Our senior executives have a strong track record in establishing oilfield service companies and growing them organically and through strategic acquisitions. Our management team is led by our President and Chief Executive Officer, Darron M. Anderson, who has more than 26 years of oil and natural gas experience and a track record of leadership in the oilfield services industry. Each member of our management team possesses significant leadership and operational experience with long tenures in the industry and respective careers at leading companies. We believe that the commitment of our management team to building and supporting a strong company culture has driven our consistent track record of reliability and safety. During 2016, our Total Recordable Incident Rates ("TRIR") in our Well Services and Processing Solutions segments were 0.72 and 0.00, respectively. Our history of safe operations enables us to qualify for projects with industry leading E&P customers that have stringent safety requirements.

Our Business Strategy

We believe that we will be able to achieve our primary business objective of creating value for our shareholders by executing on the following strategies:

Capitalize on the Expected Increase in Demand for High-Spec Well Service Rigs

As a leading owner and operator of modern high-spec well service rigs with an operating footprint and customer relationships in the most active unconventional oil and natural gas basins in the United States, we believe that our company is well positioned to capitalize efficiently on a recovery in unconventional completion and production activity and the resulting demand for high-spec well service rigs. Further, we expect that the relatively high current inventory of DUC wells will drive demand growth for horizontal well completion services that will outpace the growth in the U.S. onshore drilling rig count. Industry reports by Spears forecast that the U.S. onshore market for completion equipment and services is expected to grow at a compound annual growth rate of 26% through 2021, primarily driven by unconventional horizontal wells. We intend to leverage our high quality assets to strategically target higher-margin, horizontal completions-oriented work that typically exceeds the capabilities of coiled tubing and older, lower specification well service rigs. Unconventional oil wells in particular typically require frequent intervention as a result of relatively high utilization of downhole tools and equipment. As the growing base of unconventional producing wells ages, we expect E&P operators to increasingly deploy well service programs in order to increase and sustain production. We are well positioned to provide these services throughout the life of the well to meet this demand, including through well completion support services, workover operations and well maintenance, which should result in stable growth, increased asset utilization, enhanced profitability and relatively limited cyclicality.

Grow Our Fleet of High-Spec Well Service Rigs, Modular MRUs and Associated Equipment

We have invested in a fleet of high-spec well service rigs through a combination of purchasing new-build rigs from leading U.S. manufacturers and by acquiring and integrating assets from other companies. As a result of the NOV Purchase Agreement, we expect to accept delivery of an additional 27 high-spec rigs periodically throughout the remainder of 2017. Further, in connection with our continued investment in high-spec well service rigs capable of meeting the most challenging horizontal well demands, we intend to accelerate our utilization of innovative technology systems allowing for the immediate collection and analysis of rig performance data. This data will allow us to operate among the highest levels of efficiency while assisting our customers in developing best well servicing practices.

We have also invested in differentiated and proprietary assets in our equipment rentals business, including our modern, reliable fleet of modular MRUs. We expect to leverage our strong balance sheet

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and continue to strategically deploy additional capital to invest in high-spec well service rigs, purpose-built MRUs and complementary rental equipment to service our customers' well completion, production and processing operations.

Develop and Expand Relationships with Existing and New Customers

We serve well-capitalized customers that we believe will be critical to the long-term development of conventional and unconventional domestic onshore resources in the United States. We intend to continue developing long-term relationships with our customer base of leading E&P operators that value safe and reliable operations and have the financial stability and flexibility to weather most industry cycles. We believe that our strong track record of performance combined with our fleet of high-spec well service rigs will allow us to both develop new customer relationships and expand our existing customer relationships through cross-selling opportunities with respect to our complementary equipment and services. Furthermore, many of our customers have established operations throughout the United States, which we intend to leverage as opportunities for us to enter new geographic regions as well as further strengthen our presence in the regions where we currently operate.

Maintain a Conservative Balance Sheet to Pursue Organic and External Growth Opportunities

We intend to maintain a conservative approach to managing our balance sheet to preserve operational and strategic flexibility. We actively manage our liquidity by monitoring cash flow, capital spending and debt capacity. For example, as of March 31, 2017, we had only approximately $22.5 million of total combined consolidated long-term debt, all of which, as well as the additional $3.5 million incurred under the Ranger Bridge Loan (as defined herein) in April and May 2017, has been or will be repaid prior to or in connection with the consummation of this offering. Our focus on maintaining a strong balance sheet has enabled us to execute our strategy through industry volatility and commodity price cycles. We expect to fund the expansion of our high-spec well service rig fleet and continue to grow our operations with the proceeds from this offering, cash flow from operations, availability under our Credit Facility and capital markets offerings when appropriate.

Reinforce Strong Company Culture through Employee Retention and Dedication to Safety

We believe that our technically skilled personnel enable us to provide consistently reliable services while maintaining an excellent safety record that surpasses industry averages and meets the expectations of our leading E&P customers. By reinforcing our strong company culture, fostering a dedication to safety through the maintenance of stringent employee screening and training and providing opportunities to work with modern equipment and leading technologies, we expect to continue to experience relatively low turnover of our highly skilled workforce and attract additional talent to continue to deliver exceptional service to our customers.

Our Equity Sponsor

We believe that our strong growth has been augmented by our relationship with CSL, our equity sponsor. We believe that we will continue to benefit from CSL's investment experience in the oilfield services sector, its expertise in effecting transactions and its support for our near-term and long-term strategic initiatives.

CSL is an SEC-registered private equity firm founded in early 2008 and headquartered in Houston, Texas, that invests in energy services companies and entrepreneurs with a focus on oilfield services opportunities. Since its inception, CSL has raised in excess of $1.4 billion in equity capital and commitments across various investment vehicles, including startups, growth equity, recapitalizations and restructurings in energy services, consumables and equipment. The CSL team has deep sector expertise in the energy industry and takes a hands-on approach to investments, relying on organic growth and

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strategic thinking to generate investment success. CSL's investors include financial institutions, endowments, foundations, family offices and high net worth individuals.

Upon completion of this offering, the Existing Owners will initially own shares of Class A common stock, Ranger Units and shares of Class B common stock, representing approximately % of the voting power of our capital stock. CSL holds a majority of the voting interests in each of the Existing Owners.

For more information on CSL and the ownership of our common stock by our principal and selling shareholders, including the Existing Owners, see "Corporate Reorganization" and "Principal and Selling Shareholders."

Our History and Corporate Reorganization

Ranger Services was, through Ranger Holdings, formed by CSL in June 2014 as a provider of high-spec well service rigs and associated services. Torrent Services was, through Torrent Holdings, acquired by CSL in September 2014 as a provider of proprietary, modular equipment for the processing of natural gas. In June 2016, CSL indirectly acquired substantially all of the assets of Magna Energy Services, LLC ("Magna"), a provider of well services and wireline services, which it contributed to Ranger Services in September 2016. In October 2016, Ranger Services acquired substantially all of the assets of Bayou Workover Services, LLC ("Bayou"), an owner and operator of high-spec well service rigs. The historical combined consolidated financial information of our Predecessor included in this prospectus presents the historical financial information of the Predecessor Companies, including, as applicable, the results of operations of Magna and Bayou for periods subsequent to their respective acquisitions.

Ranger Inc. was incorporated as a Delaware corporation in February 2017. Following this offering and the corporate reorganization described below, Ranger Inc. will be a holding company, the sole material assets of which will consist of membership interests in Ranger LLC. Ranger LLC will own all of the outstanding equity interests in Ranger Services and Torrent Services, the subsidiaries through which it will operate its assets. After the consummation of the corporate reorganization described below, Ranger Inc. will be the sole managing member of Ranger LLC, will be responsible for all operational, management and administrative decisions relating to Ranger LLC's business and will consolidate the financial results of Ranger LLC and its subsidiaries.

In connection with this offering, the Existing Owners will effect a series of restructuring transactions, as a result of which (a) Ranger Holdings II and Torrent Holdings II will contribute certain of the equity interests in the Predecessor Companies to Ranger LLC in exchange for an aggregate of shares of Class A common stock, (b) Ranger Holdings and Torrent Holdings will contribute the remaining membership interests in the Predecessor Companies to Ranger LLC in exchange for units in Ranger LLC ("Ranger Units"), (c) Ranger Inc. will issue and contribute shares of its Class B common stock and all of the net proceeds received by it in this offering to Ranger LLC in exchange for Ranger Units and (d) Ranger LLC will distribute to each of Ranger Holdings and Torrent Holdings one share of Class B common stock for each Ranger Unit such Existing Owner holds. To the extent the underwriters' option to purchase additional shares is exercised in full or in part, Ranger Inc. will contribute the net proceeds received by it therefrom to Ranger LLC in exchange for an additional number of Ranger Units equal to the number of shares of Class A common stock issued by it pursuant to the underwriters' option. Ranger LLC will use such net proceeds to purchase from Ranger Holdings and Torrent Holdings an aggregate number of Ranger Units equal to the number of shares of Class A common stock issued by Ranger Inc. pursuant to the underwriters' option.

After giving effect to these transactions and the offering contemplated by this prospectus, Ranger Inc. will own an approximate % interest in Ranger LLC (or % if the underwriters'

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option to purchase additional shares is exercised in full) and the Existing Owners will own an approximate % interest in Ranger LLC (or % if the underwriters' option to purchase additional shares is exercised in full). Please see "Principal and Selling Shareholders" and "Use of Proceeds."

Each share of Class B common stock has no economic rights but entitles its holder to one vote on all matters to be voted on by shareholders generally. Holders of Class A common stock and Class B common stock will vote together as a single class on all matters presented to our shareholders for their vote or approval, except as otherwise required by applicable law or by our amended and restated certificate of incorporation. We do not intend to list our Class B common stock on any exchange.

Following this offering, under the Amended and Restated Limited Liability Company Agreement of Ranger LLC (the "Ranger LLC Agreement"), each holder (a "Ranger Unit Holder") of Ranger Units will, subject to certain limitations, have the right (the "Redemption Right") to cause Ranger LLC to acquire all or a portion of its Ranger Units (along with a corresponding number of shares of our Class B common stock) for, at Ranger LLC's election, (i) shares of our Class A common stock at a redemption ratio of one share of Class A common stock for each Ranger Unit redeemed, subject to conversion rate adjustments for stock splits, stock dividends, reclassification and other similar transactions, or (ii) cash in an amount equal to the Cash Election Value (as defined herein) of such Class A common stock. We will determine whether to issue shares of Class A common stock or cash in an amount equal to the Cash Election Value based on facts in existence at the time of the decision, which we expect would include the trading prices for the Class A common stock at the time relative to the cash purchase price for the Ranger Units, the availability of other sources of liquidity (such as an issuance of preferred stock) to acquire the Ranger Units and alternative uses for such cash. Alternatively, upon the exercise of the Redemption Right, Ranger Inc. (instead of Ranger LLC) will have the right (the "Call Right") to, for administrative convenience, acquire each tendered Ranger Unit directly from the redeeming Ranger Unit Holder for, at its election, (x) one share of Class A common stock or (y) cash in an amount equal to the value of a share of Class A common stock, based on a volume-weighted average price. In addition, upon a change of control of us, we have the right to require each Ranger Unit Holder (other than us) to exercise its Redemption Right with respect to some or all of such unitholder's Ranger Units. In connection with any redemption of Ranger Units pursuant to the Redemption Right or our Call Right, the corresponding number of shares of Class B common stock will be cancelled. See "Certain Relationships and Related Party Transactions—Ranger LLC Agreement."

Our acquisition (or deemed acquisition for U.S. federal income tax purposes) of Ranger Units pursuant to an exercise of the Redemption Right or the Call Right is expected to result in adjustments to the tax basis of the tangible and intangible assets of Ranger LLC, and such adjustments will be allocated to us. These adjustments would not have been available to us absent our acquisition or deemed acquisition of Ranger Units and are expected to reduce the amount of cash tax that we would otherwise be required to pay in the future.

In connection with the closing of this offering, we will enter into a Tax Receivable Agreement (the "Tax Receivable Agreement") with certain of the Ranger Unit Holders and their permitted transferees (each such person, a "TRA Holder" and, together, the "TRA Holders"). The Tax Receivable Agreement will generally provide for the payment by Ranger Inc. to each TRA Holder of 85% of the net cash savings, if any, in U.S. federal, state and local income tax and franchise tax that Ranger Inc. actually realizes (computed using the estimated impact of state and local taxes) or is deemed to realize in certain circumstances in periods after this offering as a result of (i) certain increases in tax basis that occur as a result of Ranger Inc.'s acquisition (or deemed acquisition for U.S. federal income tax purposes) of all or a portion of such TRA Holder's Ranger Units in connection with this offering or pursuant to the exercise of the Redemption Right or the Call Right and (ii) imputed interest deemed to be paid by Ranger Inc. as a result of, and additional tax basis arising from, any payments

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Ranger Inc. makes under the Tax Receivable Agreement. Ranger Inc. will retain the benefit of the remaining 15% of these cash savings.

Payments will generally be made under the Tax Receivable Agreement as we realize actual cash tax savings in periods after this offering from the tax benefits covered by the Tax Receivable Agreement. However, if we experience a change of control (as defined under the Tax Receivable Agreement, which includes certain mergers, asset sales and other forms of business combinations) or the Tax Receivable Agreement terminates early (at our election or as a result of our breach), we would be required to make a substantial, immediate lump-sum payment, and such payment may be significantly in advance of, and may materially exceed, the actual realization, if any, of the future tax benefits to which the payment relates. Ranger Inc. is a holding company and accordingly will be dependent upon distributions from Ranger LLC to make payments under the Tax Receivable Agreement. It is expected that payments will continue to be made under the Tax Receivable Agreement for more than 20 to 25 years. For additional information regarding the Tax Receivable Agreement, see "Risk Factors—Risks Related to Our Corporate Reorganization and Resulting Structure" and "Certain Relationships and Related Party Transactions—Tax Receivable Agreement."

The Existing Owners will have the right, under certain circumstances, to cause us to register the offer and resale of their shares of Class A common stock. See "Certain Relationships and Related Party Transactions—Registration Rights Agreement."

The following diagram indicates our simplified ownership structure immediately following this offering and the transactions related thereto (assuming that the underwriters' option to purchase additional shares is not exercised):

(1): CSL, certain members of our management and other investors own all of the equity interests in the Existing Owners, and CSL holds a majority of the voting interests in each of the Existing Owners.
(2): Includes Ranger Services and Torrent Services.

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Risk Factors

Investing in our Class A common stock involves risks. You should read carefully the section of this prospectus entitled "Risk Factors" for an explanation of these risks before investing in our Class A common stock. In particular, the following considerations may offset our competitive strengths or have a negative effect on our strategy or operating activities, which could cause a decrease in the price of our Class A common stock and a loss of all or part of your investment.

•: Our business depends on domestic capital spending by the oil and natural gas industry, and reductions in such capital spending could have a material adverse effect on our business, liquidity position, financial condition, prospects and results of operations.
•: The volatility of oil and natural gas prices may adversely affect the demand for our services and negatively impact our results of operations.
•: Our operations are subject to inherent risks, some of which are beyond our control. These risks may be self-insured, or may not be fully covered under our insurance policies.
•: Reliance upon a few large customers may adversely affect our revenues and operating results.
•: We face intense competition that may cause us to lose market share and could negatively affect our ability to market our services and expand our operations.
•: We currently rely on a limited number of third-party manufacturers to build the new high-spec well service rigs that we purchase, and such reliance exposes us to risks including price and timing of delivery.
•: Our operating history may not be sufficient for investors to evaluate our business and prospects.
•: The growth of our business through acquisitions may expose us to various risks, including those relating to difficulties in identifying suitable, accretive acquisition opportunities and integrating businesses, assets and personnel, as well as difficulties in obtaining financing for targeted acquisitions and the potential for increased leverage or debt service requirements.
•: We will incur significant capital expenditures for new equipment as we grow our operations and may be required to incur further capital expenditures as a result of advancements in oilfield services technologies.
•: Increases in the scope or pace of midstream infrastructure development, or decreased federal or state regulation of natural gas pipelines, could decrease demand for our services.
•: We may be unable to employ or retain a sufficient number of skilled and experienced workers.
•: Delays or restrictions in obtaining permits by us for our operations or by our customers for their operations could impair our business.
•: Federal, state and local legislative and regulatory initiatives relating to induced seismicity could result in operating restrictions or delays in the drilling and completion of oil and natural gas wells that may reduce demand for our services and could have a material adverse effect on our business, liquidity position, financial condition, prospects and results of operations.
•: Changes in transportation regulations may increase our costs and negatively impact our results of operations.
•: We are subject to environmental and occupational health and safety laws and regulations that may expose us to significant costs and liabilities.
•: Ranger Services has had difficulty maintaining compliance with the covenants and ratios required under the Ranger Line of Credit and Ranger Note (each as defined herein). We may

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have similar difficulties with the new Credit Facility that we expect to enter into in connection with the consummation of this offering. Failure to maintain compliance with these financial covenants or ratios could adversely affect our business, financial condition, results of operations and cash flows.

•: We rely on a few key employees whose absence or loss could adversely affect our business.
•: We have identified a material weakness in our internal control over financial reporting and may identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls, which may result in material misstatements of our financial statements or cause us to fail to meet our periodic reporting obligations.
•: CSL has the ability to direct the voting of a majority of our voting stock, and its interests may conflict with those of our other shareholders.
•: We expect to be a "controlled company" within the meaning of NYSE rules and, as a result, will qualify for and intend to rely on exemptions from certain corporate governance requirements.
•: We are a holding company. Our sole material asset after completion of this offering will be our equity interest in Ranger LLC, and we will be accordingly dependent upon distributions from Ranger LLC to pay taxes, make payments under the Tax Receivable Agreement and cover our corporate and other overhead expenses.

Emerging Growth Company Status

We are an "emerging growth company" within the meaning of the Jumpstart Our Business Startups Act (the "JOBS Act"). For as long as we are an emerging growth company, we will not be required to comply with certain requirements that are applicable to other public companies that are not "emerging growth companies" within the meaning of the JOBS Act, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 ("Sarbanes-Oxley") and the reduced disclosure obligations regarding executive compensation in our periodic reports. In addition, Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended (the "Securities Act"), for complying with new or revised accounting standards. We have irrevocably opted out of the extended transition period and, as a result, we will adopt new or revised accounting standards on the relevant dates on which adoption of such standards is required for other public companies. We have elected to adopt certain of the reduced disclosure requirements available to emerging growth companies. For a description of the qualifications and other requirements applicable to emerging growth companies and certain elections that we have made due to our status as an emerging growth company, see "Risk Factors—Related to this Offering and Our Class A Common Stock—For as long as we are an emerging growth company, we will not be required to comply with certain reporting requirements, including those relating to accounting standards and disclosure about our executive compensation, that apply to other public companies."

Controlled Company Status

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at least one independent director on our audit committee by the date our Class A common stock is listed on the NYSE, at least two independent directors on our audit committee within 90 days of the listing date, and at least three independent directors on our audit committee within one year of the listing date. We expect to have independent directors upon the closing of this offering.

If at any time we cease to be a controlled company, we will take all action necessary to comply with Sarbanes-Oxley and NYSE rules, including by appointing a majority of independent directors to our board of directors and ensuring we have a compensation committee and a nominating and corporate governance committee, each composed entirely of independent directors, subject to a permitted "phase-in" period.

Initially, our board of directors will consist of a single class of directors each serving one-year terms. After CSL and its affiliates no longer collectively hold more than 50% of the voting power of our common stock, our board of directors will be divided into three classes of directors, with each class as equal in number as possible, serving staggered three-year terms, and such directors will be removable only for "cause." See "Management—Status as a Controlled Company."

Our Offices

Our principal executive offices are located at 800 Gessner Street, Suite 1000, Houston, Texas 77024, and our telephone number at that address is (713) 935-8900. Our website address is www.rangerenergy.com. Information contained on our website does not constitute part of this prospectus.

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The Offering


Class A common stock offered by us		shares ( shares if the underwriters' option to purchase additional shares is exercised in full).
Class A common stock offered by the selling shareholders		shares if the underwriters' option to purchase additional shares is exercised in full.
Class A common stock to be outstanding immediately after completion of this offering		shares ( shares if the underwriters' option to purchase additional shares is exercised in full).
Class B common stock to be outstanding immediately after completion of this offering		shares ( shares if the underwriters' option to purchase additional shares is exercised in full), or one share for each Ranger Unit held by the Existing Owners immediately following this offering. Class B shares are non-economic. When a Ranger Unit is redeemed for a share of Class A common stock, a corresponding share of Class B common stock will be cancelled.
Voting power of Class A common stock after giving effect to this offering		% (or % if the underwriters' option to purchase additional shares is exercised in full). The voting power of our Class A common stock would be 100% if all outstanding Ranger Units held by the Ranger Unit Holders were redeemed (along with a corresponding number of shares of our Class B common stock) for newly issued shares of Class A common stock on a one-for-one basis.
Voting power of Class B common stock after giving effect to this offering		% (or % if the underwriters' option to purchase additional shares is exercised in full). The voting power of our Class B common stock would be 0% if all outstanding Ranger Units held by the Ranger Unit Holders were redeemed (along with a corresponding number of shares of our Class B common stock) for newly issued shares of Class A common stock on a one-for-one basis.
Voting rights		Each share of our Class A common stock entitles its holder to one vote on all matters to be voted on by shareholders generally. Each share of our Class B common stock entitles its holder to one vote on all matters to be voted on by shareholders generally. Holders of our Class A common stock and Class B common stock vote together as a single class on all matters presented to our shareholders for their vote or approval, except as otherwise required by applicable law or by our amended and restated certificate of incorporation. See "Description of Capital Stock."

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Use of proceeds		We expect to receive approximately $ million of net proceeds from the sale of Class A common stock, after deducting underwriting discounts and estimated offering expenses payable by us (assuming the midpoint of the price range set forth on the cover page of this prospectus). Each $1.00 increase (decrease) in the public offering price would increase (decrease) our net proceeds by approximately $ million.
		We intend to contribute all of the net proceeds received by us in this offering to Ranger LLC in exchange for Ranger Units. Ranger LLC will use approximately $29.1 million of the net proceeds to fully repay amounts outstanding under the Ranger Line of Credit, the Ranger Note and the Ranger Bridge Loan (including the make-whole premium thereon), and approximately $38.6 million of the net proceeds to acquire high-spec well service rigs, including pursuant to the NOV Purchase Agreement. Ranger LLC will use the remaining net proceeds for general corporate purposes, including funding potential future acquisitions and other capital expenditures.
		To the extent the underwriters' option to purchase additional shares is exercised in full or in part, Ranger Inc. will contribute the net proceeds received by it therefrom to Ranger LLC in exchange for an additional number of Ranger Units equal to the number of shares of Class A common stock issued by it pursuant to the underwriters' option. Ranger LLC will use such net proceeds to purchase from Ranger Holdings and Torrent Holdings an aggregate number of Ranger Units equal to the number of shares of Class A common stock issued by Ranger Inc. pursuant to the underwriters' option. We will not receive any proceeds from the sale of shares by the selling shareholders. Please see "Use of Proceeds."
Dividend policy		We currently anticipate that we will retain all future earnings, if any, to finance the growth and development of our business. We do not intend to pay cash dividends in the foreseeable future. Please see "Dividend Policy."

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Redemption rights of Ranger Unit Holders		Following this offering, under the Ranger LLC Agreement, each Ranger Unit Holder will, subject to certain limitations, have the right, pursuant to the Redemption Right, to cause Ranger LLC to acquire all or a portion of its Ranger Units (along with a corresponding number of shares of our Class B common stock) for, at Ranger LLC's election, (i) shares of our Class A common stock at a redemption ratio of one share of Class A common stock for each Ranger Unit redeemed, subject to conversion rate adjustments for stock splits, stock dividends, reclassification and other similar transactions, or (ii) cash in an amount equal to the Cash Election Value of such Class A common stock. Alternatively, upon the exercise of the Redemption Right, Ranger Inc. (instead of Ranger LLC) will have the right, pursuant to the Call Right, to acquire each tendered Ranger Unit directly from the redeeming Ranger Unit Holder for, at its election, (x) one share of Class A common stock or (y) cash in an amount equal to the value of a share of Class A common stock, based on a volume-weighted average price. In addition, upon a change of control of us, we have the right to require each Ranger Unit Holder (other than us) to exercise its Redemption Right with respect to some or all of such unitholder's Ranger Units. In connection with any redemption of Ranger Units pursuant to the Redemption Right or our Call Right, the corresponding number of shares of Class B common stock will be cancelled. Please see "Certain Relationships and Related Party Transactions—Ranger LLC Agreement."
Tax Receivable Agreement		Our acquisition (or deemed acquisition for U.S. federal income tax purposes) of Ranger Units pursuant to an exercise of the Redemption Right or the Call Right is expected to result in adjustments to the tax basis of the tangible and intangible assets of Ranger LLC, and such adjustments will be allocated to us. These adjustments would not have been available to use absent our acquisition or deemed acquisition of Ranger Units and are expected to reduce the amount of cash tax that we would otherwise be required to pay in the future. In connection with the closing of this offering, we will enter into a Tax Receivable Agreement with the TRA Holders that will generally provide for the payment by us to each TRA Holder of 85% of the net cash savings, if any, in U.S. federal, state and local income tax and franchise tax that we actually realize or are deemed to realize in certain circumstances in periods after this offering as a result of certain tax basis increases and certain tax benefits attributable to imputed interest. We will retain the benefit of the remaining 15% of these cash savings. See "Risk Factors—Risks Related to Our Corporate Reorganization and Resulting Structure" and "Certain Relationships and Related Party Transactions—Tax Receivable Agreement."

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Directed share program		The underwriters have reserved for sale at the initial public offering price up to % of the Class A common stock being offered by this prospectus for sale to our employees, executive officers, directors, business associates and related persons who have expressed an interest in purchasing Class A common stock in this offering. We do not know if these persons will choose to purchase all or any portion of those reserved shares, but any purchases they do make will reduce the number of shares available to the general public. See "Underwriting."
Listing symbol		We have applied to list our Class A common stock on the NYSE under the symbol "RNGR."
Risk factors		You should carefully read and consider the information set forth under the heading "Risk Factors" and all other information set forth in this prospectus before deciding to invest in our Class A common stock.

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Summary Historical Combined Consolidated and Unaudited Pro Forma Condensed Financial and Operating Data

Ranger Inc. was formed in February 2017 and does not have historical financial results. The following table shows summary historical combined consolidated financial information of our Predecessor and summary unaudited pro forma condensed financial data for the periods and as of the dates indicated. The summary historical combined consolidated financial information at December 31, 2015 and 2016, and for the years then ended, was derived from the historical audited combined consolidated financial statements of our Predecessor included elsewhere in this prospectus. The summary historical unaudited condensed combined consolidated financial information at March 31, 2017, and for the three months ended March 31, 2016 and 2017, was derived from the historical unaudited condensed combined consolidated financial statements of our Predecessor included elsewhere in this prospectus.

The summary unaudited pro forma condensed statement of operations for the year ended December 31, 2016 has been prepared to give pro forma effect to (i) the acquisitions of Magna and Bayou (each as defined herein), (ii) the transactions described under "Corporate Reorganization" and (iii) this offering and the use of proceeds therefrom, as if each had been completed as of January 1, 2016. The summary unaudited pro forma condensed statement of operations and balance sheet for the three months ended March 31, 2017 have been prepared to give pro forma effect to (i) the transactions described under "Corporate Reorganization" and (ii) this offering and the use of proceeds therefrom, as if each had been completed on January 1, 2016, in the case of the unaudited pro forma condensed statement of operations data, and March 31, 2017, in the case of the unaudited pro forma condensed balance sheet data. This information is subject to and gives effect to the assumptions and adjustments described in the notes accompanying the unaudited pro forma condensed financial statements included elsewhere in this prospectus. The summary unaudited pro forma condensed financial data are presented for informational purposes only and should not be considered indicative of actual results of operations that would have been achieved had the applicable transactions been consummated on the dates indicated, and do not purport to be indicative of results of operations for any future period. The following table should be read together with "Use of Proceeds," "Selected Historical Combined Consolidated and Unaudited Pro Forma Condensed Financial and Operating Data," "Management's Discussion and Analysis of Financial Condition and Results of Operations," "Corporate Reorganization" and the financial statements and related notes included elsewhere in this prospectus.

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	Predecessor												Pro Forma Ranger Energy Services, Inc.

	Year Ended December 31,						Three Months Ended March 31,							Three Months Ended March 31, 2017
	Year Ended December 31,						Three Months Ended March 31,						Year Ended December 31, 2016
	2015			2016			2016			2017			Year Ended December 31, 2016
							(unaudited)						(unaudited)
				(dollars in millions, except share, per share and operational amounts)
Statements of Operations Data:
Revenues:
Well Services	$	9.7		$	46.3		$	3.6		$	27.3		$	$
Processing Solutions		11.5			6.5			1.2			1.8

Total revenues		21.2			52.8			4.8			29.1
Operating expenses:
Cost of services (excluding depreciation and amortization shown separately):
Well Services		8.2			36.7			2.9			23.2
Processing Solutions		7.9			2.6			0.6			0.7

Total cost of services		16.1			39.3			3.5			23.9
General and administrative		7.8			11.4			1.7			7.3
Depreciation and amortization		2.1			6.6			0.9			3.6
Impairment of goodwill		1.6			—			—			—

Total operating expenses		27.6			57.3			6.1			34.8

Operating loss		(6.4	)		(4.5	)		(1.3	)		(5.7	)
Interest expense, net		(0.3	)		(0.5	)		(0.1	)		(0.5	)

Loss before income taxes		(6.7	)		(5.0	)		(1.4	)		(6.2	)
Income tax provision(1)		—			—			—			—

Net loss	$	(6.7	)	$	(5.0	)	$	(1.4	)	$	(6.2	)	$	$



Less: net loss attributable to non-controlling interest

Net loss attributable to shareholders													$	$



Net loss per share:
Basic													$	$
Diluted
Weighted average shares outstanding:
Basic
Diluted
Statements of Cash Flows Data:
Cash flows used in operating activities	$	(5.2	)	$	(5.2	)	$	(0.3	)	$	(6.8	)
Cash flows used in investing activities		(25.5	)		(25.4	)		(1.4	)		(7.3	)
Cash flows provided by financing activities		28.9			31.1			2.1			14.5
Other Data:
Capital Expenditures	$	26.8		$	12.2		$	1.4		$	11.8
Adjusted EBITDA(2)		(2.6	)		3.1			(0.4	)		(0.6	)
Rig Hours(3)		22,800			68,800			8,400			39,100
Rig Utilization(4)		78	%		74	%		74	%		81	%
Balance Sheet Data (at end of period):
Cash and cash equivalents	$	1.1		$	1.6					$	2.0			$
Working capital (total current assets less total current liabilities)		0.3			10.4						(17.5	)
Total assets		54.0			135.7						159.7
Long-term debt(5)		10.0			12.1						22.5
Total net parent investment/stockholders' equity (including non-controlling interest)		40.3			112.6						110.8

(1): We have not historically been a tax-paying entity subject to U.S. federal and state income taxes, other than Texas franchise tax. The unaudited pro forma condensed financial statements have been prepared on the basis that we will be taxed as a corporation under the U.S. Internal Revenue Code of 1986, as amended, and as a result, will become a tax-paying entity.

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(2): Adjusted EBITDA is not a financial measure determined in accordance with generally accepted accounting principles ("GAAP"). We define Adjusted EBITDA as net loss before interest expense, net, income tax provision (benefit), depreciation and amortization, equity-based compensation, acquisition-related and severance costs, impairment of goodwill and certain other items that we do not view as indicative of our ongoing performance.

We believe Adjusted EBITDA is a useful performance measure because it allows for an effective evaluation of our operating performance when compared to our peers, without regard to our financing methods or capital structure. We exclude the items listed above from net loss in arriving at Adjusted EBITDA because these amounts can vary substantially within our industry depending upon accounting methods and book values of assets, capital structures and the method by which the assets were acquired. Adjusted EBITDA should not be considered as an alternative to, or more meaningful than, net loss determined in accordance with GAAP. Certain items excluded from Adjusted EBITDA are significant components in understanding and assessing a company's financial performance, such as a company's cost of capital and tax structure, as well as the historic costs of depreciable assets, none of which are reflected in Adjusted EBITDA. Our presentation of Adjusted EBITDA should not be construed as an indication that our results will be unaffected by the items excluded from Adjusted EBITDA. Our computations of Adjusted EBITDA may not be identical to other similarly titled measures of other companies. The following table presents a reconciliation of Adjusted EBITDA to net loss, our most directly comparable financial measure calculated and presented in accordance with GAAP.

	Predecessor												Pro Forma Ranger Energy Services, Inc.

							Three Months Ended March 31,						Pro Forma Ranger Energy Services, Inc.
	Year Ended December 31,													Three Months Ended March 31, 2017
	Year Ended December 31,												Year Ended December 31, 2016
	2015			2016			2016			2017			Year Ended December 31, 2016
	(in millions)						(unaudited)						(unaudited)
Net loss	$	(6.7	)	$	(5.0	)	$	(1.4	)	$	(6.2	)	$	$
Interest expense, net		0.3			0.5			0.1			0.5
Income tax provision (benefit)		—			—			—			—
Depreciation and amortization		2.1			6.6			0.9			3.6
Equity-based compensation		0.1			0.5			—			0.4
Acquisition-related and severance costs		—			0.5			—			1.1
Impairment of goodwill		1.6			—			—			—

Adjusted EBITDA	$	(2.6	)	$	3.1		$	(0.4	)	$	(0.6	)	$	$

(3): Represents the approximate aggregate number of hours that our well service rigs actively worked during the periods presented.
(4): Rig utilization is calculated by dividing (i) the approximate aggregate operating well service rig hours for the periods presented by (ii) the potential aggregate well service rig hours available assuming a 55-hour work week and a mid-month convention whereby a well service rig placed into service during a month, meaning that we have taken delivery of such well service rig and equipped it for operations, is assumed to be operating for one half of such month. For additional information regarding rig utilization, please see "Management's Discussion and Analysis of Financial Condition and Results of Operations—How We Evaluate Our Operations—Rig Utilization."
(5): Includes both current and non-current portions of long-term debt and related party debt.

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RISK FACTORS

Investing in our Class A common stock involves risks. You should carefully consider the information in this prospectus, including the matters addressed under "Cautionary Note Regarding Forward-Looking Statements" and the following risks before making an investment decision. If any of the following risks actually occur, the trading price of our Class A common stock could decline, and you may lose all or part of your investment. Additional risks not presently known to us or that we currently deem immaterial could also materially affect our business.

Risks Related to Our Business

Our business depends on domestic capital spending by the oil and natural gas industry, and reductions in such capital spending could have a material adverse effect on our business, liquidity position, financial condition, prospects and results of operations.

Our business is directly affected by our customers' capital spending to explore for, develop and produce oil and natural gas in the United States. The significant decline in oil and natural gas prices that began in late 2014 has caused a reduction in the exploration, development and production activities of most of our customers and their spending on our services. These cuts in spending have curtailed drilling programs, which has resulted in a reduction in the demand for our services as compared to activity levels in late 2014, as well as in the prices we can charge. In addition, certain of our customers could become unable to pay their vendors and service providers, including us, as a result of the decline in commodity prices. Reduced discovery rates of new oil and natural gas reserves in our areas of operation as a result of decreased capital spending may also have a negative long-term impact on our business, even in an environment of stronger oil and natural gas prices, to the extent the reduced number of wells that need our services or equipment more than offsets new drilling and completion activity and complexity. Any of these conditions or events could adversely affect our operating results. If the recent recovery does not continue or our customers fail to further increase their capital spending, it could have a material adverse effect on our business, liquidity position, financial condition, prospects and results of operations.

Industry conditions are influenced by numerous factors over which we have no control, including:

•: domestic and foreign economic conditions and supply of and demand for oil and natural gas;
•: the level of prices, and expectations about future prices, of oil and natural gas;
•: the level and cost of global and domestic oil and natural gas exploration, production, transportation of reserves and delivery;
•: taxes and governmental regulations, including the policies of governments regarding the exploration for and production and development of their oil and natural gas reserves;
•: political and economic conditions in oil and natural gas producing countries;
•: actions by the members of the Organization of Petroleum Exporting Countries ("OPEC") with respect to oil production levels and announcements of potential changes in such levels, including the failure of such countries to comply with production cuts announced in November 2016;
•: global weather conditions and natural disasters;
•: worldwide political, military and economic conditions;
•: the discovery rates of new oil and natural gas reserves;
•: shareholder activism or activities by non-governmental organizations to restrict the exploration, development and production of oil and natural gas;

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•: advances in exploration, development and production technologies or in technologies affecting energy consumption;
•: the potential acceleration of development of alternative fuels; and
•: uncertainty in capital and commodities markets and the ability of oil and natural gas companies to raise equity capital and debt financing.

The volatility of oil and natural gas prices may adversely affect the demand for our services and negatively impact our results of operations.

The demand for our services is primarily determined by current and anticipated oil and natural gas prices and the related levels of capital spending and drilling activity in the areas in which we have operations. Volatility or weakness in oil prices or natural gas prices (or the perception that oil prices or natural gas prices will decrease) affects the spending patterns of our customers and may result in the drilling of fewer new wells. This, in turn, could lead to lower demand for our services and may cause lower utilization of our assets. We have, and may in the future, experience significant fluctuations in operating results as a result of the reactions of our customers to changes in oil and natural gas prices. For example, prolonged low commodity prices experienced by the oil and natural gas industry beginning in late 2014 and uncertainty about future prices even when prices increased, combined with adverse changes in the capital and credit markets, caused many E&P companies to significantly reduce their capital budgets and drilling activity. This resulted in a significant decline in demand for oilfield services and adversely impacted the prices oilfield services companies could charge for their services.

Prices for oil and natural gas historically have been extremely volatile and are expected to continue to be volatile. During the past three years, the posted WTI price for oil has ranged from a low of $26.21 per Bbl in February 2016 to a high of $107.26 per Bbl in June 2014. During 2016, WTI prices ranged from $26.21 to $54.06 per Bbl. If the prices of oil and natural gas continue to be volatile, reverse their recent increases or decline, our operations, financial condition, cash flows and level of expenditures may be materially and adversely affected.

We may be adversely affected by uncertainty in the global financial markets and the deterioration of the financial condition of our customers.

Our future results may be impacted by the uncertainty caused by an economic downturn, volatility or deterioration in the debt and equity capital markets, inflation, deflation or other adverse economic conditions that may negatively affect us or parties with whom we do business resulting in a reduction in our customers' spending and their non-payment or inability to perform obligations owed to us, such as the failure of customers to honor their commitments or the failure of major suppliers to complete orders. Additionally, during times when the natural gas or crude oil markets weaken, our customers are more likely to experience financial difficulties, including being unable to access debt or equity financing, which could result in a reduction in our customers' spending for our services. In addition, in the course of our business we hold accounts receivable from our customers. In the event of the financial distress or bankruptcy of a customer, we could lose all or a portion of such outstanding accounts receivable associated with that customer. Further, if a customer was to enter into bankruptcy, it could also result in the cancellation of all or a portion of our service contracts with such customer at significant expense or loss of expected revenues to us.

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Our operations are subject to inherent risks, some of which are beyond our control. These risks may be self-insured, or may not be fully covered under our insurance policies.

Our operations are subject to hazards inherent in the oil and natural gas industry, such as, but not limited to, accidents, blowouts, explosions, craterings, fires, oil spills and releases of drilling, completion or fracturing fluids or hazardous materials into the environment. These conditions can cause:

•: disruption or suspension of operations;
•: substantial repair or replacement costs;
•: personal injury or loss of human life;
•: significant damage to or destruction of property and equipment;
•: environmental pollution, including groundwater contamination;
•: unusual or unexpected geological formations or pressures and industrial accidents; and
•: substantial revenue loss.

In addition, our operations are subject to, and exposed to, employee/employer liabilities and risks such as wrongful termination, discrimination, labor organizing, retaliation claims and general human resource-related matters.

The occurrence of a significant event or adverse claim in excess of the insurance coverage that we maintain or that is not covered by insurance could have a material adverse effect on our business, liquidity position, financial condition, prospects and results of operations and may increase our costs. Claims for loss of oil and natural gas production and damage to formations can occur in the well services industry. Litigation arising from a catastrophic occurrence at a location where our equipment and services are being used may result in our being named as a defendant in lawsuits asserting large claims.

We do not have insurance against all risks, either because insurance is not available or because of the high premium costs. The occurrence of an event not fully insured against or the failure of an insurer to meet its insurance obligations could result in substantial losses. In addition, we may not be able to maintain adequate insurance in the future at rates we consider reasonable. Insurance may not be available to cover any or all of the risks to which we are subject, or, even if available, it may be inadequate, or insurance premiums or other costs could rise significantly in the future so as to make such insurance prohibitively expensive.

Reliance upon a few large customers may adversely affect our revenues and operating results.

Our top five customers represented approximately 82% and 55% of our combined consolidated revenues for 2015 and 2016, respectively, and approximately 73% and 64% of our combined consolidated revenues for the first quarters of 2016 and 2017, respectively. Within our Well Services segment, our top five customers represented approximately 77% and 62% of our Well Services segment revenues for 2015 and 2016, respectively, and approximately 87% and 69% of our revenues for the first quarters of 2016 and 2017, respectively. Within our Processing Solutions segment, our top five customers represented approximately 98% and 90% of our Processing Solutions segment revenues for 2015 and 2016, respectively, and approximately 89% and 100% of our revenues for the first quarters of 2016 and 2017, respectively. It is likely that we will continue to derive a significant portion of our revenue from a relatively small number of customers in the future. If a major customer fails to pay us, our revenues would be impacted and our operating results and financial condition could be materially harmed. Additionally, if we were to lose any material customer, we may not be able to redeploy our equipment at similar utilization or pricing levels or within a short period of time and such loss could

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have a material adverse effect on our business, liquidity position, financial condition, prospects and results of operations until the equipment is redeployed at similar utilization or pricing levels.

We are exposed to the credit risk of our customers, and any material nonpayment or nonperformance by our customers could adversely affect our financial results.

We are subject to the risk of loss resulting from nonpayment or nonperformance by our customers, many of whose operations are concentrated solely in the domestic E&P industry which, as described above, is subject to volatility and, therefore, credit risk. Our credit procedures and policies may not be adequate to fully reduce customer credit risk. If we are unable to adequately assess the creditworthiness of existing or future customers or unanticipated deterioration in their creditworthiness, any resulting increase in nonpayment or nonperformance by them and our inability to re-market or otherwise use our equipment could have a material adverse effect on our business, liquidity position, financial condition, prospects or results of operations.

We face intense competition that may cause us to lose market share and could negatively affect our ability to market our services and expand our operations.

The oilfield services business is highly competitive and fragmented. Some of our competitors are small companies capable of competing effectively in our markets on a local basis, while others have a broader geographic scope, greater financial and other resources, or other cost efficiencies. Our competitors may be able to respond more quickly to new or emerging technologies and services and changes in customer requirements. Additionally, there may be new companies that enter our business, or re-enter our business with significantly reduced indebtedness following emergence from bankruptcy, or our existing and potential customers may develop their own oilfield services business. Our ability to maintain current revenues and cash flows, and our ability to market our services and expand our operations, could be adversely affected by the activities of our competitors and our customers. If our competitors substantially increase the resources they devote to the development and marketing of competitive services or substantially decrease the prices at which they offer their services, we may be unable to effectively compete. Many contracts are awarded on a bid basis, which may further increase competition based primarily on price. The competitive environment may be further intensified by mergers and acquisitions among oil and natural gas companies or other events that have the effect of reducing the number of available customers. All of these competitive pressures could have a material adverse effect on our business, liquidity position, financial condition, prospects and results of operations. Some of our larger competitors provide a broader range of services on a regional, national or worldwide basis. These companies may have a greater ability to continue oilfield service activities during periods of low commodity prices and to absorb the burden of present and future federal, state, local and other laws and regulations. Any inability to compete effectively could have a material adverse impact on our financial condition and results of operations.

We currently rely on a limited number of third-party manufacturers to build the new high-spec well service rigs that we purchase, and such reliance exposes us to risks including price and timing of delivery.

We currently rely on a limited number of third-party manufacturers to build our new high-spec well service rigs. For example, approximately 72% of our existing high-spec well service rigs were manufactured by NOV. Pursuant to the NOV Purchase Agreement, we expect to accept delivery of an additional 25 high-spec well service rigs periodically throughout the remainder of 2017; however, NOV is not obligated pursuant to the NOV Purchase Agreement to deliver such high-spec well service rigs during 2017, and will not face penalties for delayed delivery, regardless of the length or cause of any delay. If demand for high-spec well service rigs or the components necessary to build such high-spec well service rigs increases or our manufacturers' suppliers face financial distress or bankruptcy, such manufacturers, including NOV, may not be able to provide the new high-spec well service rigs to us on

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schedule or at expected prices. If this were to occur, we could be required to seek other manufacturers to build our high-spec well service rigs and, other than the manufacturers on which we currently rely, there are a limited number of additional manufacturers that are capable of building high-spec service rigs to our specifications. Disruptions in the ability of our manufacturers to deliver our new high-spec well service rigs may adversely affect our revenues or increase our costs.

Our operating history may not be sufficient for investors to evaluate our business and prospects.

We are, and upon completion of transactions described under "Corporate Reorganization" will be, a recently combined company with a short combined operating history, which makes it difficult for potential investors to evaluate our prospective business or operations or the merits of an investment in our securities. The Magna and Bayou acquisitions were completed in June 2016 and October 2016, respectively, and our Predecessor's combined consolidated financial and operating results only reflect the impact of such acquisitions for periods subsequent to such acquisitions. In addition, the Predecessor Companies, which will become our operating subsidiaries in connection with the transactions described under "Corporate Reorganization," have not historically operated on a consolidated or combined basis or under the same management team. Further, certain members of our management team have a limited history operating together and may experience difficulties relating to the efficient integration of varying management systems, processes and procedures. These factors may make it more difficult for investors to evaluate our business and prospects and to forecast our future operating results. For example, the historical combined consolidated and unaudited pro forma condensed financial data may not give you an accurate indication of what our actual results would have been if our corporate reorganization, the Magna and Bayou acquisitions or the formation of our current management team had been completed at the beginning of the periods presented or of what our future results of operations are likely to be. Our future results will depend on our ability to efficiently manage our combined operations and execute our business strategy.

Further, due to the sharp decline in demand for well services beginning in late 2014, and the recent recovery of activity in the well services industry, comparisons of our current and future operating results with prior periods may have limited utility.

The growth of our business through acquisitions may expose us to various risks, including those relating to difficulties in identifying suitable, accretive acquisition opportunities and integrating businesses, assets and personnel, as well as difficulties in obtaining financing for targeted acquisitions and the potential for increased leverage or debt service requirements.

We have pursued and intend to continue to pursue selected, accretive acquisitions of complementary assets and businesses. Acquisitions involve numerous risks, including:

•: unanticipated costs and exposure to liabilities assumed in connection with the acquired business or assets, including but not limited to environmental liabilities;
•: difficulties in integrating the operations and assets of the acquired business and the acquired personnel;
•: limitations on our ability to properly assess and maintain an effective internal control environment over an acquired business;
•: potential losses of key employees and customers of the acquired business;
•: risks of entering markets in which we have limited prior experience; and
•: increases in our expenses and working capital requirements.

The process of integrating an acquired business, including in connection with our corporate reorganization, may involve unforeseen costs and delays or other operational, technical and financial

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difficulties and may require a significant amount of time and resources. Our failure to incorporate the acquired business and assets into our existing operations successfully or to minimize any unforeseen operational difficulties could have a material adverse effect on our business, liquidity position, financial condition, prospects and results of operations. Furthermore, there is intense competition for acquisition opportunities in our industry. Competition for acquisitions may increase the cost of, or cause us to refrain from, completing acquisitions.

In addition, we may not have sufficient capital resources to complete any additional acquisitions. Historically, we have financed our acquisitions primarily with funding from our equity investors, commercial borrowings and cash generated by operations. We may incur substantial indebtedness to finance future acquisitions and also may issue equity, debt or convertible securities in connection with such acquisitions. Debt service requirements could represent a significant burden on our results of operations and financial condition, and the issuance of additional equity or convertible securities could be dilutive to our existing shareholders. Furthermore, we may not be able to obtain additional financing as needed or on satisfactory terms.

Our ability to continue to grow through acquisitions and manage growth will require us to continue to invest in operational, financial and management information systems and to attract, retain, motivate and effectively manage our employees. The inability to effectively manage the integration of acquisitions, including in connection with our corporate reorganization, could reduce our focus on current operations, which, in turn, could negatively impact our earnings and growth. Our financial position and results of operations may fluctuate significantly from period to period, based on whether or not significant acquisitions are completed in particular periods.

We may have difficulty managing growth in our business, which could adversely affect our financial condition and results of operations.

As a recently formed company, growth in accordance with our business plan, if achieved, could place a significant strain on our financial, operational and management resources. As we expand the scope of our activities and our geographic coverage through both organic growth and acquisitions, there will be additional demands on our financial, technical, operational and management resources. The failure to continue to upgrade our technical, administrative, operating and financial control systems or the occurrences of unexpected expansion difficulties, including the failure to recruit and retain experienced managers, engineers and other professionals in the oilfield services industry, could have a material adverse effect on our business, liquidity position, financial condition, prospects and results of operations and our ability to successfully or timely execute our business plan.

We will incur significant capital expenditures for new equipment as we grow our operations and may be required to incur further capital expenditures as a result of advancements in oilfield services technologies.

As we grow our operations we will be required to incur significant capital expenditures to build, acquire, update or replace our existing well service rigs and other equipment. Such demands on our capital and the increase in cost of labor necessary to operate such well service rigs and other equipment could have a material adverse effect on our business, liquidity position, financial condition, prospects and results of operations and may increase our costs. To the extent we are unable to fund such projects, we may have less equipment available for service or our equipment may not be attractive to current or potential customers.

In addition, because the oilfield services industry is characterized by significant technological advancements and introductions of new products and services using new technologies, we may lose market share or be placed at a competitive disadvantage as competitors and others use or develop new technologies or technologies comparable to ours in the future. Further, we may face competitive pressure to implement or acquire certain new technologies at a substantial cost. Some of our

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competitors may have greater financial, technical and personnel resources than we do, which may allow them to gain technological advantages or implement new technologies before we can. Additionally, we may be unable to implement new technologies or services at all, on a timely basis or at an acceptable cost.

In addition to technological advancements by our competitors, new technology could also make it easier for our customers to vertically integrate their operations or otherwise conduct their activities without the need for our equipment and services, thereby reducing or eliminating the need for our services. For example, if further advancements in drilling and completion techniques cause our E&P customers to require well service rigs with different or higher specifications than those in our existing and expected future fleet, or to otherwise require well service equipment that we do not currently own or operate, we may be required to incur significant additional capital expenditures to obtain any such new rigs or other equipment in an effort to meet customer demand. Limits on our ability to effectively obtain, use, implement or integrate new technologies may have a material adverse effect on our business, liquidity position, financial condition, prospects and results of operations.

Increases in the scope or pace of midstream infrastructure development, or decreased federal or state regulation of natural gas pipelines, could decrease demand for our services.

Increases in the scope or pace of midstream infrastructure development could decrease demand for our services. Our processing solutions are designed for the processing of rich natural gas streams at the wellhead or central gathering points in basins where drilling and completion activity has outpaced the development of permanent processing infrastructure. Specifically, our modular MRUs are used by our customers to meet pipeline specifications, extract higher value NGLs, provide fuel gas for wellsites and facilities and reduce emissions at the flare tip, services that are generally required when E&P companies drill oil and natural gas wells in basins without immediate access to sufficient midstream infrastructure and takeaway capacity. To the extent that permanent midstream infrastructure is developed in the basins in which we operate, or the pace of existing development is accelerated as a result of customer demand, the demand for our processing solutions could decrease.

In addition, there has recently been increasing public controversy regarding construction of new natural gas pipelines and the stringency of current regulation of natural gas pipelines, creating uncertainty as to the probability and timing of such construction. Decreases to the stringency of regulation of existing natural gas pipelines at either the state or federal level could reduce the demand for our services and could have a material adverse effect on our business, liquidity position, financial condition, prospects and results of operations.

We may be unable to employ or retain a sufficient number of skilled and experienced workers.

We are dependent upon the available labor pool of skilled employees and may not be able to find or retain enough skilled labor to meet our needs, which could have a negative effect on our growth. The delivery of our products and services requires workers with specialized skills and experience who can perform physically demanding work. As a result of our industry volatility, including the recent and pronounced decline in drilling activity, as well as the demanding nature of the work, many workers have left the oilfield services industry to pursue employment in different fields. Our ability to expand our operations depends in part on our ability to increase the size of our skilled labor force. In addition, our ability to be productive and profitable will depend upon our ability to retain skilled workers. The demand for skilled workers is high and the supply is limited. As a result, competition for experienced oilfield service personnel is intense, and we face significant challenges in competing for crews and management with large and well-established competitors. Recently, we have experienced a significant increase in labor costs, and significant continued increases in the wages paid by competing employers could result in a reduction of our skilled labor force, increases in the wage rates that we must pay, or

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both. If either of these events were to occur, our capacity and profitability could be diminished and our growth potential could be impaired.

In addition, we require full compliance with the Immigration Reform and Control Act of 1986 and other laws concerning immigration and the hiring of legally documented workers. We recognize that foreign nationals may be a valuable source of talent, but that not all foreign nationals are authorized to work for U.S. companies immediately. In some cases, it may be necessary to obtain a required work authorization from the U.S. Department of Homeland Security or similar government agency prior to a foreign national working as an employee for us. Although we do not know of any issues with our employees, we could lose employees or be subject to an enforcement action that may have a material adverse effect on our business, liquidity position, financial condition, prospects and results of operations. We are also subject to the Fair Labor Standards Act, which governs such matters as minimum wage, overtime and other working conditions.

Delays or restrictions in obtaining permits by us for our operations or by our customers for their operations could impair our business.

In most states, our operations and the operations of our customers require permits from one or more governmental agencies in order to perform drilling and completion activities, secure water rights, or other regulated activities. Such permits are typically issued by state agencies, but federal and local governmental permits may also be required. The requirements for such permits vary depending on the location where such regulated activities will be conducted. As with all governmental permitting processes, there is a degree of uncertainty as to whether a permit will be granted, the time it will take for a permit to be issued, and the conditions that may be imposed in connection with the granting of the permit. In addition, some of our customers' drilling and completion activities may take place on federal land or Native American lands, requiring leases and other approvals from the federal government or Native American tribes to conduct such drilling and completion activities or other regulated activities. Under certain circumstances, federal agencies may cancel proposed leases for federal lands and refuse to grant or delay required approvals. Therefore, our customers' operations in certain areas of the United States may be interrupted or suspended for varying lengths of time, causing a loss of revenues to us and adversely affecting our results of operations in support of those customers.

Federal or state legislative and regulatory initiatives related to induced seismicity could result in operating restrictions or delays in the drilling and completion of oil and natural gas wells that may reduce demand for our services and could have a material adverse effect on our business, liquidity position, financial condition, prospects and results of operations.

Our oil and natural gas customers dispose of flowback and produced water or certain other oilfield fluids gathered from oil and natural gas producing operations in accordance with permits issued by government authorities overseeing such disposal activities. While these permits are issued pursuant to existing laws and regulations, these legal requirements are subject to change based on concerns of the public or governmental authorities regarding such disposal activities. One such concern relates to recent seismic events near underground disposal wells used for the disposal by injection of flowback and produced water or certain other oilfield fluids resulting from oil and natural gas activities. When caused by human activity, such events are called induced seismicity.

In March 2016, the United States Geological Survey identified six states with the most significant hazards from induced seismicity, including Oklahoma, Kansas, Texas, Colorado, New Mexico, and Arkansas. In response to concerns regarding induced seismicity, regulators in some states have imposed, or are considering imposing, additional requirements in the permitting of produced water disposal wells or otherwise to assess any relationship between seismicity and the use of such wells. For example, Oklahoma issued new rules for wastewater disposal wells in 2014 that imposed certain permitting and operating restrictions and reporting requirements on disposal wells in proximity to faults

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and also, from time to time, is developing and implementing plans directing certain wells where seismic incidents have occurred to restrict or suspend disposal well operations. The Texas Railroad Commission adopted similar rules in 2014. In addition, ongoing lawsuits allege that disposal well operations have caused damage to neighboring properties or otherwise violated state and federal rules regulating waste disposal. These developments could result in additional regulation and restrictions on the use of injection wells by our customers to dispose of flowback and produced water and certain other oilfield fluids. Increased regulation and attention given to induced seismicity also could lead to greater opposition to, and litigation concerning, oil and natural gas activities utilizing injection wells for waste disposal. Any one or more of these developments may result in our customers having to limit disposal well volumes, disposal rates or locations, or require our customers or third party disposal well operators that are used to dispose of customers' wastewater to shut down disposal wells, which developments could adversely affect our customers' business and result in a corresponding decrease in the need for our services, which could have a material adverse effect on our business, liquidity position, financial condition, prospects and results of operations.

Changes in transportation regulations may increase our costs and negatively impact our results of operations.

We are subject to various transportation regulations including as a motor carrier by the U.S. Department of Transportation ("DOT") and by various federal, state and tribal agencies, whose regulations include certain permit requirements of highway and safety authorities. These regulatory authorities exercise broad powers over our trucking operations, generally governing such matters as the authorization to engage in motor carrier operations, safety, equipment testing, driver requirements and specifications and insurance requirements. The trucking industry is subject to possible regulatory and legislative changes that may impact our operations, such as changes in fuel emissions limits, hours of service regulations that govern the amount of time a driver may drive or work in any specific period, requirements for on-board black box recorder devices or limits on vehicle weight and size. To the extent the federal government continues to develop and propose regulations relating to fuel quality, engine efficiency and greenhouse gas emissions, we may experience an increase in costs related to truck purchases and maintenance, impairment of equipment productivity, a decrease in the residual value of vehicles, unpredictable fluctuations in fuel prices and an increase in operating expenses. Increased truck traffic may contribute to deteriorating road conditions in some areas where our operations are performed.

Further, our operations could be affected by road construction, road repairs, detours and state and local regulations and ordinances restricting access to certain roads, including through routing and weight restrictions. In recent years, certain states, such as North Dakota and Texas, and certain counties have increased enforcement of weight limits on trucks used to transport raw materials, such as the fluids that we transport in connection with our fluids management services, on their public roads. It is possible that the states, counties and cities in which we operate our business may modify their laws to further reduce truck weight limits or impose curfews or other restrictions on the use of roadways. Such legislation and enforcement efforts could result in delays in, and increased costs to, transport fluids and otherwise conduct our business. Proposals to increase federal, state or local taxes, including taxes on motor fuels, are also made from time to time, and any such increase would increase our operating costs. Also, state and local regulation of permitted routes and times on specific roadways could adversely affect our operations. We cannot predict whether, or in what form, any legislative or regulatory changes or municipal ordinances applicable to our logistics operations will be enacted and to what extent any such legislation or regulations could increase our costs or otherwise adversely affect our business or operations.

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We are subject to environmental and occupational health and safety laws and regulations that may expose us to significant costs and liabilities.

Our operations are subject to numerous federal, regional, state and local laws and regulations relating to protection of natural resources and the environment, occupational health and safety, air emissions and water discharges, and the management, transportation and disposal of solid and hazardous wastes and other materials. These laws and regulations impose numerous obligations that may impact our operations, including the acquisition of permits to conduct regulated activities, the imposition of restrictions on the types, quantities and concentrations of various substances that can be released into the environment or injected in formations in connection with oil and natural gas drilling and production activities, the incurrence of capital expenditures to mitigate or prevent releases of materials from our equipment, facilities or from customer locations where we are providing services, the imposition of substantial liabilities for pollution resulting from our operations, and the application of specific health and safety standards or criteria addressing worker protection. Any failure on our part or the part of our customers to comply with these laws and regulations could result in prohibitions or restrictions on operations, assessment of sanctions including administrative, civil and criminal penalties, issuance of corrective action orders requiring the performance of investigatory, remedial or curative activities or enjoining performance of some or all of our operations in a particular area, the occurrence of delays in the permitting or performance of projects and/or government or private claims for personal injury or property or natural resources damages.

Our business activities present risks of incurring significant environmental costs and liabilities, including costs and liabilities resulting from our handling and disposal of oilfield and other wastes, air emissions and wastewater discharges related to our operations and the historical operations and waste disposal practices of our predecessors. Moreover, accidental releases or spills may occur in the course of our operations, and we could incur significant costs and liabilities as a result of such releases or spills, including any third-party claims for damage to property, natural resources or persons. In addition, private parties, including the owners of properties upon which we perform services and facilities where our wastes are taken for reclamation or disposal, also may have the right to pursue legal actions to enforce compliance as well as to seek damages for non-compliance with environmental laws and regulations or for personal injury or property or natural resource damages. Some environmental laws and regulations may impose strict liability, which means that in some situations we could be exposed to liability even if our conduct was lawful at the time it occurred or the conduct of, or conditions caused by, prior operators or other third parties.

The trend in environmental regulation has been to place more restrictions and limitations on activities that may adversely affect the environment, and thus any changes in environmental laws and regulations or re-interpretation of enforcement policies that result in more stringent and costly completion activities, or waste handling, storage transport, disposal, or remediation requirements could have a material adverse effect on our business, liquidity position, financial condition, prospects and results of operations if we are unable to pass on such increased compliance costs to our customers. Our customers may also incur increased costs or delays or restrictions in permitting or operating activities as a result of more stringent environmental laws and regulations, which may result in a curtailment of exploration, development or production activities that would reduce the demand for our services.

We provide services to customers who operate on federal and tribal lands, which are subject to additional regulations.

We provide services to companies operating on federal and tribal lands. Various federal agencies within the U.S. Department of the Interior, particularly the Department of the Interior's Bureau of Land Management ("BLM") and the Bureau of Indian Affairs, along with certain Native American tribes, promulgate and enforce regulations pertaining to oil and natural gas operations on Native American tribal lands and minerals where some of our customers operate. Such operations are subject

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to additional regulatory requirements, including lease provisions, drilling and production requirements, surface use restrictions, environmental standards, royalty considerations and taxes.

The BLM finalized a rule in March 2015 establishing standards for hydraulic fracturing on federal and American Indian lands. In June 2016, a Wyoming federal judge struck down this rule, finding that the BLM lacked authority to promulgate the rule. That decision was appealed by the federal government but, in March 2017, the BLM asked the U.S. Court of Appeals for the Tenth Circuit to stay the proceeding while the agency considers repealing the rule. In November 2016, the BLM finalized a rule regulating the venting and flaring of natural gas, leak detection, air emissions from equipment, well maintenance and unloading, drilling and completions and royalties potentially owed for loss of such emissions from oil and natural gas facilities producing on federal and tribal leases. The final rule became effective in January 2017 and is the subject of pending litigation filed by oil and natural gas trade associations and certain states seeking to modify or overturn the rule. In addition, in a March 28, 2017 executive order, President Trump directed the Secretary of the Interior to review these and several other BLM rules related to oil and gas operations and, if appropriate, to suspend, revise, or rescind the rules. The executive order also directs all executive agencies more broadly to review existing regulations that potentially burden the development or use of domestically produced energy resources.

The U.S. Environmental Protection Agency ("EPA") also issued a Federal Implementation Plan ("FIP") to implement the Federal Minor New Source Review Program on tribal lands for oil and natural gas production. The FIP creates a permit-by-rule process for minor air sources that also incorporates emission limits and other requirements under various federal air quality standards, applying them to a range of equipment and processes used in oil and natural gas production. The FIP does not apply in areas of ozone non-attainment. As a result, the EPA may impose area-specific regulations in certain areas identified as tribal lands that may require additional emissions controls on existing equipment.

Depending on the ultimate outcome of any agency reviews and pending litigation, these regulations could result in increased compliance costs or additional operating restrictions, and could have a material adverse effect on our business, liquidity position, financial condition, prospects, results of operations, demand for our services and cash flows.

Any future indebtedness could adversely affect our financial condition.

Although we will have no indebtedness outstanding at the closing of this offering, we expect that we will be able to borrow up to $ million our Credit Facility.

In addition, subject to the limits contained in our Credit Facility, we may incur substantial additional debt from time to time. Any borrowings we may incur in the future would have several important consequences for our future operations, including that:

•: covenants contained in the documents governing such indebtedness may require us to meet or maintain certain financial tests, which may affect our flexibility in planning for, and reacting to, changes in our industry, such as being able to take advantage of acquisition opportunities when they arise;
•: our ability to obtain additional financing for working capital, capital expenditures, acquisitions, general corporate and other purposes may be limited;
•: we may be competitively disadvantaged compared to our competitors that have greater access to capital resources; and
•: we may be more vulnerable to adverse economic and industry conditions.

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If we incur indebtedness in the future, we may have significant principal payments due at specified future dates under the documents governing such indebtedness. Our ability to meet such principal obligations will be dependent upon future performance, which in turn will be subject to general economic conditions, industry cycles and financial, business and other factors affecting our operations, many of which are beyond our control. Our business may not continue to generate sufficient cash flow from operations to repay any incurred indebtedness. If we are unable to generate sufficient cash flow from operations, we may be required to sell assets, to refinance all or a portion of such indebtedness or to obtain additional financing.

Our Credit Facility will subject us to various financial and other restrictive covenants. These restrictions may limit our operational or financial flexibility and could subject us to potential defaults under our Credit Facility.

Our Credit Facility will subject us to significant financial and other restrictive covenants, including, but not limited to, restrictions on incurring additional debt and certain distributions. Our ability to comply with these financial condition tests can be affected by events beyond our control and we may not be able to do so.

Our Credit Facility will contain certain financial covenants, including a certain leverage ratio, a certain minimum fixed charge coverage ratio and a certain minimum liquidity level we must maintain. Please see "Management's Discussion and Analysis of Financial Condition and Results of Operation—Liquidity and Capital Resources—Our Debt Agreements."

If we are unable to remain in compliance with the financial covenants of our Credit Facility, then amounts outstanding thereunder may be accelerated and become due immediately. Any such acceleration could have a material adverse effect on our business, liquidity position, financial condition, prospects and results of operations.

Ranger Services has had difficulty maintaining compliance with the covenants and ratios required under the Ranger Line of Credit and Ranger Note. We may have similar difficulties with the new Credit Facility that we expect to enter into in connection with the consummation of this offering. Failure to maintain compliance with these financial covenants or ratios could adversely affect our business, financial condition, results of operations and cash flows.

We have historically relied on our existing debt facilities, such as the Ranger Line of Credit and Ranger Note, and, in connection with the consummation of this offering, expect to rely on the new Credit Facility to provide liquidity and support for our operations and growth objectives, as necessary. We expect that the new Credit Facility will require us to comply with certain financial covenants and ratios. Our ability to comply with these restrictions and covenants in the future is uncertain and will be affected by the levels of cash flow from our operations and events or circumstances beyond our control, including events and circumstances that may stem from the condition of financial markets and commodity price levels. For example, as of March 31, 2017, Ranger Services' leverage ratio exceeded the threshold of 1.75 to 1.00 under the Ranger Line of Credit and Ranger Note and Ranger Services did not generate the required minimum net income of zero or greater. Ranger Services was in compliance with all other covenants at that time. On May 17, 2017, Ranger Services obtained a waiver of such non-compliance with respect to the first quarter of 2017 from the lender under the Ranger Line of Credit and Ranger Note. There can be no assurance we will be able to obtain future waivers from the lender under the Ranger Line of Credit and Ranger Note. We have classified the outstanding debt under the Ranger Line of Credit and Ranger Note as current because Ranger Services does not anticipate being in compliance with all covenants and ratios required under the Ranger Line of Credit and Ranger Note in the next twelve months. We have obtained additional commitments from CSL for additional capital through at least March 31, 2018. We plan to repay and retire the Ranger Line of Credit and Ranger Note from the proceeds of this offering.

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In the event that we are unable to access sufficient capital to fund our business and planned capital expenditures, we may be required to curtail potential acquisitions, strategic growth projects, portions of our current operations and other activities. A lack of capital could result in a decrease in our operations, subject us to claims of breach under customer and supplier contracts and may force us to sell some of our assets or issue additional equity on an untimely or unfavorable basis, each of which could adversely affect our business, financial condition, results of operations and cash flows.

Increases in interest rates could adversely impact the price of our shares, our ability to issue equity or incur debt for acquisitions or other purposes.

Interest rates on future borrowings, credit facilities and debt offerings could be higher than current levels, causing our financing costs to increase accordingly. Changes in interest rates, either positive or negative, may affect the yield requirements of investors who invest in our shares, and a rising interest rate environment could have an adverse impact on the price of our shares, our ability to issue equity or incur debt for acquisitions or other purposes.

Fuel conservation measures could reduce demand for oil and natural gas which would in turn reduce the demand for our services.

Fuel conservation measures, alternative fuel requirements and increasing consumer demand for alternatives to oil and natural gas could reduce demand for oil and natural gas. The impact of the changing demand for oil and natural gas may have a material adverse effect on our business, liquidity position, financial condition, prospects and results of operations. Additionally, the increased competitiveness of alternative energy sources (such as wind, solar geothermal, tidal, and biofuels) could reduce demand for hydrocarbons and therefore for our services, which would lead to a reduction in our revenues.

Unsatisfactory safety performance may negatively affect our customer relationships and, to the extent we fail to retain existing customers or attract new customers, adversely impact our revenues.

Our ability to retain existing customers and attract new business is dependent on many factors, including our ability to demonstrate that we can reliably and safely operate our business in a manner that is consistent with applicable laws, rules and permits, which legal requirements are subject to change. Existing and potential customers consider the safety record of their third-party service providers to be of high importance in their decision to engage such providers. If one or more accidents were to occur at one of our operating sites, the affected customer may seek to terminate or cancel its use of our equipment or services and may be less likely to continue to use our services, which could cause us to lose substantial revenues. Furthermore, our ability to attract new customers may be impaired if they view our safety record as unacceptable. In addition, it is possible that we will experience multiple or particularly severe accidents in the future, causing our safety record to deteriorate. This may be more likely as we continue to grow, if we experience high employee turnover or labor shortage, or hire inexperienced personnel to bolster our staffing needs.

Climate change legislation and regulations restricting or regulating emissions of greenhouse gases could result in increased operating and capital costs and reduced demand for our services.

Climate change continues to attract considerable public and scientific attention. As a result, certain requirements have been enacted, and numerous proposals are likely to continue to be made at the international, national, regional and state levels of government to monitor and limit emissions of greenhouse gases ("GHGs"). These efforts have included cap-and-trade programs, carbon taxes, GHG reporting and tracking programs and regulations that directly limit GHG emissions from certain sources.

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At the federal level, no comprehensive climate change legislation has been implemented to date. The EPA has, however, adopted rules under authority of the federal Clean Air Act that, among other things, establish Potential for Significant Deterioration ("PSD") construction and Title V operating permit reviews for GHG emissions from certain large stationary sources that are also major sources of certain principal, or criteria, pollutant emissions, which reviews could require securing PSD permits at covered facilities emitting GHGs and meeting "best available control technology" standards for those GHG emissions. In addition, the EPA has adopted rules requiring the monitoring and annual reporting of GHG emissions from certain petroleum and natural gas system sources in the United States, including, among others, onshore and offshore production facilities, which include certain of our customers' operations. In October 2015, the EPA amended and expanded the GHG reporting requirements to all segments of the oil and natural gas industry, including gathering and boosting facilities as well as completions and workovers from hydraulically fractured oil wells, and in January 2016, the EPA proposed additional revisions to leak detection methodology to align the reporting rules with the new source performance standards.

Federal agencies also have begun directly regulating emissions of methane, a GHG, from oil and natural gas operations. In June 2016, the EPA published NSPS, known as Subpart Quad OOOOa, that require certain new, modified or reconstructed facilities in the oil and natural gas sector to reduce methane gas and VOC emissions. In April 2017, the EPA announced that it will review Subpart Quad OOOOa and will initiate reconsideration proceedings to potentially revise or rescind portions of the rule. In addition, the EPA has issued a stay of the June 3, 2017 compliance date applicable to fugitive emissions monitoring requirements for 90 days.

At the international level, the United States joined the international community at the 21st Conference of the Parties of the United Nations Framework Convention on Climate Change in Paris, France that requires member countries to review and "represent a progression" in their intended nationally determined contributions, which set GHG emission reduction goals every five years beginning in 2020. The Paris Agreement entered into force in November 2016 and the United States is one of over 100 nations that indicated an intent to comply with the agreement. Although this agreement does not create any binding obligations for nations to limit their GHG emissions, it does include pledges to voluntarily limit or reduce future emissions.

The adoption and implementation of any international, federal or state legislation or regulations that require reporting of GHGs or otherwise restrict emissions of GHGs could result in increased compliance costs or additional operating restrictions, and could have a material adverse effect on our business, liquidity position, financial condition, prospects, results of operations, demand for our services and cash flows.

The Endangered Species Act and Migratory Bird Treaty Act and other restrictions intended to protect certain species of wildlife govern our and our customers' operations and additional restrictions may be imposed in the future, which constraints could have an adverse impact on our ability to expand some of our existing operations or limit our customers' ability to develop new oil and natural gas wells.

Oil and natural gas operations in our operating areas can be adversely affected by seasonal or permanent restrictions on drilling activities designed to protect various wildlife, which may limit our ability to operate in protected areas. Permanent restrictions imposed to protect endangered species could prohibit drilling in certain areas or require the implementation of expensive mitigation measures.

For example, the Endangered Species Act (the "ESA") restricts activities that may affect endangered or threatened species or their habitats and provides for substantial penalties in cases where covered species are killed or injured. Similar protections are offered to migratory birds under the Migratory Bird Treaty Act (the "MBTA"). To the extent species that are listed under the ESA or similar state laws, or are protected under the MBTA, or the designation of previously unprotected

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species as threatened or endangered in areas where we or our customers operate could cause us or our customers to incur increased costs arising from species protection measures and could result in delays or limitations in our or our customers' performance of operations, which could adversely affect or reduce demand for our services.

We rely on a few key employees whose absence or loss could adversely affect our business.

Many key responsibilities within our business have been assigned to a small number of employees. The loss of their services could adversely affect our business. In particular, the loss of the services of one or more members of our executive team, including our President and Chief Executive Officer or Chief Financial Officer, could disrupt our operations. We do not maintain "key person" life insurance policies on any of our employees. As a result, we are not insured against any losses resulting from the death of our key employees.

We may be subject to claims for personal injury and property damage, which could materially adversely affect our financial condition, prospects and results of operations.

Our services are subject to inherent risks that can cause personal injury or loss of life, damage to or destruction of property, equipment or the environment or the suspension of our operations. Litigation arising from operations where our services are provided may cause us to be named as a defendant in lawsuits asserting potentially large claims including claims for exemplary damages. We maintain what we believe is customary and reasonable insurance to protect our business against these potential losses, but such insurance may not be adequate to cover our liabilities, and we are not fully insured against all risks.

In addition, and subject to certain exceptions, our customers typically assume responsibility for, including control and removal of, all other pollution or contamination which may occur during operations, including that which may result from seepage or any other uncontrolled flow of drilling and completion fluids. We may have liability in such cases if we are negligent or commit willful acts. Our customers generally agree to indemnify us against claims arising from their employees' personal injury or death to the extent that, in the case of our operations, their employees are injured or their properties are damaged by such operations, unless resulting from our gross negligence or willful misconduct. Our customers also generally agree to indemnify us for loss or destruction of customer-owned property or equipment. In turn, we agree to indemnify our customers for loss or destruction of property or equipment we own and for liabilities arising from personal injury to or death of any of our employees, unless resulting from gross negligence or willful misconduct of the customer. However, we might not succeed in enforcing such contractual allocation or might incur an unforeseen liability falling outside the scope of such allocation. As a result, we may incur substantial losses which could materially and adversely affect our financial condition and results of operation.

Anti-indemnity provisions enacted by many states may restrict or prohibit a party's indemnification of us.

We typically enter into agreements with our customers governing the provision of our services, which usually include certain indemnification provisions for losses resulting from operations. Such agreements may require each party to indemnify the other against certain claims regardless of the negligence or other fault of the indemnified party; however, many states place limitations on contractual indemnity agreements, particularly agreements that indemnify a party against the consequences of its own negligence. Furthermore, certain states, including Texas and Wyoming, have enacted statutes generally referred to as "oilfield anti-indemnity acts" expressly prohibiting certain indemnity agreements contained in or related to oilfield services agreements. Such anti-indemnity acts may restrict or void a party's indemnification of us, which could have a material adverse effect on our business, liquidity position, financial condition, prospects and results of operations.

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Seasonal weather conditions and natural disasters could severely disrupt normal operations and harm our business.

Our operations are located in different regions of the United States. Some of these areas, including the Denver-Julesburg Basin and the Bakken Shale, are adversely affected by seasonal weather conditions, primarily in the winter and spring. During periods of heavy snow, ice, wind or rain, we may be unable to move our equipment between locations, thereby reducing our ability to provide services and generate revenues, or we could suffer weather-related damage to our facilities and equipment, resulting in delays in operations. The exploration activities of our customers may also be affected during such periods of adverse weather conditions. Additionally, extended drought conditions in our operating regions could impact our ability or our customers' ability to source sufficient water or increase the cost for such water. As a result, a natural disaster or inclement weather conditions could severely disrupt the normal operation of our business and adversely impact our financial condition and results of operations.

In addition, some scientists have concluded that increasing concentrations of GHGs in the atmosphere may produce climate changes that have significant physical effects, such as increased frequency and severity of storms, droughts, and floods and other climate events that could have an adverse effect on our operations and the operations of our customers.

If we are unable to fully protect our intellectual property rights, or if any disputes regarding intellectual property rights arise with third parties, we may suffer a loss in our competitive advantage or market share.

We do not have patents or patent applications relating to many of our key processes and technology. If we are not able to maintain the confidentiality of our trade secrets, or if our competitors are able to replicate our technology or services, our competitive advantage would be diminished. We cannot assure you we will be able to prevent our competitors from employing comparable technologies or processes.

In addition, third parties from time to time may initiate litigation against us by asserting that the conduct of our business infringes, misappropriates or otherwise violates intellectual property rights. If we are sued for infringement and lose, we could be required to pay substantial damages and/or be enjoined from using or selling the infringing products or technology. Any legal proceeding concerning intellectual property could be protracted and costly regardless of the merits of any claim and is inherently unpredictable and could have a material adverse effect on our financial condition, regardless of its outcome.

Additionally, we currently license certain third party intellectual property in connection with our business, and the loss of any such license could adversely impact our financial condition and results of operations.

We may be subject to interruptions or failures in our information technology systems.

We rely on sophisticated information technology systems and infrastructure to support our business, including process control technology. Any of these systems may be susceptible to outages due to fire, floods, power loss, telecommunications failures, usage errors by employees, computer viruses, cyber-attacks or other security breaches, or similar events. The failure of any of our information technology systems may cause disruptions in our operations, which could adversely affect our revenues and profitability.

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We are subject to cyber security risks. A cyber incident could occur and result in information theft, data corruption, operational disruption and/or financial loss.

The oil and natural gas industry has become increasingly dependent on digital technologies to conduct certain processing activities. For example, we depend on digital technologies to perform many of our services and to process and record financial and operating data. At the same time, cyber incidents, including deliberate attacks, have increased. The U.S. government has issued public warnings that indicate that energy assets might be specific targets of cyber security threats. Our technologies, systems and networks, and those of our vendors, suppliers and other business partners, may become the target of cyberattacks or information security breaches that could result in the unauthorized release, gathering, monitoring, misuse, loss or destruction of proprietary and other information, or other disruption of business operations. In addition, certain cyber incidents, such as surveillance, may remain undetected for an extended period. Our systems and insurance coverage for protecting against cyber security risks may not be sufficient. As the sophistication of cyber incidents continues to evolve, we will likely be required to expend additional resources to continue to modify or enhance our protective measures or to investigate and remediate any vulnerability to cyber incidents. Our insurance coverage for cyberattacks may not be sufficient to cover all the losses we may experience as a result of such cyberattacks.

A terrorist attack or armed conflict could harm our business.

The occurrence or threat of terrorist attacks in the United States or other countries, anti-terrorist efforts and other armed conflicts involving the United States or other countries, including continued hostilities in the Middle East, may adversely affect the United States and global economies and could prevent us from meeting our financial and other obligations. If any of these events occur, the resulting political instability and societal disruption could reduce overall demand for oil and natural gas, potentially putting downward pressure on demand for our services and causing a reduction in our revenues. Oil and natural gas-related facilities could be direct targets of terrorist attacks, and our operations could be adversely impacted if infrastructure integral to our customers' operations is destroyed or damaged. Costs for insurance and other security may increase as a result of these threats, and some insurance coverage may become more difficult to obtain, if available at all.

We may record losses or impairment charges related to idle assets or assets that we sell.

Prolonged periods of low utilization, changes in technology or the sale of assets below their carrying value may cause us to experience losses in our results of operations. These events could result in the recognition of impairment charges that negatively impact our financial results. Significant impairment charges as a result of a decline in market conditions or otherwise could have a material adverse effect on our results of operations in future periods.

Risks Related to this Offering and Our Class A Common Stock

The requirements of being a public company, including compliance with the reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the requirements of Sarbanes-Oxley, may strain our resources, increase our costs and distract management, and we may be unable to comply with these requirements in a timely or cost-effective manner.

As a public company, we will need to comply with laws, regulations and requirements that are new to us, certain corporate governance provisions of Sarbanes-Oxley, related regulations of the SEC and the requirements of the NYSE, with which we are not required to comply as a private company. Complying with these statutes, regulations and requirements will occupy a significant amount of time of

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our board of directors and management and will significantly increase our costs and expenses. We will need to:

•: institute a more comprehensive compliance function;
•: comply with rules promulgated by the NYSE;
•: continue to prepare and distribute periodic public reports in compliance with our obligations under the federal securities laws;
•: establish new internal policies, such as those relating to insider trading; and
•: involve and retain to a greater degree outside counsel and accountants in the above activities.

Furthermore, while we generally must comply with Section 404 of Sarbanes-Oxley for our fiscal year ending December 31, 2018, we are not required to have our independent registered public accounting firm attest to the effectiveness of our internal controls until our first annual report subsequent to our ceasing to be an "emerging growth company" within the meaning of Section 2(a)(19) of the Securities Act. Accordingly, we may not be required to have our independent registered public accounting firm attest to the effectiveness of our internal controls until as late as our annual report for the fiscal year ending December 31, 2022. Once it is required to do so, our independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which our controls are documented, designed, operated or reviewed. Compliance with these requirements may strain our resources, increase our costs and distract management, and we may be unable to comply with these requirements in a timely or cost-effective manner.

In addition, we expect that being a public company subject to these rules and regulations may make it more difficult and more expensive for us to obtain director and officer liability insurance and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract and retain qualified individuals to serve on our board of directors or as executive officers. We are currently evaluating these rules, and we cannot predict or estimate the amount of additional costs we may incur or the timing of such costs.

We have identified a material weakness in our internal control over financial reporting and may identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls, which may result in material misstatements of our financial statements or cause us to fail to meet our periodic reporting obligations.

As a public company, we will be required to maintain internal control over financial reporting and to report any material weaknesses in those internal controls, subject to any exemptions that we avail ourselves to under the JOBS Act. For example, we will be required to perform system and process evaluation and testing of our internal control over financial reporting to allow management to report on the effectiveness of our internal control over financial reporting, as required by Section 404 of Sarbanes-Oxley. We are in the process of designing, implementing, and testing internal control over financial reporting required to comply with this obligation.

We and our independent auditors have identified material weaknesses in internal control over financial reporting as of December 31, 2016. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. The material weakness related to the lack of sufficient qualified accounting personnel, which led to the incorrect application of generally accepted accounting principles, ineffective controls over accounting for non-routine and/or complex transactions, and ineffective controls over the financial statement close and reporting processes.

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Our failure to implement and maintain effective internal control over financial reporting could result in errors in our financial statements that could result in a restatement of our financial statements and cause us to fail to meet our reporting obligations. Ineffective internal controls could also cause investors to lose confidence in our reported financial information, which could have a negative effect on the trading price of our Class A common stock.

The initial public offering price of our Class A common stock may not be indicative of the market price of our Class A common stock after this offering. In addition, an active, liquid and orderly trading market for our Class A common stock may not develop or be maintained, and our stock price may be volatile.

Prior to this offering, our Class A common stock was not traded on any market. An active, liquid and orderly trading market for our Class A common stock may not develop or be maintained after this offering. Active, liquid and orderly trading markets usually result in less price volatility and more efficiency in carrying out investors' purchase and sale orders. The market price of our Class A common stock could vary significantly as a result of a number of factors, some of which are beyond our control. In the event of a drop in the market price of our Class A common stock, you could lose a substantial part or all of your investment in our Class A common stock. The initial public offering price will be negotiated between us, the selling shareholders and representatives of the underwriters, based on numerous factors that we discuss in "Underwriting," and may not be indicative of the market price of our Class A common stock after this offering. Consequently, you may not be able to sell shares of our Class A common stock at prices equal to or greater than the price paid by you in this offering.

The following factors could affect our stock price:

•: quarterly variations in our financial and operating results;
•: the public reaction to our press releases, our other public announcements and our filings with the SEC;
•: strategic actions by our competitors;
•: changes in revenues or earnings estimates, or changes in recommendations or withdrawal of research coverage, by equity research analysts;
•: speculation in the press or investment community;
•: the failure of research analysts to cover our Class A common stock;
•: sales of our Class A common stock by us or other shareholders, or the perception that such sales may occur;
•: equity capital markets transactions by other oilfield services companies, including by way of initial public offerings;
•: changes in accounting principles, policies, guidance, interpretations or standards;
•: additions or departures of key management personnel;
•: actions by our shareholders;
•: general market conditions, including fluctuations in commodity prices;
•: changes in, or investors' perception of, the oil and natural gas industry;
•: litigation involving us, our industry, or both;
•: domestic and international economic, legal and regulatory factors unrelated to our performance; and
•: the realization of any risks described under this "Risk Factors" section.

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The stock markets in general have experienced extreme volatility that has often been unrelated or disproportionate to the operating performance of particular companies. These broad market fluctuations may adversely affect the trading price of our Class A common stock. Securities class action litigation has often been instituted against companies following periods of volatility in the overall market and in the market price of a company's securities. Such litigation, if instituted against us, could result in very substantial costs, divert our management's attention and resources and harm our business, operating results and financial condition.

CSL has the ability to direct the voting of a majority of our voting stock, and their interests may conflict with those of our other shareholders.

Upon completion of this offering, the Existing Owners will initially own approximately % of our voting stock (or approximately % if the underwriters' option to purchase additional shares is exercised in full). CSL holds a majority of the voting interests in each of the Existing Owners. As a result, CSL will be able to control matters requiring shareholder approval, including the election of directors, changes to our organizational documents and significant corporate transactions. This concentration of ownership makes it unlikely that any other holder or group of holders of our Class A common stock will be able to affect the way we are managed or the direction of our business. The interests of CSL with respect to matters potentially or actually involving or affecting us, such as future acquisitions, financings and other corporate opportunities and attempts to acquire us, may conflict with the interests of our other shareholders.

For example, CSL may have different tax positions from us, especially in light of the Tax Receivable Agreement, that could influence its decisions regarding whether and when to support the disposition of assets, the incurrence or refinancing of new or existing indebtedness, or the termination of the Tax Receivable Agreement and the acceleration of our obligations thereunder. In addition, the determination of future tax reporting positions, the structuring of future transactions and the handling of any challenge by any taxing authority to our tax reporting positions may take into consideration CSL tax or other considerations that may differ from the considerations of us or our other shareholders. Please see "Certain Relationships and Related Party Transactions—Tax Receivable Agreement."

Given this concentrated ownership, CSL would have to approve any potential acquisition of us. The existence of a significant shareholder may have the effect of deterring hostile takeovers, delaying or preventing changes in control or changes in management, or limiting the ability of our other shareholders to approve transactions that they may deem to be in the best interests of our company. Moreover, CSL's concentration of stock ownership may adversely affect the trading price of our Class A common stock to the extent investors perceive a disadvantage in owning stock of a company with a significant shareholder.

Certain of our executive officers and directors have significant duties with, and spend significant time serving, entities that may compete with us in seeking acquisitions and business opportunities and, accordingly, may have conflicts of interest in allocating time or pursuing business opportunities.

Certain of our executive officers and directors, who are responsible for managing the direction of our operations, hold positions of responsibility with other entities (including affiliated entities) that are in the oil and natural gas industry. These executive officers and directors may become aware of business opportunities that may be appropriate for presentation to us as well as to the other entities with which they are or may become affiliated. Due to these existing and potential future affiliations, these individuals may present potential business opportunities to other entities prior to presenting them to us, which could cause additional conflicts of interest. They may also decide that certain opportunities are more appropriate for other entities with which they are affiliated, and as a result, they may elect not to present those opportunities to us. These conflicts may not be resolved in our favor. For

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additional discussion of our management's business affiliations and the potential conflicts of interest of which our shareholders should be aware, see "Certain Relationships and Related Party Transactions."

CSL and its respective affiliates are not limited in their ability to compete with us, and the corporate opportunity provisions in our amended and restated certificate of incorporation could enable CSL to benefit from corporate opportunities that might otherwise be available to us.

Our governing documents will provide that CSL and its respective affiliates (including portfolio investments of CSL and its affiliates) are not restricted from owning assets or engaging in businesses that compete directly or indirectly with us. In particular, subject to the limitations of applicable law, our amended and restated certificate of incorporation will, among other things:

•: permit CSL and its respective affiliates to conduct business that competes with us and to make investments in any kind of property in which we may make investments; and
•: provide that if CSL or its respective affiliates, or any employee, partner, member, manager, officer or director of CSL or its respective affiliates who is also one of our directors or officers, becomes aware of a potential business opportunity, transaction or other matter, they will have no duty to communicate or offer that opportunity to us.

CSL or its respective affiliates may become aware, from time to time, of certain business opportunities (such as acquisition opportunities) and may direct such opportunities to other businesses in which they have invested, in which case we may not become aware of or otherwise have the ability to pursue such opportunity. Furthermore, such businesses may choose to compete with us for these opportunities, possibly causing these opportunities to not be available to us or causing them to be more expensive for us to pursue. In addition, CSL and its respective affiliates may dispose of equipment or other assets in the future, without any obligation to offer us the opportunity to purchase any of those assets. As a result, our renouncing our interest and expectancy in any business opportunity that may be from time to time presented to CSL and its respective affiliates could adversely impact our business or prospects if attractive business opportunities are procured by such parties for their own benefit rather than for ours.

A significant reduction by CSL of its ownership interests in us could adversely affect us.

We believe that CSL's ownership interest in us provides it with an economic incentive to assist us to be successful. Upon the expiration or earlier waiver of the lock-up restrictions on transfers or sales of our securities following the completion of this offering, CSL will not be subject to any obligation to maintain its ownership interest in us and may elect at any time thereafter to sell all or a substantial portion of or otherwise reduce its ownership interest in us. If CSL sells all or a substantial portion of its ownership interest in us, it may have less incentive to assist in our success and its affiliate(s) that are expected to serve as members of our board of directors may resign. Such actions could adversely affect our ability to successfully implement our business strategies which could adversely affect our cash flows or results of operations.

Our amended and restated certificate of incorporation and amended and restated bylaws, as well as Delaware law, will contain provisions that could discourage acquisition bids or merger proposals, which may adversely affect the market price of our Class A common stock and could deprive our investors of the opportunity to receive a premium for their shares.

Our amended and restated certificate of incorporation will authorize our board of directors to issue preferred stock without shareholder approval in one or more series, designate the number of shares constituting any series, and fix the rights, preferences, privileges and restrictions thereof, including dividend rights, voting rights, rights and terms of redemption, redemption price or prices and liquidation preferences of such series. If our board of directors elects to issue preferred stock, it could

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be more difficult for a third party to acquire us. In addition, some provisions of our amended and restated certificate of incorporation and amended and restated bylaws could make it more difficult for a third party to acquire control of us, even if the change of control would be beneficial to our shareholders. These provisions include:

•: after CSL and its affiliates no longer collectively hold more than 50% of the voting power of our common stock, dividing our board of directors into three classes of directors, with each class serving staggered three-year terms;
•: after CSL and its affiliates no longer collectively hold more than 50% of the voting power of our common stock, providing that all vacancies, including newly created directorships, may, except as otherwise required by law or, if applicable, the rights of holders of a series of preferred stock, only be filled by the affirmative vote of a majority of directors then in office, even if less than a quorum (prior to such time, vacancies may also be filled by shareholders holding a majority of the outstanding shares entitled to vote);
•: after CSL and its affiliates no longer collectively hold more than 50% of the voting power of our common stock, permitting any action by shareholders to be taken only at an annual meeting or special meeting rather than by a written consent of the shareholders, subject to the rights of any series of preferred stock with respect to such rights;
•: after CSL and its affiliates no longer collectively hold more than 50% of the voting power of our common stock, permitting special meetings of our shareholders to be called only by our board of directors pursuant to a resolution adopted by the affirmative vote of a majority of the total number of authorized directors whether or not there exist any vacancies in previously authorized directorships (prior to such time, a special meeting may also be called at the request of shareholders holding a majority of the outstanding shares entitled to vote);
•: after CSL and its affiliates no longer collectively hold more than 50% of the voting power of our common stock, requiring the affirmative vote of the holders of at least % in voting power of all then outstanding common stock entitled to vote generally in the election of directors, voting together as a single class, to remove any or all of the directors from office at any time, and directors will be removable only for "cause";
•: prohibiting cumulative voting in the election of directors;
•: establishing advance notice provisions for shareholder proposals and nominations for elections to the board of directors to be acted upon at meetings of shareholders; and
•: providing that the board of directors is expressly authorized to adopt, or to alter or repeal our bylaws.

In addition, certain change of control events have the effect of accelerating the payment due under the Tax Receivable Agreement, which could be substantial and accordingly serve as a deterrent to a potential acquirer of our company. Please see "—Risks Related to Our Corporate Reorganization and Resulting Structure—In certain cases, payments under the Tax Receivable Agreement may be accelerated and/or significantly exceed the actual benefits, if any, we realize in respect of the tax attributes subject to the Tax Receivable Agreement."

Our amended and restated certificate of incorporation will designate the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our shareholders, which could limit our shareholders' ability to obtain a favorable judicial forum for disputes with us or our directors, officers, employees or agents.

Our amended and restated certificate of incorporation will provide that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will, to

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the fullest extent permitted by applicable law, be the sole and exclusive forum for (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers, employees or agents to us or our shareholders, (iii) any action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law (the "DGCL"), our amended and restated certificate of incorporation or our amended and restated bylaws, or (iv) any action asserting a claim against us that is governed by the internal affairs doctrine, in each such case subject to such Court of Chancery having personal jurisdiction over the indispensable parties named as defendants therein. Any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock will be deemed to have notice of, and consented to, the provisions of our amended and restated certificate of incorporation described in the preceding sentence. This choice of forum provision may limit a shareholder's ability to bring a claim in a judicial forum that it considers more likely to be favorable for disputes with us or our directors, officers, employees or agents, which may discourage such lawsuits against us and such persons. Alternatively, if a court were to find these provisions of our amended and restated certificate of incorporation inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect our business, financial condition, prospects or results of operations.

We may invest or spend the proceeds of this offering in ways with which you may not agree or in ways which may not yield a return.

A portion of the net proceeds from this offering are expected to be used for general corporate purposes, including funding potential future acquisitions and other capital expenditures. Our management will have considerable discretion in the application of the net proceeds, and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. The net proceeds may be used for corporate purposes that do not increase our operating results or market value. Until the net proceeds are used, they may be placed in investments that do not produce significant income or that may lose value.

Investors in this offering will experience immediate and substantial dilution of $ per share.

Based on an assumed initial public offering price of $ per share (the midpoint of the price range set forth on the cover of this prospectus), purchasers of our Class A common stock in this offering will experience an immediate and substantial dilution of $ per share in the as adjusted net tangible book value per share of Class A common stock from the initial public offering price, and our as adjusted net tangible book value as of March 31, 2017 after giving effect to this offering would be $ per share. This dilution is due in large part to earlier investors having paid substantially less than the initial public offering price when they purchased their shares. See "Dilution."

We do not intend to pay cash dividends on our Class A common stock, and our Credit Facility will place certain restrictions on our ability to do so. Consequently, your only opportunity to achieve a return on your investment is if the price of our Class A common stock appreciates.

We do not plan to declare cash dividends on shares of our Class A common stock in the foreseeable future. Additionally, our Credit Facility will place certain restrictions on our ability to pay cash dividends. Consequently, your only opportunity to achieve a return on your investment in us will be if you sell your Class A common stock at a price greater than you paid for it. There is no guarantee that the price of our Class A common stock that will prevail in the market will ever exceed the price that you pay in this offering.

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Future sales of our Class A common stock in the public market, or the perception that such sales may occur, could reduce our stock price, and any additional capital raised by us through the sale of equity or convertible securities may dilute your ownership in us.

We may sell additional shares of Class A common stock or securities convertible into Class A common stock in subsequent public offerings. After the completion of this offering, we will have outstanding shares of Class A common stock. This number includes shares that we are selling in this offering and shares that we may sell in this offering if the underwriters' option to purchase additional shares is fully exercised, which may be resold immediately in the public market. Following the completion of this offering, certain of the Existing Owners will own shares of our Class B common stock, or, assuming full exercise of the underwriters' option to purchase additional shares, approximately % of our total outstanding shares. The Existing Owners will be party to a registration rights agreement, which will require us to effect the registration of any shares of Class A common stock held by an Existing Owner or that an Existing Owner receives upon redemption of its shares of Class B common stock in certain circumstances no earlier than the expiration of the lock-up period contained in the underwriting agreement entered into in connection with this offering.

In connection with this offering, we intend to file a registration statement with the SEC on Form S-8 providing for the registration of shares of our Class A common stock issued or reserved for issuance under our long term incentive plan. Subject to the satisfaction of vesting conditions, the expiration of lock-up agreements and the requirements of Rule 144, shares registered under the registration statement on Form S-8 may be made available for resale immediately in the public market without restriction.

We cannot predict the size of future issuances of our Class A common stock or securities convertible into Class A common stock or the effect, if any, that future issuances and sales of shares of our Class A common stock will have on the market price of our Class A common stock. Sales of substantial amounts of our Class A common stock (including shares issued in connection with an acquisition), or the perception that such sales could occur, may adversely affect prevailing market prices of our Class A common stock.

The underwriters of this offering may waive or release parties to the lock-up agreements entered into in connection with this offering, which could adversely affect the price of our Class A common stock.

We, all of our directors and executive officers and the selling shareholders have entered or will enter into lock-up agreements pursuant to which we and they will be subject to certain restrictions with respect to the sale or other disposition of our Class A common stock or securities convertible into Class A common stock for a period of 180 days following the date of this prospectus. The underwriters, at any time and without notice, may release all or any portion of the Class A common stock subject to the foregoing lock-up agreements. See "Underwriting" for more information on these agreements. If the restrictions under the lock-up agreements are waived, then the Class A common stock, subject to compliance with the Securities Act or exceptions therefrom, will be available for sale into the public markets, which could cause the market price of our Class A common stock to decline and impair our ability to raise capital.

We may issue preferred stock, the terms of which could adversely affect the voting power or value of our Class A common stock.

Our amended and restated certificate of incorporation will authorize us to issue, without the approval of our shareholders, one or more classes or series of preferred stock having such designations, preferences, limitations and relative rights, including preferences over our Class A common stock respecting dividends and distributions, as our board of directors may determine. The terms of one or more classes or series of preferred stock could adversely impact the voting power or value of our

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Class A common stock. For example, we might grant holders of preferred stock the right to elect some number of our directors in all events or on the happening of specified events or the right to veto specified transactions. Similarly, the repurchase or redemption rights or liquidation preferences we might assign to holders of preferred stock could affect the residual value of the Class A common stock.

We expect to be a "controlled company" within the meaning of NYSE rules and, as a result, will qualify for and intend to rely on exemptions from certain corporate governance requirements.

Upon completion of this offering, CSL, through its interests in the Existing Owners, will hold a majority of the voting power of our capital stock. As a result, we expect to be a controlled company within the meaning of NYSE corporate governance standards. Under NYSE rules, a company of which more than 50% of the voting power for the election of directors is held by an individual, a group or another company is a controlled company and may elect not to comply with certain NYSE corporate governance requirements, including the requirements that:

•: a majority of the board of directors consist of independent directors as defined under the rules of the NYSE;
•: the nominating and governance committee be composed entirely of independent directors with a written charter addressing the committee's purpose and responsibilities; and
•: the compensation committee be composed entirely of independent directors with a written charter addressing the committee's purpose and responsibilities.

These requirements will not apply to us as long as we remain a controlled company. Following this offering, we intend to utilize some or all of these exemptions. Accordingly, you may not have the same protections afforded to shareholders of companies that are subject to all of the corporate governance requirements of the NYSE. See "Management."

For as long as we are an emerging growth company, we will not be required to comply with certain reporting requirements, including those relating to accounting standards and disclosure about our executive compensation, that apply to other public companies.

We are classified as an "emerging growth company" under the JOBS Act. For as long as we are an emerging growth company, which may be up to five full fiscal years, unlike other public companies, we will not be required to, among other things: (i) provide an auditor's attestation report on management's assessment of the effectiveness of our system of internal control over financial reporting pursuant to Section 404(b) of Sarbanes-Oxley; (ii) comply with any new requirements adopted by the PCAOB requiring mandatory audit firm rotation or a supplement to the auditor's report in which the auditor would be required to provide additional information about the audit and the financial statements of the issuer; (iii) provide certain disclosures regarding executive compensation required of larger public companies; or (iv) hold nonbinding advisory votes on executive compensation. We will remain an emerging growth company for up to five years, although we will lose that status sooner if we have more than $1.07 billion of revenues in a fiscal year, have more than $700.0 million in market value of our Class A common stock held by non-affiliates, or issue more than $1.0 billion of non-convertible debt over a three-year period.

To the extent that we rely on any of the exemptions available to emerging growth companies, you will receive less information about our executive compensation and internal control over financial reporting than issuers that are not emerging growth companies. If some investors find our Class A common stock to be less attractive as a result, there may be a less active trading market for our Class A common stock and our stock price may be more volatile.

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If securities or industry analysts do not publish research or reports about our business, if they adversely change their recommendations regarding our Class A common stock or if our operating results do not meet their expectations, our stock price could decline.

The trading market for our Class A common stock will be influenced by the research and reports that industry or securities analysts publish about us or our business. If one or more of these analysts cease coverage of our company or fail to publish reports on us regularly, we could lose visibility in the financial markets, which in turn could cause our stock price or trading volume to decline. Moreover, if one or more of the analysts who cover our company adversely changes his or her recommendation with respect to our Class A common stock or if our operating results do not meet their expectations, our stock price could decline.

Risks Related to Our Corporate Reorganization and Resulting Structure

We are a holding company. Our sole material asset after completion of this offering will be our equity interest in Ranger LLC and we will be accordingly dependent upon distributions from Ranger LLC to pay taxes, make payments under the Tax Receivable Agreement and cover our corporate and other overhead expenses.

We are a holding company and will have no material assets other than our equity interest in Ranger LLC. Please see "Corporate Reorganization." We will have no independent means of generating revenues. To the extent Ranger LLC has available cash, we intend to cause Ranger LLC to make (i) generally pro rata distributions to its unit holders, including us, in an amount at least sufficient to allow us to pay our taxes and to make payments under the Tax Receivable Agreement we will enter into with the TRA Holders and any subsequent tax receivable agreements that we may enter into in connection with future acquisitions and (ii) non-pro rata payments to us in an amount at least sufficient to reimburse us for our corporate and other overhead expenses. We will be limited, however, in our ability to cause Ranger LLC and its subsidiaries to make these and other distributions or payments to us due to certain limitations, including restrictions under our Credit Facility and the cash requirements and financial condition of Ranger LLC. To the extent that we need funds and Ranger LLC or its subsidiaries are restricted from making such distributions or payments under applicable laws or regulations or under the terms of any future financing arrangements, or are otherwise unable to provide such funds, our liquidity and financial condition could be materially adversely affected.

Moreover, because we will have no independent means of generating revenue, our ability to make payments under the Tax Receivable Agreement is dependent on the ability of Ranger LLC to make distributions to us in an amount sufficient to cover our obligations under the Tax Receivable Agreement. This ability, in turn, may depend on the ability of Ranger LLC's subsidiaries to make distributions to it. The ability of Ranger LLC, its subsidiaries and other entities in which it directly or indirectly holds an equity interest to make such distributions will be subject to, among other things, (i) the applicable provisions of Delaware law (or other applicable jurisdiction) that may limit the amount of funds available for distribution and (ii) restrictions in relevant debt instruments entered into by Ranger LLC or its subsidiaries and/other entities in which it directly or indirectly holds an equity interest. To the extent that we are unable to make payments under the Tax Receivable Agreement for any reason, such payments will be deferred and will accrue interest until paid.

We will be required to make payments under the Tax Receivable Agreement for certain tax benefits that we may claim, and the amounts of such payments could be significant.

In connection with the closing of this offering, we will enter into a Tax Receivable Agreement with the TRA Holders. This agreement will generally provide for the payment by us to each TRA Holder of 85% of the net cash savings, if any, in U.S. federal, state and local income and franchise tax that we actually realize (computed using the estimated impact of state and local taxes) or are deemed to realize

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in certain circumstances in periods after this offering as a result of certain increases in tax basis and certain benefits attributable to imputed interest. We will retain the benefit of the remaining 15% of these cash savings.

The payment obligations under the Tax Receivable Agreement are our obligations and not obligations of Ranger LLC, and we expect that the payments we will be required to make under the Tax Receivable Agreement will be substantial. Estimating the amount and timing of payments that may become due under the Tax Receivable Agreement is by its nature imprecise. For purposes of the Tax Receivable Agreement, cash savings in tax generally are calculated by comparing our actual tax liability (computed using the estimated impact of state and local taxes) to the amount we would have been required to pay had we not been able to utilize any of the tax benefits subject to the Tax Receivable Agreement. The actual increase in tax basis, as well as the amount and timing of any payments under the Tax Receivable Agreement, will vary depending upon a number of factors, including the timing of the redemptions of Ranger Units, the price of our Class A common stock at the time of each redemption, the extent to which such redemptions are taxable transactions, the amount of the redeeming Ranger Unit Holder's tax basis in its Ranger Units at the time of the relevant redemption, the depreciation and amortization periods that apply to the increase in tax basis, the amount, character and timing of the taxable income we generate in the future, the U.S. federal income tax rates then applicable, and the portion of our payments under the Tax Receivable Agreement that constitute imputed interest or give rise to depreciable or amortizable tax basis.

Our ability to realize the tax benefits that we currently expect to be available as a result of the increases in tax basis created by redemptions and our ability to utilize the interest deductions imputed under the Tax Receivable Agreement depend on a number of assumptions, including that we earn sufficient taxable income each year during the period over which such deductions are available and that there are no adverse changes in applicable law or regulations. If our actual taxable income was insufficient or there were adverse changes in applicable law or regulations, we may be unable to realize all or a portion of these expected benefits and our cash flows could be negatively affected.

The payments under the Tax Receivable Agreement will not be conditioned upon a holder of rights under the Tax Receivable Agreement having a continued ownership interest in either Ranger LLC or us. For additional information regarding the Tax Receivable Agreement, see "Certain Relationships and Related Party Transactions—Tax Receivable Agreement."

In certain cases, payments under the Tax Receivable Agreement may be accelerated and/or significantly exceed the actual benefits, if any, we realize in respect of the tax attributes subject to the Tax Receivable Agreement.

If we elect to terminate the Tax Receivable Agreement early or it is terminated early due to our breach of a material obligation thereunder or due to certain mergers, asset sales, other forms of business combinations or other changes of control, our obligations under the Tax Receivable Agreement would accelerate and we would be required to make an immediate payment equal to the present value of the anticipated future payments to be made by us under the Tax Receivable Agreement (determined by applying a discount rate equal to one-year London Interbank Offered Rate ("LIBOR") plus basis points. The calculation of anticipated future payments will be based upon certain assumptions and

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deemed events set forth in the Tax Receivable Agreement, including (i) the assumption that we have sufficient taxable income to fully utilize the tax benefits covered by the Tax Receivable Agreement (including having sufficient taxable income to currently utilize any accumulated net operating loss carryforwards) and (ii) the assumption that any Ranger Units (other than those held by us) outstanding on the termination date are deemed to be redeemed on the termination date. Any early termination payment may be made significantly in advance of the actual realization, if any, of the future tax benefits to which the termination payment relates.

As a result of either an early termination or a change of control, we could be required to make payments under the Tax Receivable Agreement that exceed our actual cash tax savings under the Tax Receivable Agreement. In these situations, our obligations under the Tax Receivable Agreement could have a substantial negative impact on our liquidity and could have the effect of delaying, deferring or preventing certain mergers, asset sales or other forms of business combinations or changes of control that could be in the best interests of holders of our Class A common stock. For example, if the Tax Receivable Agreement were terminated immediately after this offering, the present value of the estimated termination payments would, in the aggregate, be approximately $ million (calculated using a discount rate equal to one-year LIBOR plus basis points, applied against an undiscounted liability of approximately $ million). The foregoing amount is merely an estimate and the actual payment could differ materially. There can be no assurance that we will be able to finance our obligations under the Tax Receivable Agreement.

Please see "Certain Relationships and Related Party Transactions—Tax Receivable Agreement."

In the event that our payment obligations under the Tax Receivable Agreement are accelerated upon certain mergers, other forms of business combinations or other changes of control, the consideration payable to holders of our Class A common stock could be substantially reduced.

If we experience a change of control (as defined under the Tax Receivable Agreement, which includes certain mergers, asset sales and other forms of business combinations), we would be obligated to make a substantial, immediate lump-sum payment, and such payment may be significantly in advance of, and may materially exceed, the actual realization, if any, of the future tax benefits to which the payment relates. As a result of this payment obligation, holders of our Class A common stock could receive substantially less consideration in connection with a change of control transaction than they would receive in the absence of such obligation. Further, our payment obligations under the Tax Receivable Agreement will not be conditioned upon the TRA Holders' having a continued interest in us or Ranger LLC. Accordingly, the TRA Holders' interests may conflict with those of the holders of our Class A common stock. Please read "—Risks Related to Our Corporate Reorganization and Resulting Structure—In certain cases, payments under the Tax Receivable Agreement may be accelerated and/or significantly exceed the actual benefits, if any, we realize in respect of the tax attributes subject to the Tax Receivable Agreement" and "Certain Relationships and Related Party Transactions—Tax Receivable Agreement."

We will not be reimbursed for any payments made under the Tax Receivable Agreement in the event that any tax benefits are subsequently disallowed.

Payments under the Tax Receivable Agreement will be based on the tax reporting positions that we will determine. The TRA Holders will not reimburse us for any payments previously made under the Tax Receivable Agreement if any tax benefits that have given rise to payments under the Tax Receivable Agreement are subsequently disallowed, except that excess payments made to any TRA Holder will be netted against payments that would otherwise be made to such TRA Holder, if any, after our determination of such excess. As a result, in such circumstances, we could make payments that are greater than our actual cash tax savings, if any, and may not be able to recoup those payments, which could adversely affect our liquidity.

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If Ranger LLC were to become a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes, we and Ranger LLC might be subject to potentially significant tax inefficiencies, and we would not be able to recover payments previously made by us under the Tax Receivable Agreement even if the corresponding tax benefits were subsequently determined to have been unavailable due to such status.

We intend to operate such that Ranger LLC does not become a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes. A "publicly traded partnership" is a partnership, the interests of which are traded on an established securities market or are readily tradable on a secondary market or the substantial equivalent thereof. Under certain circumstances, redemptions of Ranger Units pursuant to a Redemption Right (or our Call Right) or other transfers of Ranger Units could cause Ranger LLC to be treated as a publicly traded partnership. Applicable U.S. Treasury regulations provide for certain safe harbors from treatment as a publicly traded partnership, and we intend to operate such that redemptions or other transfers of Ranger Units qualify for one or more such safe harbors. For example, we intend to limit the number of Ranger Unit Holders, and the Ranger LLC Agreement, which will be entered into in connection with the closing of this offering, will provide for limitations on the ability of Ranger Unit Holders to transfer their Ranger Units and will provide us, as managing member of Ranger LLC, with the right to impose restrictions (in addition to those already in place) on the ability of Ranger Unit Holders to redeem their Ranger Units pursuant to a Redemption Right to the extent we believe it is necessary to ensure that Ranger LLC will continue to be treated as a partnership for U.S. federal income tax purposes.

If Ranger LLC were to become a publicly traded partnership, significant tax inefficiencies might result for us and for Ranger LLC, including as a result of our inability to file a consolidated U.S. federal income tax return with Ranger LLC. In addition, we may not be able to realize tax benefits covered under the Tax Receivable Agreement, and we would not be able to recover any payments previously made by us under the Tax Receivable Agreement, even if the corresponding tax benefits (including any claimed increase in the tax basis of Ranger LLC's assets) were subsequently determined to have been unavailable.

The sale or redemption of 50% or more of the capital and profits interests of Ranger LLC during any twelve-month period will result in the termination of the Ranger LLC partnership for U.S. federal income tax purposes, which could result in significant deferral of depreciation deductions allowable in computing our taxable income.

Ranger LLC will be considered to have terminated its partnership for U.S. federal income tax purposes if there is a sale or redemption of 50% or more of the total interests in its capital and profits within a twelve-month period. For purposes of determining whether the 50% threshold has been met, multiple sales of the same interest will be counted only once. Among other consequences, the termination of Ranger LLC for U.S. federal income tax purposes could result in a significant deferral of depreciation deductions allowable in computing Ranger LLC's taxable income, including the taxable income of Ranger LLC that is allocable to us. The termination of Ranger LLC would not affect its classification as a partnership for U.S. federal income tax purposes, but it would result in its being treated as a new partnership for U.S. federal income tax purposes following the termination.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

The information in this prospectus includes "forward-looking statements." All statements, other than statements of historical fact included in this prospectus, regarding our strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects, plans and objectives of management are forward-looking statements. When used in this prospectus, the words "could," "believe," "anticipate," "intend," "estimate," "expect," "project" and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on our current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. When considering forward-looking statements, you should keep in mind the risk factors and other cautionary statements described under the heading "Risk Factors" included in this prospectus. These forward-looking statements are based on management's current belief, based on currently available information, as to the outcome and timing of future events.

Forward-looking statements may include statements about:

•: our business strategy;
•: our operating cash flows, the availability of capital and our liquidity;
•: our future revenue, income and operating performance;
•: our ability to sustain and improve our utilization, revenues and margins;
•: our ability to maintain acceptable pricing for our services;
•: our future capital expenditures;
•: our ability to finance equipment, working capital and capital expenditures;
•: competition and government regulations;
•: our ability to obtain permits and governmental approvals;
•: pending legal or environmental matters;
•: marketing of oil and natural gas;
•: business or asset acquisitions;
•: general economic conditions;
•: credit markets;
•: our ability to successfully develop our research and technology capabilities and implement technological developments and enhancements;
•: uncertainty regarding our future operating results; and
•: plans, objectives, expectations and intentions contained in this prospectus that are not historical.

We caution you that these forward-looking statements are subject to all of the risks and uncertainties, most of which are difficult to predict and many of which are beyond our control. These risks include, but are not limited to, the risks described under "Risk Factors" in this prospectus. Should one or more of the risks or uncertainties described in this prospectus occur, or should underlying assumptions prove incorrect, our actual results and plans could differ materially from those expressed in any forward-looking statements.

All forward-looking statements, expressed or implied, included in this prospectus are expressly qualified in their entirety by this cautionary statement. This cautionary statement should also be considered in connection with any subsequent written or oral forward-looking statements that we or persons acting on our behalf may issue. Except as otherwise required by applicable law, we disclaim any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this prospectus.

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USE OF PROCEEDS

We expect to receive net proceeds from this offering of approximately $ million (assuming the midpoint of the price range set forth on the cover of this prospectus), after deducting estimated underwriting discounts and commissions and estimated offering expenses of approximately $ million, in the aggregate. We intend to contribute all of the net proceeds received by us in this offering to Ranger LLC in exchange for Ranger Units. Ranger LLC will use approximately $29.1 million of the net proceeds to fully repay amounts outstanding under the Ranger Line of Credit, the Ranger Note and the Ranger Bridge Loan (including the make-whole premium thereon), and approximately $38.6 million of the net proceeds to acquire high-spec well service rigs, including pursuant to the NOV Purchase Agreement. Ranger LLC will use the remaining net proceeds for general corporate purposes, including funding potential future acquisitions and other capital expenditures. The following table illustrates our anticipated use of the net proceeds from this offering:

Sources of Funds		Uses of Funds

	(in millions)		(in millions)
Net proceeds from this offering	$	Repayment of Ranger Line of Credit, Ranger Note and Ranger Bridge Loan(1)	$	29.1
		Acquisition of high-spec well service rigs, including pursuant to the NOV Purchase Agreement(1)		38.6
		General corporate purposes, including funding potential future acquisitions and other capital expenditures

Total	$	Total	$

(1): Represents amounts outstanding under the Ranger Line of Credit, Ranger Note and Ranger Bridge Loan (including the make-whole premium thereon), and remaining amounts payable under purchase agreements to acquire high-spec well service rigs, including the NOV Purchase Agreement, as of May 19, 2017.

As of March 31, 2017, we had $5.0 million of outstanding borrowings under the Ranger Line of Credit, which matures in April 2018 and, as of March 31, 2017, bore interest at 4.28%, $5.8 million of outstanding borrowings under the Ranger Note, which is payable in equal monthly installments through May 1, 2019, and as of March 31, 2017, bore interest at 4.28%, and $11.1 million outstanding under the Ranger Bridge Loan, which matures in February 2018 unless earlier terminated in connection with an initial public offering and bears interest at 15%. The Ranger Bridge Loan was subsequently increased to $12.1 million on April 5, 2017 and to $14.6 million on May 18, 2017. The outstanding borrowings under the Ranger Line of Credit, the Ranger Note and the Ranger Bridge Loan were incurred to fund capital expenditures (including, in the case of the Ranger Bridge Loan, pursuant to the NOV Purchase Agreement) and for general corporate purposes. In connection with the consummation of this offering and the use of proceeds therefrom, we intend to fully repay and terminate the Ranger Line of Credit, the Ranger Note and the Ranger Bridge Loan and enter into a new credit agreement providing for a $ million Credit Facility. For additional information, please see "Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Our Debt Agreements."

A $1.00 increase or decrease in the assumed initial public offering price of $ per share would cause the net proceeds from this offering received by us, after deducting the underwriting discounts and commissions and estimated offering expenses, to increase or decrease, respectively, by

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approximately $ million, assuming the number of shares offered by us (as set forth on the cover page of this prospectus) remains the same. If the proceeds increase due to a higher initial public offering price, we would use the additional net proceeds for general corporate purposes, including funding additional potential future acquisitions and other capital expenditures. If the proceeds decrease due to a lower initial public offering price, we would first reduce by a corresponding amount the net proceeds to be used for general corporate purposes, including funding potential future acquisitions and other capital expenditures, then, if necessary, the net proceeds directed to acquire high-spec well service rigs, including pursuant to the NOV Purchase Agreement.

To the extent the underwriters' option to purchase additional shares is exercised in full or in part, we will contribute the net proceeds we receive therefrom to Ranger LLC in exchange for an additional number of Ranger Units equal to the number of shares of Class A common stock we issue pursuant to the underwriters' option. Ranger LLC will use such net proceeds to purchase from Ranger Holdings and Torrent Holdings an aggregate number of Ranger Units equal to the number of shares of Class A common stock we issue pursuant to the underwriters' option.

We will not receive any of the proceeds from the sale of shares of our Class A common stock by the selling shareholders. We will pay all expenses related to this offering, other than underwriting discounts and commissions related to the shares sold by the selling shareholders.

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DIVIDEND POLICY

We do not anticipate declaring or paying any cash dividends to holders of our Class A common stock in the foreseeable future. We currently intend to retain future earnings, if any, to finance the growth of our business. Our future dividend policy is within the discretion of our board of directors and will depend upon then-existing conditions, including our results of operations, financial condition, capital requirements, investment opportunities, statutory restrictions on our ability to pay dividends and other factors our board of directors may deem relevant. In addition, we expect that our Credit Facility will restrict our ability to pay cash dividends to holders of our Class A common stock.

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CAPITALIZATION

The following table sets forth our cash and cash equivalents and capitalization as of March 31, 2017:

•: on an actual basis; and
•: as adjusted to give effect to (i) the transactions described under "Corporate Reorganization" and (ii) the sale of shares of our Class A common stock in this offering at the initial offering price of $ per share (the midpoint of the price range set forth on the cover of this prospectus).

You should read the following table in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our combined consolidated financial statements and related notes appearing elsewhere in this prospectus.

	As of March 31, 2017

	Actual		As Adjusted
	(in millions, except number of shares and par value)
Cash and cash equivalents	$	2.0	$



Long-term debt, including current portion and related party debt:
Term loans(1)	$	17.5	$	—
Revolving credit facility(2)		5.0		—

Total long-term debt		22.5
Net parent investment/Shareholders' Equity:
Net parent investment	$	110.8		—
Preferred stock, $0.01 per share; no shares authorized, issued or outstanding (Actual), shares authorized, no shares issued and outstanding (As Adjusted)		—
Class A common stock, $0.01 par value; no shares authorized, issued or outstanding (Actual) ; shares authorized, shares issued and outstanding (As Adjusted)		—
Class B common stock, $0.01 par value, no shares authorized, issued or outstanding (Actual) ; shares authorized, shares issued and outstanding (As Adjusted)		—
Additional paid-in capital		—
Non-controlling interests		—

Total net parent investment/shareholders' equity		110.8

Total capitalization	$	133.3	$

(1): The "Actual" column includes amounts outstanding under the Ranger Note, the Existing Torrent Note (as defined herein) and the Ranger Bridge Loan as of March 31, 2017. Prior to the commencement of this offering, we intend to repay and terminate the Existing Torrent Note. On April 5, 2017, the Ranger Bridge Loan was increased from $11.1 million to $12.1 million and on May 18, 2017 was increased to $14.6 million. In connection with the consummation of this offering, we intend to fully repay and terminate the Ranger Note and the Ranger Bridge Loan.
(2): The "Actual" column includes amounts outstanding under the Ranger Line of Credit as of March 31, 2017. In connection with the consummation of this offering, we intend to fully repay and terminate the Ranger Line of Credit and enter into the new Credit Facility, a $ million senior secured revolving credit facility. For additional information, please see "Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Our Debt Agreements."

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DILUTION

Purchasers of the Class A common stock in this offering will experience immediate and substantial dilution in the net tangible book value per share of the Class A common stock for accounting purposes. Our net tangible book value as of March 31, 2017, after giving pro forma effect to the transactions described under "Corporate Reorganization," was approximately $ million, or $ per share of Class A common stock. Pro forma net tangible book value per share is determined by dividing our pro forma tangible net worth (tangible assets less total liabilities) by the total number of outstanding shares of Class A common stock (assuming that 100% of our Class B common stock has been redeemed for Class A common stock) that will be outstanding immediately prior to the closing of this offering including giving effect to our corporate reorganization. After giving effect to the sale of the shares in this offering and further assuming the receipt of the estimated net proceeds (after deducting estimated underwriting discounts and commissions and estimated offering expenses), our adjusted pro forma net tangible book value as of March 31, 2017 would have been approximately $ million, or $ per share. This represents an immediate increase in the net tangible book value of $ per share to the Existing Owners and an immediate dilution (i.e., the difference between the offering price and the adjusted pro forma net tangible book value after this offering) to new investors purchasing shares in this offering of $ per share. The following table illustrates the per share dilution to new investors purchasing shares in this offering (assuming that 100% of our Class B common stock has been redeemed for Class A common stock):


Initial public offering price per share of Class A common stock		$
Pro forma net tangible book value per share of Class A common stock as of March 31, 2017 (after giving effect to our corporate reorganization)	$
Increase per share of Class A common stock attributable to new investors in this offering

As adjusted pro forma net tangible book value per share of Class A common stock after giving further effect to this offering

Dilution in pro forma net tangible book value per share of Class A common stock to new investors in this offering(1)		$

(1): If the initial public offering price were to increase or decrease by $1.00 per share, then dilution in pro forma net tangible book value per share to new investors in this offering would equal $ or $ , respectively.

The following table summarizes, on an adjusted pro forma basis as of March 31, 2017, the total number of shares of Class A common stock owned by the Existing Owners (assuming that 100% of our Class B common stock has been redeemed for Class A common stock) and to be owned by new investors, the total consideration paid, and the average price per share paid by the Existing Owners and to be paid by new investors in this offering at $ , calculated before deduction of estimated underwriting discounts and commissions.

	Shares Acquired			Total Consideration

	Shares Acquired			Total Consideration			Average Price Per Share
	Number	Percent		Amount	Percent		Average Price Per Share
	(in thousands)
Existing Owners			%	$		%	$
New investors in this offering

Total			%	$		%	$

The data in the table excludes shares of Class A common stock initially reserved for issuance under our long-term incentive plan.

If the underwriters' option to purchase additional shares is exercised in full, the number of shares held by new investors will be increased to , or approximately % of the total number of shares of Class A common stock.

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SELECTED HISTORICAL COMBINED CONSOLIDATED AND UNAUDITED PRO FORMA CONDENSED FINANCIAL AND OPERATING DATA

The summary unaudited pro forma condensed statement of operations for the year ended December 31, 2016 has been prepared to give pro forma effect to (i) the acquisitions of Magna and Bayou, (ii) the transactions described under "Corporate Reorganization" and (iii) this offering and the use of proceeds therefrom, as if each had been completed as of January 1, 2016. The summary unaudited pro forma condensed statement of operations and balance sheet for the three months ended March 31, 2017 have been prepared to give pro forma effect to (i) the transactions described under "Corporate Reorganization" and (ii) this offering and the use of proceeds therefrom, as if each had been completed on January 1, 2016, in the case of the unaudited pro forma condensed statement of operations data, and March 31, 2017, in the case of the unaudited pro forma condensed balance sheet data. This information is subject to and gives effect to the assumptions and adjustments described in the notes accompanying the unaudited pro forma condensed financial statements included elsewhere in this prospectus. The summary unaudited pro forma condensed financial data are presented for informational purposes only and should not be considered indicative of actual results of operations that would have been achieved had the applicable transactions been consummated on the dates indicated, and do not purport to be indicative of results of operations for any future period. The following table should be read together with "Use of Proceeds," "Management's Discussion and Analysis of Financial Condition and Results of Operations," "Corporate Reorganization" and the financial statements and related notes included elsewhere in this prospectus.

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	Predecessor												Pro Forma Ranger Energy Services, Inc.

	Year Ended December 31,						Three Months Ended March 31,							Three Months Ended March 31, 2017
	Year Ended December 31,						Three Months Ended March 31,						Year Ended December 31, 2016
	2015			2016			2016			2017			Year Ended December 31, 2016
							(unaudited)						(unaudited)
	(dollars in millions, except share, per share and operational amounts)
Statements of Operations Data:
Revenues:
Well Services	$	9.7		$	46.3		$	3.6		$	27.3		$	$
Processing Solutions		11.5			6.5			1.2			1.8

Total revenues		21.2			52.8			4.8			29.1
Operating expenses:
Cost of services (excluding depreciation and amortization shown separately):
Well Services		8.2			36.7			2.9			23.2
Processing Solutions		7.9			2.6			0.6			0.7

Total cost of services		16.1			39.3			3.5			23.9
General and administrative		7.8			11.4			1.7			7.3
Depreciation and amortization		2.1			6.6			0.9			3.6
Impairment of goodwill		1.6			—			—			—

Total operating expenses		27.6			57.3			6.1			34.8

Operating loss		(6.4	)		(4.5	)		(1.3	)		(5.7	)
Interest expense, net		(0.3	)		(0.5	)		(0.1	)		(0.5	)

Loss before income taxes		(6.7	)		(5.0	)		(1.4	)		(6.2	)

Income tax provision(1)		—			—			—			—

Net loss	$	(6.7	)	$	(5.0	)	$	(1.4	)	$	(6.2	)	$	$



Less: net loss attributable to non-controlling interest

Net loss attributable to shareholders													$	$



Net loss per share:
Basic													$	$
Diluted
Weighted average shares outstanding:
Basic
Diluted
Statements of Cash Flows Data:
Cash flows used in operating activities	$	(5.2	)	$	(5.2	)	$	(0.3	)	$	(6.8	)
Cash flows used in investing activities		(25.5	)		(25.4	)		(1.4	)		(7.3	)
Cash flows provided by financing activities		28.9			31.1			2.1			14.5
Other Data:
Capital Expenditures	$	26.8		$	12.2		$	1.4		$	11.8
Adjusted EBITDA(2)		(2.6	)		3.1			(0.4	)		(0.6	)
Rig Hours(3)		22,800			68,800			8,400			39,100
Rig Utilization(4)		78	%		74	%		74	%		81	%
Balance Sheet Data (at end of period):
Cash and cash equivalents	$	1.1		$	1.6					$	2.0			$
Working capital (total current assets less total current liabilities)		0.3			10.4						(17.5	)
Total assets		54.0			135.7						159.7
Long-term debt(5)		10.0			12.1						22.5
Total net parent investment/stockholders' equity (including non-controlling interest)		40.3			112.6						110.8

(1): We have not historically been a tax-paying entity subject to U.S. federal and state income taxes, other than Texas franchise tax. The unaudited pro forma condensed financial statements have been prepared on the basis that we will be taxed as a corporation under the U.S. Internal Revenue Code of 1986, as amended, and as a result, will become a tax-paying entity.

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(2): Adjusted EBITDA is not a financial measure determined in accordance with GAAP. We define Adjusted EBITDA as net loss before interest expense, net, income tax provision (benefit), depreciation and amortization, equity-based compensation, acquisition-related and severance costs, impairment of goodwill and certain other items that we do not view as indicative of our ongoing performance.

We believe Adjusted EBITDA is a useful performance measure because it allows for an effective evaluation of our operating performance when compared to our peers, without regard to our financing methods or capital structure. We exclude the items listed above from net loss in arriving at Adjusted EBITDA because these amounts can vary substantially within our industry depending upon accounting methods and book values of assets, capital structures and the method by which the assets were acquired. Adjusted EBITDA should not be considered as an alternative to, or more meaningful than, net loss determined in accordance with GAAP. Certain items excluded from Adjusted EBITDA are significant components in understanding and assessing a company's financial performance, such as a company's cost of capital and tax structure, as well as the historic costs of depreciable assets, none of which are reflected in Adjusted EBITDA. Our presentation of Adjusted EBITDA should not be construed as an indication that our results will be unaffected by the items excluded from Adjusted EBITDA. Our computations of Adjusted EBITDA may not be identical to other similarly titled measures of other companies. The following table presents a reconciliation of Adjusted EBITDA to net loss, our most directly comparable financial measure calculated and presented in accordance with GAAP.

	Predecessor												Pro Forma Ranger Energy Services, Inc.

							Three Months Ended March 31,						Pro Forma Ranger Energy Services, Inc.
	Year Ended December 31,													Three Months Ended March 31, 2017
	Year Ended December 31,												Year Ended December 31, 2016
	2015			2016			2016			2017			Year Ended December 31, 2016
	(in millions)						(unaudited)						(unaudited)
Net loss	$	(6.7	)	$	(5.0	)	$	(1.4	)	$	(6.2	)	$	$
Interest expense, net		0.3			0.5			0.1			0.5
Income tax provision (benefit)		—			—			—			—
Depreciation and amortization		2.1			6.6			0.9			3.6
Equity-based compensation		0.1			0.5			—			0.4
Acquisition-related and severance costs		—			0.5			—			1.1
Impairment of goodwill		1.6			—			—			—

Adjusted EBITDA	$	(2.6	)	$	3.1		$	(0.4	)	$	(0.6	)	$	$

(3): Represents the approximate aggregate number of hours that our well service rigs actively worked during the periods presented.
(4): Rig utilization is calculated by dividing (i) the approximate aggregate operating well service rig hours for the periods presented by (ii) the potential aggregate well service rig hours available assuming a 55-hour work week and a mid-month convention whereby a well service rig placed into service during a month, meaning that we have taken delivery of such well service rig and equipped it for operations, is assumed to be operating for one half of such month. For additional information regarding rig utilization, please see "Management's Discussion and Analysis of Financial Condition and Results of Operations—How We Evaluate Our Operations—Rig Utilization."
(5): Includes both current and non-current portions of long-term debt and related party debt.

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with the "Prospectus Summary—Summary Historical Combined Consolidated and Unaudited Pro Forma Condensed Financial and Operating Data," "Selected Historical Combined Consolidated and Unaudited Pro Forma Condensed Financial and Operating Data" and the financial statements and related notes appearing elsewhere in this prospectus. This discussion contains "forward-looking statements" reflecting our current expectations, estimates and assumptions concerning events and financial trends that may affect our future operating results or financial position. Actual results and the timing of events may differ materially from those contained in these forward-looking statements due to a number of factors. Factors that could cause or contribute to such differences include, but are not limited to, market prices for oil and natural gas, capital expenditures, economic and competitive conditions, regulatory changes and other uncertainties, as well as those factors discussed below and elsewhere in this prospectus, particularly in "Risk Factors" and "Cautionary Note Regarding Forward-Looking Statements," all of which are difficult to predict. In light of these risks, uncertainties and assumptions, the forward-looking events discussed may not occur. We assume no obligation to update any of these forward-looking statements.

Overview

We are one of the largest independent providers of high-spec well service rigs and associated services in the United States, with a focus on technically demanding unconventional horizontal well completion and production operations. We believe that our fleet of 68 well service rigs is among the newest and most advanced in the industry and, based on our historical rig utilization and feedback from our customers, we believe that we are an operator of choice for U.S. onshore E&P companies that require completion and production services at increasing lateral lengths. Our high-spec well service rigs facilitate operations throughout the lifecycle of a well, including (i) well completion support, such as milling out composite plugs used during hydraulic fracturing; (ii) workover, including retrieval and replacement of existing production tubing; (iii) well maintenance, including replacement of downhole artificial lift components; and (iv) decommissioning, such as plugging and abandonment operations. We also provide rental equipment, including well control packages, hydraulic catwalks and other equipment that are often deployed with our well service rigs. In addition, we own and operate a fleet of proprietary, modular natural gas processing equipment that processes rich natural gas streams at the wellhead or central gathering points. We have operations in most of the active oil and natural gas basins in the United States, including the Permian Basin, the Denver-Julesburg Basin, the Bakken Shale and the Eagle Ford Shale.

Our Predecessor and Ranger Inc.

Ranger Inc. was formed on February 17, 2017, and has not and will not conduct any material business operations prior to the transactions described under "Corporate Reorganization," other than certain activities related to this offering. Our Predecessor consists of Ranger Services and Torrent Services on a combined consolidated basis. In connection with the transactions described under "Corporate Reorganization," the Existing Owners will contribute the equity interests in the Predecessor Companies to us in exchange for shares of our Class A common stock, Ranger Units and shares of our Class B common stock.

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of high-spec well service rigs. The historical combined consolidated financial information of our Predecessor included in this prospectus presents the historical financial information of the Predecessor Companies, including, as applicable, the results of operations of Magna and Bayou for periods subsequent to their respective acquisitions. The historical combined consolidated financial information of our Predecessor is not indicative of the results that may be expected in any future periods. For more information, please see the historical combined consolidated and unaudited pro forma condensed financial statements and related notes thereto included elsewhere in this prospectus.

We conduct our operations through two segments: Well Services and Processing Solutions. Our Well Services segment has historically consisted of the results of operations of Ranger Services and, as applicable, Magna and Bayou from their respective acquisition dates, while our Processing Solutions segment has historically consisted of the results of operations of Torrent Services. Our Well Services segment provides high-spec well service rigs and complementary equipment and services in the United States, with a focus on technically demanding unconventional horizontal well completion, workover and maintenance operations. These services are fundamental to establishing and maintaining the flow of oil and natural gas throughout the productive life of a well. Our Processing Solutions segment engages in the rental, installation, commissioning, start-up, operation and maintenance of MRUs, NGL stabilizer units, NGL storage units and related equipment. We operate in most of the active oil and natural gas basins in the United States, including the Permian Basin, the Denver-Julesburg Basin, the Bakken Shale and the Eagle Ford Shale. For additional information about our assets and operations, please see "Business."

Industry Trends and Outlook

We operate our business within the oilfield services industry. Demand for oilfield services is primarily driven by the level of drilling, completion and production activity by E&P companies, which, in turn, depends largely on the current and anticipated profitability of developing oil and natural gas reserves. While overall demand for oilfield services in North America has declined from its highs in late 2014 as a result of the downturn in hydrocarbon prices and the corresponding decline in E&P activity, the industry has witnessed a recent increase in demand from its recent lows for these services as hydrocarbon prices have recovered. This demand should continue to increase if, as we expect, E&P companies continue to increase drilling and completion activities. If hydrocarbon prices remain near current levels or rise further, we expect to see further increased drilling and completion activity in the basins in which we operate. However, our cost of services has also historically risen during periods of increasing hydrocarbon prices. These cost increases result from a variety of factors beyond our control, such as increased demand for labor and services. Such costs may rise faster than increases in our revenue if commodity prices rise, thereby negatively impacting our business, liquidity position, financial condition, prospects and results of operations.

In addition to increased industry activity levels, we expect to benefit from recent increases in the complexity of well completion operations for a significant number of E&P companies, including many of our customers. These industry trends should directly benefit oilfield services companies like us that have the expertise and technological capability to execute increasingly complex well completions and to provide related services and equipment.

Further, we believe industry contraction and the resulting reduction in oilfield services capacity since late 2014 will benefit us as industry demand increases. Many of our competitors have experienced financial stress, which has led to significant maintenance deferrals and the use of idle equipment for spare parts, significantly increasing the time and cost required for redeployment. In contrast, our recent and planned asset acquisitions and upgrades have positioned us well to benefit from improving market dynamics. Further, during the recent downturn many oilfield service companies significantly reduced their employee headcounts, which will constrain their ability to capitalize on rebounding industry demand, whereas we substantially increased our workforce over the same period.

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In addition, we believe that our Processing Solutions segment will benefit from increased drilling and completion activity in unconventional resource plays. The proprietary, modular equipment that we provide in the Processing Solutions segment generally facilitates, among other things, the processing of rich natural gas streams at the wellhead or central gathering points in basins where drilling and completion activity has outpaced the development of permanent processing infrastructure. E&P companies have increasingly focused on exploiting unconventional resource plays in the onshore United States, many of which had no significant oil or natural gas production until unconventional horizontal drilling and completion technologies were developed over the course of the last decade. We believe that continued development of these unconventional resource plays will increase demand for the assets and services provided by our modular Processing Solutions segment.

For additional information about industry trends and outlook, please see "Industry."

How We Generate Revenues

We currently generate revenues through the provision of a variety of oilfield services. These services are performed under a variety of contract structures, including a long term take-or-pay contract and various master service agreements, as supplemented by statements of work, pricing agreements and specific quotes. A portion of our master services agreements include provisions that establish pricing arrangements for a period of up to one year in length. However, the majority of those agreements provide for pricing adjustments based on market conditions. The majority of our services are priced based on prevailing market conditions and changing input costs at the time the services are provided, giving consideration to the specific requirements of the customer.

We recognize revenue in our Well Services segment when services are performed, collection of the relevant receivables is probable, persuasive evidence of an arrangement exists and the price is fixed or determinable. We price well servicing by the hour or by the day when services are performed. Well servicing is sold without warranty or right of return.

We recognize revenue in our Processing Solutions segment when services are performed, collection of the relevant receivables is probable, persuasive evidence of an arrangement exists and the price is fixed or determinable. Revenues from equipment leasing, operations and maintenance services are recognized as earned. These services are sold without warranty or right of return.

Costs of Conducting Our Business

The principal expenses involved in conducting our business are personnel, repairs and maintenance costs, general and administrative, depreciation and amortization and interest expense. We manage the level of our expenses, except depreciation and amortization and interest expense, based on several factors, including industry conditions and expected demand for our services. In addition, a significant portion of the costs we incur in our business is variable based on the quantities of specific services provided and the requirements of such services.

Direct cost of services and general and administrative include the following major cost categories: personnel costs and equipment costs (including repair and maintenance).

Personnel costs associated with our operational employees represent a significant cost of our business. We incurred personnel costs of $29.6 million and $10.0 million for 2016 and 2015, respectively, and $12.9 million and $2.7 million for the first quarters of 2017 and 2016, respectively. A substantial portion of our labor costs is attributable to our crews and is partly variable based on the requirements of specific customers and operations. A key component of personnel costs relates to the ongoing training of our employees, which improves safety rates and reduces attrition. We also incur costs to employ personnel to support our services and perform maintenance on our assets. Costs for these employees are not directly tied to our level of business activity.

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We incur significant equipment costs in connection with the operation of our business, including repair and maintenance costs. We incurred aggregate equipment repair and maintenance costs of $5.5 million and $1.5 million for 2016 and 2015, respectively, and $3.1 million and $0.4 million for the first quarters of 2017 and 2016, respectively.

How We Evaluate Our Operations

Our management intends to use a variety of metrics to analyze our operating results and profitability. These metrics include, among others, the following:

•: Revenues;
•: Operating Income (Loss); and
•: Adjusted EBITDA.

In addition, within our Well Services segment, our management intends to use additional metrics to analyze our activity levels and profitability. These metrics include, among others, the following:

•: Rig Hours; and
•: Rig Utilization.

Revenues

We analyze our revenues by comparing actual revenues to our internal projections for a given period and to prior periods to assess our performance. We believe that revenues are a meaningful indicator of the demand and pricing for our services.

Operating Income (Loss)

We analyze our operating income (loss), which we define as revenues less cost of services, general and administrative expenses, depreciation and amortization, impairment and other operating expenses, to measure our financial performance. We believe operating income (loss) is a meaningful metric because it provides insight on profitability and true operating performance based on the historical cost basis of our assets. We also compare operating income (loss) to our internal projections for a given period and to prior periods.

Adjusted EBITDA

We view Adjusted EBITDA, which is a non-GAAP financial measure, as an important indicator of performance. We define Adjusted EBITDA as net loss before interest expense, net, income tax provision (benefit), depreciation and amortization, equity-based compensation, acquisition-related and severance costs, impairment of goodwill and other non-cash and certain other items that we do not view as indicative of our ongoing performance. See "Prospectus Summary—Summary Historical Combined Consolidated and Unaudited Pro Forma Condensed Financial and Operating Data" and "—Results of Operations—Note Regarding Non-GAAP Financial Measure" for more information and reconciliations of Adjusted EBITDA to net income (loss), the most directly comparable financial measure calculated and presented in accordance with GAAP.

Rig Hours

Within our Well Services segment, we analyze rig hours as an important indicator of our activity levels and profitability. Rig hours represent the aggregate number of hours that our well service rigs actively worked during the periods presented. We typically bill customers for our well services on an

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hourly basis during the period that a well service rig is actively working, making rig hours a useful metric for evaluating our profitability.

Rig Utilization

Within our Well Services segment, we analyze rig utilization as a further important indicator of our activity levels and profitability. Rig utilization is calculated by dividing (a) the approximate, aggregate operating well service rig hours for the periods presented by (b) the potential aggregate well service rig hours available assuming a 55-hour work week and a mid-month convention whereby a well service rig placed into service during a month, meaning that we have taken delivery of such well service rig and equipped it for operations, is assumed to be operating for one half of such month. We believe that rig utilization is a meaningful indicator of the operational efficiency of our core revenue-producing assets, market demand for our well services and our ability to profitably capitalize on such demand.

We base our rig utilization calculation on a 55-hour work week per well service rig because we believe it to be consistent with industry standards for our competitors, our typical well service rig contract structure, the operating history of our well service rigs and current and expected market dynamics. However, due to customer demand, potential changes in industry practices, maintenance requirements and other factors, our well service rigs may be operated for more than 55 hours during any given week, though we would expect that over a longer period, the average number of hours our well service rigs would be in operation would not exceed 55 hours per week. If our rig utilization were calculated based on a greater number of rig hours per week, our rig utilization would decrease.

The primary factors that have historically impacted, and will likely continue to impact, our actual aggregate well service rig hours for any specified period are (i) customer demand, which, as discussed further under "Industry," is influenced by factors such as commodity prices, the complexity of well completion operations and technological advances in our industry, and (ii) our ability to meet such demand, which is influenced by changes in our fleet size and resulting rig availability, as well as weather, employee availability and related factors. The primary factors that have historically impacted, and will likely continue to impact, our potential aggregate well service rig hours for any specified period are the extent and timing of changes in the size of our well service rig fleet to meet short-term and expected long-term demand, and our ability to successfully maintain a fleet capable of ensuring sufficient, but not excess, rig availability to meet such demand.

For 2015 and 2016, our rig utilization was approximately 78% and 74%, respectively. Actual aggregate operating well service rig hours increased from approximately 22,800 in 2015 to approximately 68,800 in 2016, primarily as a result of our acquisitions of Magna and Bayou, and their associated well service rigs, during 2016. The related decrease in rig utilization resulted from an increase in the average number of well service rigs in our active fleet from ten during 2015 to 32 during 2016, and a corresponding increase in our potential aggregate well service rig hours. Although the size of our well service rig fleet substantially increased during 2016, our rig utilization was slightly lower than in 2015 due to idle well service rigs acquired in the Magna and Bayou acquisitions as well as mobilization and associated downtime of four existing well service rigs during the year. For the three months ended March 31, 2016 and 2017, our rig utilization was approximately 74% and 81%, respectively. Actual aggregate operating well service rig hours increased from approximately 8,400 in the three months ended March 31, 2016 to approximately 39,100 in the three months ended March 31, 2017. This increase in rig hours resulted from the average number of our well service rigs in our active fleet increasing from 16 to 67 during such periods, primarily as a result of our acquisitions of Magna and Bayou, and their associated well service rigs, during 2016. The related increase in rig utilization resulted from increased demand in our well service rig business due to WTI crude oil prices increasing from their lows of $26.21 per BBl in the three months ended March 31, 2016 to $50.54 per BBl at the end of March 2017.

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Factors Impacting the Comparability of Results of Operations

Magna and Bayou Acquisitions

Our Predecessor's historical combined consolidated financial statements for 2015 and 2016 and the first quarters of 2016 and 2017 include the results of operations for the Predecessor Companies, with the results of operations for Magna and Bayou only included from their respective acquisition dates during 2016. As a result, our Predecessor's historical financial data do not give you an accurate indication of what our actual results would have been if such acquisitions had been completed at the beginning of the periods presented or of what our future results of operations are likely to be. For additional information, please see the unaudited pro forma condensed financial statements and related notes included elsewhere in this prospectus.

Public Company Costs

We expect to incur incremental, non-recurring costs related to our transition to a publicly traded and taxable corporation, including the costs of this initial public offering and the costs associated with the initial implementation of our Sarbanes-Oxley Section 404 internal control implementation and testing. We also expect to incur additional significant and recurring expenses as a publicly traded corporation, including costs associated with the employment of additional personnel, compliance under the Exchange Act, annual and quarterly reports to common shareholders, registrar and transfer agent fees, national stock exchange fees, audit fees, incremental director and officer liability insurance costs and director and officer compensation.

Corporate Reorganization

We were incorporated to serve as the issuer in this offering and have no previous operations, assets or liabilities. Ranger Services and Torrent Services will be contributed to us in connection with this offering in connection with the transactions described under "Corporate Reorganization" and will thereby become our subsidiaries. As we integrate our operations and further implement controls, processes and infrastructure, it is likely that we will incur incremental selling, general and administrative expenses relative to historical periods.

In addition, we will enter into a Tax Receivable Agreement with the TRA Holders. This agreement generally will provide for the payment by us to a TRA Holder of 85% of the net cash savings, if any, in U.S. federal, state and local income tax or franchise tax that we actually realize (or are deemed to realize in certain circumstances) in periods after this offering as a result of (i) any tax basis increases resulting from the contribution in connection with this offering by such TRA Holder of all or a portion of its Ranger Units to Ranger Inc. in exchange for shares of Class A common stock, (ii) the tax basis increases resulting from the redemption by such TRA Holder of Ranger Units for shares of Class A common stock pursuant to the Redemption Right or our Call Right and (iii) imputed interest deemed to be paid by us as a result of, and additional tax basis arising from, any payments we make under the Tax Receivable Agreement. We will retain the benefit of the remaining 15% of these cash savings. See "Certain Relationships and Related Party Transactions—Tax Receivable Agreement."

Income Taxes

Ranger Inc. is a Subchapter C corporation under the Internal Revenue Code of 1986, as amended (the "Code"), and, as a result, will be subject to U.S. federal, state and local income taxes. Although the Predecessor Companies are subject to franchise tax in the State of Texas (at less than 1% of modified pre-tax earnings), they have historically passed through their taxable income to their owners for U.S. federal and other state and local income tax purposes and thus were not subject to U.S. federal income taxes or other state or local income taxes. Accordingly, the financial data attributable to our Predecessor contains no provision for U.S. federal income taxes or income taxes in any state or

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locality other than franchise tax in the State of Texas. We estimate that Ranger Inc. will be subject to U.S. federal, state and local taxes at a blended statutory rate of % of pre-tax earnings and would have incurred pro forma income tax expense for 2016 and the three months ended March 31, 2017 of approximately $ million and $ million, respectively.

We account for income taxes under the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled pursuant to the provisions of Accounting Standards Codification ("ASC") 740, Income Taxes. The effect on deferred tax assets and liabilities of a change in tax rate is recognized in earnings in the period that includes the enactment date. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts more likely than not to be realized.

Internal Controls and Procedures

We and our independent auditors identified a material weakness in our internal control over financial reporting as of December 31, 2016. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. The material weakness related to the lack of sufficient qualified accounting personnel, which led to the incorrect application of generally accepted accounting principles, ineffective controls over accounting for non-routine and/or complex transactions, and ineffective controls over the financial statement close and reporting processes.

We are actively seeking to recruit additional finance and accounting personnel, are evaluating our personnel in all key finance and accounting positions and intend to employ additional finance and accounting personnel prior to the completion of this offering. We can give no assurance that these actions will remediate this deficiency in internal control or that additional material weaknesses or significant deficiencies in our internal control over financial reporting will not be identified in the future. Our failure to implement and maintain effective internal control over financial reporting could result in errors in our financial statements that could result in a restatement of our financial statements and cause us to fail to meet our reporting obligations.

We are not currently required to comply with the SEC's rules implementing Section 404 of Sarbanes-Oxley, and are therefore not required in connection with this offering to make a formal assessment of the effectiveness of our internal control over financial reporting for that purpose. Upon becoming a public company, we will be required to comply with the SEC's rules implementing Section 302 of Sarbanes-Oxley, which will require our management to certify financial and other information in our quarterly and annual reports. We will be required to provide an annual management report on the effectiveness of our internal control over financial reporting beginning with our annual report for the year ended December 31, 2018. We will not be required to have our independent registered public accounting firm attest to the effectiveness of our internal control over financial reporting under Section 404 until our first annual report subsequent to our ceasing to be an "emerging growth company" within the meaning of Section 2(a)(19) of the Securities Act.

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Results of Operations

Three Months Ended March 31, 2016 compared to Three Months Ended March 31, 2017

The following table sets forth our Predecessor's selected operating data for the three months ended March 31, 2017 as compared to the three months ended March 31, 2016.

	Three months Ended March 31,						Change

	2016			2017			$			%
Revenues:
Well Services	$	3.6		$	27.3		$	23.7			658	%
Processing Solutions		1.2			1.8			0.6			50

Total revenues		4.8			29.1			24.3			506
Operating expenses:
Cost of services (exclusive of depreciation and amortization shown separately):
Well Services		2.9			23.2			20.3			700
Processing Solutions		0.6			0.7			0.1			17

Total cost of services		3.5			23.9			20.4			583
General and administrative		1.7			7.3			5.6			329
Depreciation and amortization		0.9			3.6			2.7			300

Total operating expenses		6.1			34.8			28.7			470

Operating loss		(1.3	)		(5.7	)		(4.4	)		338
Other expenses
Interest expense, net		(0.1	)		(0.5	)		(0.4	)		400

Net loss	$	(1.4	)	$	(6.2	)	$	(4.8	)		343	%

Revenues. Revenues for the three months ended March 31, 2017 increased $24.3 million, or 506%, to $29.1 million from $4.8 million for the three months ended March 31, 2016. The increase in revenues by segment was as follows:

Well Services. Well Services revenues for the three months ended March 31, 2017 increased $23.7 million, or 658%, to $27.3 million from $3.6 million for the three months ended March 31, 2016. Magna and Bayou represented $21.7 million of the increase. The remaining $2.0 million increase was attributable to "legacy Ranger" (as referred to herein to mean Ranger Services on a historical basis, exclusive of the impact of Magna and Bayou), primarily due to increased demand in our workover rig services, which accounted for $1.5 million, or 75% of the remaining segment increase. The $1.5 million increase in workover rig services included a $1.0 million increase due to an approximate 33% increase in total rig hours for the three months ended March 31, 2017 compared to the three months ended March 31, 2016, and an increase of $0.5 million due to an approximate 12% increase in the average rig rates for the three months ended March 31, 2017 compared to the three months ended March 31, 2016.

Processing Solutions. Processing Solutions revenues for the three months ended March 31, 2017 increased $0.6 million, or 50%, to $1.8 million from $1.2 million for the three months ended March 31, 2016. The increase was primarily attributable to a $0.5 million increase in MRU revenue due to a 35% increase in the number of MRUs we owned and a 19% increase in MRU utilization for the three months ended March 31, 2017 compared to the three months ended March 31, 2016.

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Cost of services (excluding depreciation and amortization shown separately). Cost of services for the three months ended March 31, 2017 increased $20.4 million, or 583%, to $23.9 million from $3.5 million for the three months ended March 31, 2016. As a percentage of revenue, cost of services was 73% and 82% for the three months ended March 31, 2016 and 2017, respectively. The increase in cost of services by segment was as follows:

Well Services. Well Services cost of services for the three months ended March 31, 2017 increased $20.3 million, or 700%, to $23.2 million from $2.9 million for the three months ended March 31, 2016. The increase was primarily attributable to an increase in services provided by legacy Ranger, combined with the acquisitions of Magna and Bayou during 2016. More specifically, employee costs increased $10.6 million, or 52% of the segment increase while travel, repair and maintenance and supply costs increased by $9.3 million, or 46% of the segment increase.

Processing Solutions. Processing Solutions cost of services for the three months ended March 31, 2017 increased $0.1 million, or 17%, to $0.7 million from $0.6 million for the three months ended March 31, 2016. The increase was primarily attributable to increases in consumable chemicals and installation expense of $0.1 million due to increased utilization percentages and unit increases in MRUs.

General & Administrative. General and administrative expenses for the three months ended March 31, 2017 increased $5.6 million, or 329%, to $7.3 million from $1.7 million for the three months ended March 31, 2016. The increase in general and administrative expenses by segment was as follows:

Well Services. Well Services general and administrative expenses for the three months ended March 31, 2017 increased $5.9 million, or 843%, to $6.6 million from $0.7 million for the three months ended March 31, 2016. The increase was primarily attributable to an increase in services provided by legacy Ranger, combined with the acquisitions of Magna and Bayou during 2016. More specifically, payroll costs increased $2.4 million, professional fees increased $2.2 million, travel and office costs increased $0.8 million and equity-based compensation expense increased $0.3 million.

Processing Solutions. Processing Solutions general and administrative expenses for the three months ended March 31, 2017 decreased $0.3 million, or 30%, to $0.7 million from $1.0 million for the three months ended March 31, 2016. The decrease was primarily attributable to a $0.2 million decrease in bad debt expense and a $0.1 million decrease in payroll and professional fees.

Depreciation and Amortization. Depreciation and amortization for the three months ended March 31, 2017 increased $2.7 million, or 300%, to $3.6 million from $0.9 million for the three months ended March 31, 2016. The increase in depreciation and amortization expense by segment was as follows:

Well Services. Well Services depreciation and amortization expense for the three months ended March 31, 2017 increased $2.7 million, or 450%, to $3.3 million from $0.6 million for the three months ended March 31, 2016. The increase was primarily attributable to fixed assets that were put in place during 2016 and the three months ended March 31, 2017, due to the acquisition of Magna and Bayou and additional fixed asset purchases by legacy Ranger.

Processing Solutions. Processing Solutions depreciation and amortization expense was $0.3 million for the three months ended March 31, 2017 compared to $0.3 million for the three months ended March 31, 2016.

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Interest Expense, net. Interest expense, net for the three months ended March 31, 2017 increased $0.4 million, or 400%, to $0.5 million from $0.1 million for the three months ended March 31, 2016. The increase to interest expense, net by segment was as follows:

Well Services. Well Services interest expense, net for the three months ended March 31, 2017 increased $0.4 million, or 400%, to $0.5 million from $0.1 million for the three months ended March 31, 2016. The increase to interest expense, net was attributable to an increase in average borrowing during the three months ended March 31, 2017 compared to the three months ended March 31, 2016.

Processing Solutions. Processing Solutions interest expense, net was $0 million for the three months ended March 31, 2017 compared to $0 million for the three months ended March 31, 2016.

Note Regarding Non-GAAP Financial Measure

Adjusted EBITDA is not a financial measure determined in accordance with GAAP. We define Adjusted EBITDA as net loss before interest expense, net, income tax provision (benefit), depreciation and amortization, equity-based compensation, acquisition-related and severance costs, impairment of goodwill and certain other items that we do not view as indicative of our ongoing performance.

We believe Adjusted EBITDA is a useful performance measure because it allows for an effective evaluation of our operating performance when compared to our peers, without regard to our financing methods or capital structure. We exclude the items listed above from net loss in arriving at Adjusted EBITDA because these amounts can vary substantially within our industry depending upon accounting methods and book values of assets, capital structures and the method by which the assets were acquired. Adjusted EBITDA should not be considered as an alternative to, or more meaningful than, net loss determined in accordance with GAAP. Certain items excluded from Adjusted EBITDA are significant components in understanding and assessing a company's financial performance, such as a company's cost of capital and tax structure, as well as the historic costs of depreciable assets, none of which are reflected in Adjusted EBITDA. Our presentation of Adjusted EBITDA should not be construed as an indication that our results will be unaffected by the items excluded from Adjusted EBITDA. Our computations of Adjusted EBITDA may not be identical to other similarly titled measures of other companies. The following table presents reconciliations of Adjusted EBITDA to net loss, our most directly comparable financial measure calculated and presented in accordance with GAAP.

	Three Months Ended March 31, 2016									Three Months Ended March 31, 2017								Change $

	Well Services			Processing Solutions			Total			Well Services			Processing Solutions		Total			Well Services			Processing Solutions		Total
Net income (loss)	$	(0.7	)	$	(0.7	)	$	(1.4	)	$	(6.3	)	$	0.1	$	(6.2	)	$	(5.6	)	$	0.8	$	(4.8	)
Interest expense, net		0.1			0.0			0.1			0.5			0.0		0.5			0.4			—		0.4
Income tax provision (benefit)		—			—			—			—			—		—			—			—		—
Depreciation and amortization		0.6			0.3			0.9			3.3			0.3		3.6			2.7			—		2.7
Acquisition-related and severance costs		—			—			—			1.1			—		1.1			1.1			—		1.1
Equity-based compensation		—			—			—			0.3			0.1		0.4			0.3			0.1		0.4

Adjusted EBITDA	$	—		$	(0.4	)	$	(0.4	)	$	(1.1	)	$	0.5	$	(0.6	)	$	(1.1	)	$	0.9	$	(0.2	)

Adjusted EBITDA for the three months ended March 31, 2017 decreased $0.6 million to $(1.0) million from $(0.4) million for the three months ended March 31, 2016. The decrease by segment was as follows:

Well Services. Well Services Adjusted EBITDA decreased $1.1 million to $(1.1) million from $0 million due primarily to an increase in depreciation and amortization of $2.7 million, increase

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in interest expense, net of $0.4 million, increase in acquisition-related and severance costs of $1.1 million and an increase in net loss of $5.6 million.

Processing Solutions. Processing Solutions Adjusted EBITDA increased $0.9 million to $0.5 million from $(0.4) million due primarily to a decrease in net loss of $0.8 million and an increase in equity-based compensation of $0.1 million.

Year Ended December 31, 2015 compared to Year Ended December 31, 2016

The following table sets forth our Predecessor's selected operating data for 2016 as compared to 2015.

	Year Ended December 31,						Change

	2015			2016			$			%
	(in millions)
Revenues:
Well Services	$	9.7		$	46.3		$	36.6			377	%
Processing Solutions		11.5			6.5			(5.0	)		(43	)

Total revenues		21.2			52.8			31.6			149
Operating expenses:
Cost of services (excluding depreciation and amortization shown separately):
Well Services		8.2			36.7			28.5			348
Processing Solutions		7.9			2.6			(5.3	)		(67	)

Total cost of services		16.1			39.3			23.2			144
General and administrative		7.8			11.4			3.6			46
Depreciation and amortization		2.1			6.6			4.5			214
Impairment of goodwill		1.6			—			(1.6	)		(100	)

Total operating expenses		27.6			57.3			29.7			108

Operating loss		(6.4	)		(4.5	)		1.9			(30	)

Other expenses:
Interest expense, net		(0.3	)		(0.5	)		(0.2	)		67

Net loss	$	(6.7	)	$	(5.0	)	$	1.7			(25	)%

Revenues. Revenues for 2016 increased $31.6 million, or 149%, to $52.8 million from $21.2 million for 2015. The increase in revenues by segment was as follows:

Well Services. Well Services revenues for 2016 increased $36.6 million, or 377%, to $46.3 million from $9.7 million for 2015. Magna and Bayou represented $30.6 million of the increase. The remaining $6.0 million increase was attributable to legacy Ranger, primarily due to increased demand in our workover rig services, which accounted for $4.4 million, or 73% of the remaining segment increase. The $4.4 million increase in workover rig services included a $5.5 million increase due to a 62% increase in total rig hours for 2016 compared to 2015, offset by a reduction of $1.1 million due to an 8% decrease in the average rig rates for 2016 compared to 2015.

Processing Solutions. Processing Solutions revenues for 2016 decreased $5.0 million, or 43%, to $6.5 million from $11.5 million for 2015. The decrease was primarily attributable to a strategic shift by the business to significantly decrease the amount of mobilization and demobilization

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services and a decrease in the compressor rental services as a result of basin revenue mix changes. The mobilization and demobilization and compressor rental services accounted for $0.7 million and $5.6 million for 2016 and 2015, respectively, or 97% of the change in revenue from 2015 to 2016. The strategic shift was in large part due to a change in business focus from the Bakken Basin to the Permian Basin where customers typically rent compressors directly from compressor rental houses.

Cost of services (excluding depreciation and amortization shown separately). Cost of services for 2016 increased $23.2 million, or 144%, to $39.3 million from $16.1 million for 2015. As a percentage of revenue, cost of services was 74% and 76% for 2016 and 2015, respectively. The increase in cost of services by segment was as follows:

Well Services. Well Services cost of services for 2016 increased $28.5 million, or 348%, to $36.7 million from $8.2 million for 2015. Magna and Bayou represented $24.1 million of the increase. The remaining $4.4 million increase was attributable to legacy Ranger primarily due to an increase in employee costs of $3.1 million, or 70% of the remaining segment increase, and an increase in travel and repair and maintenance costs of $1.1 million, or 25% of the remaining segment increase.

Processing Solutions. Processing Solutions cost of services for 2016 decreased $5.3 million, or 67%, to $2.6 million from $7.9 million for 2015. The decrease was primarily attributable to $4.0 million related to the strategic shift discussed above and $1.0 million for 2015 costs incurred for a customer that lost its leasehold rights in certain land in the Bakken Shale.

General & Administrative. General and administrative expenses for 2016 increased $3.6 million, or 46%, to $11.4 million from $7.8 million for 2015. The increase in general and administrative expenses by segment was as follows:

Well Services. Well Services general and administrative expenses for 2016 increased $4.4 million, or 122%, to $8.0 million from $3.6 million for 2015. Magna and Bayou represented $4.0 million of the increase. The remaining $0.4 million increase was attributable to legacy Ranger primarily due to an increase in payroll and professional fees of $0.4 million, a $0.4 million increase in travel, office and insurance costs, offset by a $0.4 million decrease in bad debt expense.

Processing Solutions. Processing Solutions general and administrative expenses for 2016 decreased $0.8 million, or 19%, to $3.4 million from $4.2 million for 2015. The decrease was primarily attributable to a $0.6 million decrease in travel and office related expenses, a $0.4 million decrease in payroll and professional fees, offset by a $0.3 million increase in bad debt expense in 2016.

Depreciation and Amortization. Depreciation and amortization for 2016 increased $4.5 million, or 214%, to $6.6 million from $2.1 million for 2015. The increase in depreciation and amortization expense by segment was as follows:

Well Services. Well Services depreciation and amortization expense for 2016 increased $4.2 million, or 300%, to $5.6 million from $1.4 million for 2015. Magna and Bayou represented $3.1 million of the increase. The remaining $1.1 million increase was attributable to legacy Ranger primarily due to fixed assets that were placed in service during 2015, thus having a full year of depreciation for 2016.

Processing Solutions. Processing Solutions depreciation and amortization expense for 2016 increased $0.3 million, or 43%, to $1.0 million from $0.7 million for 2015. The increase related to fixed assets that were placed in service during 2015, thus having a full year of depreciation for 2016.

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Impairment of Goodwill. Impairment for 2016 decreased $1.6 million, or 100%, to zero from $1.6 million for 2015 due to no goodwill impairment recorded in 2016 for our Processing Solutions segment.

Interest Expense, net. Interest expense, net for 2016 increased $0.2 million, or 67%, to $0.5 million from $0.3 million for 2015. The increase to interest expense, net by segment was as follows:

Well Services. Well Services interest expense, net for 2016 increased $0.3 million, or 300%, to $0.4 million from $0.1 million for 2015. The increase to interest expense, net was attributable to an increase in average borrowing during 2016.

Processing Solutions. Processing Solutions interest expense, net for 2016 decreased $0.1 million, or 50%, to $0.1 million from $0.2 million for 2015. The decrease to interest expense, net was attributable to a decrease in average borrowing during 2016.

Note Regarding Non-GAAP Financial Measure

	2015									2016									Change $

	Well Services			Processing Solutions			Total			Well Services			Processing Solutions			Total			Well Services			Processing Solutions			Total
Net loss	$	(3.6	)	$	(3.1	)	$	(6.7	)	$	(4.4	)	$	(0.6	)	$	(5.0	)	$	(0.8	)	$	2.5		$	1.7
Interest expense, net		0.1			0.2			0.3			0.4			0.1			0.5			0.3			(0.1	)		0.2
Income tax provision (benefit)		—			—			—			—			—			—			—			—			—
Depreciation and amortization		1.4			0.7			2.1			5.6			1.0			6.6			4.2			0.3			4.5
Equity-based compensation		—			0.1			0.1			0.4			0.1			0.5			0.4			—			0.4
Acquisition-related and severance costs		—			—			—			0.5			—			0.5			0.5			—			0.5
Impairment of goodwill					1.6			1.6			—			—			—			—			(1.6	)		(1.6	)

Adjusted EBITDA	$	(2.1	)	$	(0.5	)	$	(2.6	)	$	2.5		$	0.6		$	3.1		$	4.6		$	1.1		$	5.7

Adjusted EBITDA for 2016 increased $5.7 million to $3.1 million from $(2.6) million. The increase by segment was as follows:

Well Services. Well Services Adjusted EBITDA increased $4.6 million to $2.5 million from $(2.1) million due primarily to an increase in depreciation and amortization of $4.2 million and an increase in net loss of $0.8 million.

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Processing Solutions. Processing Solutions Adjusted EBITDA increased $1.1 million to $0.6 million from $(0.5) million due primarily to a decrease in net loss of $2.5 million and a decrease in impairment on goodwill of $1.6 million.

Liquidity and Capital Resources

Overview

We require capital to fund ongoing operations, including maintenance expenditures on our existing fleet and equipment, organic growth initiatives, investments and acquisitions. Our primary sources of liquidity have been capital contributions from our owners and commercial borrowings. Following this offering, we expect our primary sources of liquidity to be cash generated from operations, proceeds from this offering and borrowings under our Credit Facility. We strive to maintain financial flexibility and proactively monitor potential capital sources to meet our investment and target liquidity requirements and to permit us to manage the cyclicality associated with our business.

As described in "Use of Proceeds," we intend to contribute all of the net proceeds we receive from this offering to Ranger LLC in exchange for Ranger Units. Ranger LLC will use approximately $29.1 million of the net proceeds to fully repay amounts outstanding under the Ranger Line of Credit, Ranger Note and the Ranger Bridge Loan (including the make-whole premium thereon), and approximately $38.6 million of the net proceeds to acquire high-spec well service rigs, including pursuant to the NOV Purchase Agreement. Ranger LLC will use the remaining net proceeds for general corporate purposes, including funding potential future acquisitions and other capital expenditures. Please see "Use of Proceeds." We believe that, following completion of this offering, our cash on hand, operating cash flow and available borrowings under our Credit Facility will be sufficient to fund our operations for at least the next twelve months.

As of March 31, 2017, we had an aggregate of $2.0 million in cash and cash equivalents and $1.6 million in restricted cash.

Capital Expenditures

As a result of poor market conditions and depressed oil and gas prices in the second half of 2015 and the first half of 2016, we reduced our capital expenditures in 2016 compared to 2015. During 2015, our capital expenditures, excluding acquisitions, were approximately $18.1 million and $8.7 million in our Well Services and Processing Solutions segments, respectively. During 2016, our capital expenditures, excluding acquisitions, were approximately $10.0 million and $2.2 million in our Well Services and Processing Solutions segments, respectively.

We currently estimate that our capital expenditures for 2017, excluding acquisitions, will be approximately $ million and $ million in our Well Services and Processing Solutions segments, respectively. We continuously evaluate our capital expenditures and the amount we ultimately spend will depend on a number of factors, including expected industry activity levels and company initiatives.

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Cash Flows

The following table sets forth our cash flows for the periods indicated:

	Three Months Ended March 31,						Change

	2016			2017			$			%
Cash flows used in operating activities	$	(0.3	)		(6.8	)		(6.5	)		2,167	%
Cash flows used in investing activities		(1.4	)		(7.3	)		(5.9	)		421
Cash flows provided by financing activities		2.1			14.5			12.4			590

Net change in cash	$	0.4			0.4			—			—	%

Operating Activities

Net cash used in operating activities increased $6.5 million to $6.8 million for the three months ended March 31, 2017 compared to $0.3 million for the three months ended March 31, 2016. The change in cash flows used in operating activities is attributable to an increase in depreciation and amortization of $2.7 million, an increase in equity-based compensation of $0.4 million, an increase in bad debt expense of $0.1 million, offset by an increase in net loss of $4.8 million and a decrease associated with changes in working capital of $4.9 million due to a significant increase in accounts receivable.

Investing Activities

Net cash used in investing activities increased $5.9 million to $7.3 million for the three months ended March 31, 2017 compared to $1.4 million for the three months ended March 31, 2016. The change in cash flows used in investing activities is attributable to an increase of $5.9 million for purchases of property, plant and equipment.

Financing Activities

Net cash provided by financing activities increased $12.4 million to $14.5 million for the three months ended March 31, 2017 compared to $2.1 million for the three months ended March 31, 2016. The change in cash flows provided by financing activities is attributable to an increase in contributions from CSL of $2.4 million, an increase in principal payments on capital lease obligations of $0.1 million, an increase of $11.2 million in borrowing on related party debt, offset by a decrease of $1.0 million in borrowings on long-term debt, a decrease of $0.1 million in borrowings under line of credit agreements and a decrease of $0.2 million in restricted cash.

The following table sets forth our cash flows for the years indicated:

	Year Ended December 31,						Change

	2015			2016			$		%
	(in millions)
Cash flows used in operating activities	$	(5.2	)	$	(5.2	)	$	—		—	%
Cash flows used in investing activities		(25.5	)		(25.4	)		0.1		(0.4	)
Cash flows provided by financing activities		28.9			31.1			2.2		7.6

Net change in cash	$	(1.8	)	$	0.5		$	2.3		(128	)%

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Operating Activities

Net cash used in operating activities was $5.2 million for 2016 compared to $5.2 million for 2015. Net operating cash flows stayed consistent due to an increase in depreciation and amortization of $4.5 million, an increase in equity-based compensation of $0.4 million and a reduction in net loss of $1.7 million, offset by a decrease in impairment of goodwill of $1.6 million, a decrease in bad debt expense of $0.1 million, a decrease in the loss on sale of property, plant and equipment of $0.1 million and a decrease associated with changes in working capital of $4.8 million.

Investing Activities

Net cash used in investing activities decreased $0.1 million to $25.4 million for 2016 compared to $25.5 million for 2015. The change in investing cash flows is attributable to $16.3 million used in the purchase of businesses in 2016, offset by an increase of $14.8 million for purchases of property, plant and equipment and an increase of $1.6 million from the sale of property, plant and equipment.

Financing Activities

Net cash provided by financing activities increased $2.2 million to $31.1 million for 2016, compared to $28.9 million for 2015. The change in cash flows provided by financing activities is attributable to an increase in contributions from CSL of $14.5 million, offset by a decrease of $5.5 million in borrowings of long-term debt, a decrease of payments on third party borrowings of $2.6 million, a $1.0 million decrease in restricted cash, a decrease of principal payments on capital lease obligations of $0.2 million and a decrease of distributions to parent of $3.0 million.

Working Capital

Our working capital, which we define as total current assets less total current liabilities, totaled $0.3 million and $10.4 million at December 31, 2015 and 2016, respectively. Our working capital totaled a deficit of $17.5 million of March 31, 2017.

Our Debt Agreements

Ranger Services has a $5.0 million revolving line of credit with Iberia Bank expiring April 30, 2018 (the "Ranger Line of Credit"). As of March 31, 2017, there was $5.0 million borrowed against the Ranger Line of Credit. The Ranger Line of Credit is collateralized by substantially all of Ranger Services' assets. Interest varies with the bank's prime rate and the bank's LIBOR. At March 31, 2017, the interest rate was 4.28%. The Ranger Line of Credit requires Ranger Services to comply with certain financial and non-financial covenants as set forth in the agreement and places limits on new debt and capital expenditures.

In March 2015, Torrent Services, through certain members of its management team, secured a $0.6 million promissory note with Benchmark Bank, which was replaced in April 2016 with a $0.2 million promissory note (the "Prior Torrent Note"). The Prior Torrent Note was repaid in full on February 28, 2017. The Prior Torrent Note also required Torrent Services to comply with certain financial and non-financial covenants.

In February 2015 (as amended in March 2016), Torrent Services secured a $2.0 million senior credit facility with Texas Capital Bank consisting of a $2.0 million Advancing Term Loan (as defined in the note agreement) (the "Existing Torrent Note"). As of March 31, 2017, there was $0.5 million outstanding under the Existing Torrent Note. The Existing Torrent Note is secured by substantially all of Torrent Services' assets. Interest varies with the bank's prime rate and the bank's LIBOR and is payable quarterly through the maturity of the Existing Torrent Note. The Existing Torrent Note also

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requires Torrent Services to comply with certain financial and non-financial covenants. We intend to repay the Existing Torrent Note in full prior to the commencement of this offering.

In April 2015, Ranger Services secured a $7.0 million loan from Iberia Bank, which is evidenced by a promissory note (the "Ranger Note"). Interest varies with the bank's prime rate and the bank's LIBOR and is payable in 60 equal monthly installments, which commenced on May 1, 2016. As of March 31, 2017, the interest rate was 4.28%. Installment payments are due through May 1, 2019, and the note is secured by substantially all of Ranger Services' assets. As of March 31, 2017, the outstanding balance was $5.8 million. The Ranger Note also requires Ranger Services to comply with certain financial and non-financial covenants.

In February 2017, Ranger Services entered into loan agreements (collectively, the "Ranger Bridge Loan") with each of CSL Energy Opportunities Fund II, L.P. ("CSL Opportunities II"), CSL Energy Holdings II, LLC ("CSL Holdings II") and Bayou Well Holdings Company, LLC ("Bayou Holdings" and, together with CSL Opportunities II and CSL Holdings II, the "Bridge Loan Lenders"), each an indirect equity owner of Ranger Services, evidenced by promissory notes payable to each Bridge Loan Lender, in an aggregate principal amount of $11.1 million. In April 2017, additional borrowings from CSL Opportunities II and CSL Holdings II increased the aggregate principal amount of the Ranger Bridge Loan to $12.1 million and in May 2017 to $14.6 million. The Ranger Bridge Loan is secured by substantially all of Ranger Services' assets. Each note bears interest at a rate of 15% and matures upon the earlier of February 21, 2018 or ten days after the consummation of an initial public offering. The Ranger Bridge Loan includes a make-whole provision pursuant to which Ranger Services will pay 125% of the total amount advanced to Ranger Services upon settlement. The Ranger Bridge Loan also requires Ranger Services to comply with certain non-financial covenants.

As of March 31, 2017, Ranger Services' leverage ratio exceeded the threshold of 1.75 to 1.00 under the Ranger Line of Credit and Ranger Note and Ranger Services did not generate the required minimum net income of zero or greater. Ranger Services was in compliance with all other covenants at that time. On May 17, 2017, Ranger Services obtained a waiver of such non-compliance with respect to the first quarter of 2017 from the lender under the Ranger Line of Credit and Ranger Note. There can be no assurance we will be able to obtain future waivers from the lender under the Ranger Line of Credit and Ranger Note. We have classified the outstanding debt under the Ranger Line of Credit and Ranger Note as current because Ranger Services does not anticipate being in compliance with all covenants and ratios required under the Ranger Line of Credit and Ranger Note in the next twelve months. We have obtained additional commitments from CSL for additional capital through at least March 31, 2018. We plan to repay and retire the Ranger Line of Credit and Ranger Note from the proceeds of this offering.

In connection with the consummation of this offering, we intend to fully repay and terminate the Ranger Line of Credit, the Ranger Note and the Ranger Bridge Loan and enter into a new credit agreement providing for a $ million Credit Facility. We expect that the Credit Facility will be used for capital expenditures and permitted acquisitions, to provide for working capital requirements and for other general corporate purposes. We further expect that the Credit Facility will be secured by certain of our assets, contain various affirmative and negative covenants and restrictive provisions that will limit our ability (as well as the ability of our subsidiaries) to, among other things:

•: incur or guarantee additional debt;
•: make certain investments and acquisitions;
•: incur certain liens or permit them to exist;
•: alter our lines of business;
•: enter into certain types of transactions with affiliates;

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•: merger or consolidate with another company; and
•: transfer, sell or otherwise dispose of assets.

In addition, we expect that the Credit Facility will restrict our ability to make distributions on, or redeem or repurchase, our equity interests, except for distributions of available cash so long as, both at the time of the distribution and after giving effect to the distribution, no default exists under the Credit Facility. Our Credit Facility will also require us to maintain certain financial covenants.

We also expect that the Credit Facility will contain events of default customary for facilities of this nature, including, but not limited, to:

•: events of default resulting from our failure or the failure of any guarantors to comply with covenants and financial ratios;
•: the occurrence of a change of control;
•: the institution of insolvency or similar proceedings against us or any guarantor; and
•: the occurrence of a default under any other material indebtedness we or any guarantor may have.

Upon the occurrence and during the continuation of an event of default, subject to the terms and conditions of the Credit Facility, we expect that the lenders will be able to declare any outstanding principal of our Credit Facility debt, together with accrued and unpaid interest, to be immediately due and payable and exercise other remedies.

Contractual and Commercial Commitments

The following table summarizes our contractual obligations and commercial commitments as of December 31, 2016:

	Total		Less than 1 year		1 - 3 years		3 - 5 years		More than 5 years

	(in millions)
Long-term debt obligations(1)	$	12.1	$	2.3	$	9.8	$	—	$	—
Interest on long-term debt obligations(2)		0.7		0.4		0.3		—		—
Capital lease obligations		0.8		0.5		0.3		—		—
Operating lease obligations		7.4		2.0		3.5		1.9		—

Total	$	21.0	$	5.2	$	13.9	$	1.9	$	—

(1): Total long-term debt obligations as of December 31, 2016 included the Ranger Line of Credit, the Ranger Note, the Prior Torrent Note and the Existing Torrent Note. On February 22, 2017, we entered into the $11.1 million Ranger Bridge Loan. The Ranger Bridge Loan includes a make-whole provision pursuant to which Ranger Services will pay 125% of the total amount advanced to Ranger Services upon settlement. On February 28, 2017, we repaid and terminated the Prior Torrent Note and, prior to the commencement of this offering, we intend to repay and terminate the Existing Torrent Note. On April 5, 2017, the Ranger Bridge Loan was increased to $12.1 million and on May 18, 2017 to $14.6 million. In connection with the consummation of this offering, we intend to fully repay and terminate the Ranger Line of Credit, the Ranger Note and the Ranger Bridge Loan.
(2): Interest on long-term debt obligations is based on interest rates as of December 31, 2016.

In addition to the contractual obligations and commercial commitments as of December 31, 2016 listed in the table above, we have entered into agreements during 2017, including the NOV Purchase

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Agreement, pursuant to which we have acquired 9 high-spec well service rigs as of May 19, 2017 (as a result of which our high-spec well service rig fleet increased to 67 total high-spec well service rigs), and will acquire an additional 27 high-spec well service rigs during the remainder of 2017 for an aggregate purchase price under such agreements of approximately $42.1 million, for which $3.5 million of payments have been made as of May 19, 2017, and the remaining $38.6 million of which will be due during the remainder of 2017 and in 2018.

Tax Receivable Agreement

With respect to obligations we expect to incur under our Tax Receivable Agreement (except in cases where we elect to terminate the Tax Receivable Agreement early, the Tax Receivable Agreement is terminated early due to certain mergers, asset sales, other forms of business combination or other changes of control or we have available cash but fail to make payments when due), generally we may elect to defer payments due under the Tax Receivable Agreement if we do not have available cash to satisfy our payment obligations under the Tax Receivable Agreement or if our contractual obligations limit our ability to make these payments. Any such deferred payments under the Tax Receivable Agreement generally will accrue interest. In certain cases, payments under the Tax Receivable Agreement may be accelerated and/or significantly exceed the actual benefits, if any, we realize in respect of the tax attributes subject to the Tax Receivable Agreement. We intend to account for any amounts payable under the Tax Receivable Agreement in accordance with ASC 450, Contingencies. Further, we intend to account for the effect of increases in tax basis and payments for such increases under the Tax Receivable Agreement arising from future redemptions as follows:

•: when future sales or redemptions occur, we will record a deferred tax liability for the gross amount of the income tax effect along with an offset of 85% of this liability as payable under the Tax Receivable Agreement; the remaining difference between the deferred tax liability and tax receivable agreement liability will be recorded as additional paid-in capital; and
•: to the extent we have recorded a deferred tax asset for an increase in tax basis to which a benefit is no longer expected to be realized due to lower future taxable income, we will reduce the deferred tax asset with a valuation allowance.

For further discussion regarding such an acceleration and its potential impact, please see "Risk Factors—Risks Related to Our Corporate Reorganization and Resulting Structure—In certain cases, payments under the Tax Receivable Agreement may be accelerated and/or significantly exceed the actual benefits, if any, we realize in respect of the tax attributes subject to the Tax Receivable Agreement." For additional information regarding the Tax Receivable Agreement, see "Certain Relationships and Related Party Transactions—Tax Receivable Agreement."

Critical Accounting Policies and Estimates

Our financial statements are prepared in accordance with GAAP. In connection with preparing our financial statements, we are required to make assumptions and estimates about future events, and apply judgments that affect the reported amounts of assets, liabilities, revenue, expense and the related disclosures. We base our assumptions, estimates and judgments on historical experience, current trends and other factors that management believes to be relevant at the time we prepare our combined consolidated financial statements. On a regular basis, management reviews the accounting policies, assumptions, estimates and judgments to ensure that our combined consolidated financial statements are presented fairly and in accordance with GAAP. However, because future events and their effects cannot be determined with certainty, actual results could differ materially from our assumptions and estimates.

Our significant accounting policies are discussed in our audited historical combined consolidated financial statements included elsewhere in this prospectus. Management believes that the following

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accounting estimates are those most critical to fully understanding and evaluating our reported financial results, and they require management's most difficult, subjective or complex judgments, resulting from the need to make estimates about the effect of matters that are inherently uncertain.

Property, Plant and Equipment

Policy description

Property, plant and equipment is stated at cost or estimated fair market value at the acquisition date less accumulated depreciation. Depreciation is charged to expense on the straight-line basis over the estimated useful life of each asset, with estimated useful lives reviewed by management on an annual basis. Expenditures for major renewals and betterments are capitalized while expenditures for maintenance and repairs are charged to expense as incurred. Assets under capital lease obligations and leasehold improvements are amortized over the shorter of the lease term or their respective estimated useful lives. Depreciation does not begin until property, plant and equipment is placed in service. Once placed in service, depreciation on property and equipment continues while being repaired, refurbished or between periods of deployment.

Judgments and assumptions

Accounting for our property, plant and equipment requires us to estimate the expected useful lives of our fleet and any related salvage value. The range of estimated useful lives is based on overall size and specifications of the fleet, expected utilization along with continuous repairs and maintenance that may or may not extend the estimated useful lives. To the extent the expenditures extends the expected useful life, these expenditures are capitalized and depreciated over the extended useful life.

Long-lived Asset Impairment

Policy description

We evaluate the recoverability of the carrying value of long-lived assets, including property, plant and equipment and intangible assets, whenever events or circumstances indicate the carrying amount may not be recoverable. If a long-lived asset is tested for recoverability and the undiscounted estimated future cash flows expected to result from the use and eventual disposition of the asset is less than the carrying amount of the asset, the asset cost is adjusted to fair value and an impairment loss is recognized as the amount by which the carrying amount of a long-lived asset exceeds its fair value.

Judgments and assumptions

Our impairment analysis requires us to apply judgment in identifying impairment indicators and estimating future cash flows of our fleets. If actual results are not consistent with our assumptions and estimates or our assumptions and estimates change due to new information, we may be exposed to an impairment charge. Key assumptions used to determine the undiscounted future cash flows include estimates of future fleet utilization and demands based on our assumptions around future commodity prices and capital expenditures of our customers.

Business Combinations

Policy description

We recognize, separately from goodwill, the identifiable assets acquired and liabilities assumed at their estimated acquisition date fair values. Fair value is the price that would be received to sell an asset or would be paid to transfer a liability in an orderly transaction between market participants at the measurement date. Goodwill as of the acquisition date is measured and recognized as the excess of: (i) the aggregate of the fair value of the consideration transferred, the fair value of any non-controlling interest in the acquiree and the acquisition date fair value of our previously held equity interests over

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(ii) the fair value of assets acquired and liabilities assumed. These fair values are accounted for at the date of acquisition and included in the combined consolidated balance sheet at December 31, 2016. The results of operations of an acquired business is included in the statement of operations from the date of the acquisition.

Judgments and assumptions

We estimate fair value based on the assumptions of market participants and not those of the reporting entity. Fair values are determined through the use of a blended market and income approach. Therefore, entity-specific intentions do not impact the measurement of fair value. Changes to these assumptions could change the fair value estimates used in our business combination accounting.

Revenue Recognition

Policy description

We generate revenue from multiple sources within our operating segments.

Well Services—Well Services consists primarily of maintenance services, workover services, completion services and plugging and abandonment services. We recognize revenue when services are performed, collection of the relevant receivables is probable, persuasive evidence of an arrangement exists and the price is fixed or determinable. We price well services by the hour or by the day when services are performed. Well services are sold without warranty or right of return. Taxes assessed on revenue transactions are presented on a net basis and are not included in revenue.

Processing Solutions—Processing Solutions consists primarily of equipment rentals, operations and maintenance services and mobilization services. We recognize revenue when services are performed, collection of the relevant receivables is probable, persuasive evidence of an arrangement exists and the price is fixed or determinable. Revenues from equipment leasing, operations and maintenance services are recognized as earned. These services are sold without warranty or right of return. Taxes assessed on revenue transactions are presented on a net basis and are not included in revenue.

Judgments and assumptions

Recording revenue involves the use of estimates and management judgment. We must make a determination at the time our services are provided whether the customer has the ability to make payments to us. While we do utilize past payment history, and, to the extent available for new customers, public credit information in making our assessment, the determination of whether collectability is reasonably assured is ultimately a judgment decision that must be made by management.

Equity-based Compensation

Policy description

We record equity-based payments at fair value on the date of grant, and expense the value of these unit-based payments in compensation expense over the applicable vesting periods. Since we have not historically been publicly traded we do not have a listed price with which to calculate fair value.

Judgments and assumptions

We estimate the fair value of our equity-based compensation using an option pricing model that includes certain assumptions, such as volatility, dividend yield and risk free interest rate. Changes in these assumptions could change the fair value of our unit based awards and associated compensation expense in our combined consolidated statements of operations.

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Recent Accounting Pronouncements

See Note 2, "Summary of Significant Accounting Policies—New Accounting Pronouncements" to our Predecessor's historical combined consolidated financial statements as of and for the years ended December 31, 2015 and 2016, included elsewhere in this prospectus, for a discussion of recent accounting pronouncements.

Under the JOBS Act, we expect that we will meet the definition of an "emerging growth company," which would allow us to have an extended transition period for complying with new or revised accounting standards pursuant to Section 107(b) of the JOBS Act. We have irrevocably opted out of the extended transition period and, as a result, we will adopt new or revised accounting standards on the relevant dates on which adoption of such standards is required for other public companies.

Quantitative and Qualitative Disclosure about Market Risks

The demand, pricing and terms for oil and natural gas services provided by us are largely dependent upon the level of activity for the U.S. oil and natural gas industry. Industry conditions are influenced by numerous factors over which we have no control, including, but not limited to: the supply of and demand for oil and natural gas; the level of prices, and expectations about future prices of oil and natural gas; the cost of exploring for, developing, producing and delivering oil and natural gas; the expected rates of declining current production; the discovery rates of new oil and natural gas reserves; available pipeline and other transportation capacity; weather conditions; domestic and worldwide economic conditions; political instability in oil-producing countries; environmental regulations; technical advances affecting energy consumption; the price and availability of alternative fuels; the ability of oil and natural gas producers to raise equity capital and debt financing; and merger and divestiture activity among oil and natural gas producers.

Interest Rate Risk

We had an aggregate of $22.5 million outstanding under the Ranger Line of Credit, the Ranger Note, the Existing Torrent Note and the Ranger Bridge Loan at March 31, 2017, with a weighted average interest rate of 9.65%. A 1.0% increase or decrease in the weighted average interest rate would increase or decrease interest expense by approximately $0.2 million per year. We do not currently hedge our interest rate exposure.

Credit Risk

The majority of our trade receivables have payment terms of 30 days or less. As of March 31, 2017, the top three trade receivable balances represented 14%, 13% and 10%, respectively, of total accounts receivable. Within our Well Services segment, the top three trade receivable balances represented 15%, 14% and 11%, respectively, of total Well Services accounts receivable. Within our Processing Solutions segment, the top three trade receivable balances represented 32%, 27% and 15%, respectively, of total Processing Solutions accounts receivable. We mitigate the associated credit risk by performing credit evaluations and monitoring the payment patterns of our customers.

Commodity Price Risk

The market for our services is indirectly exposed to fluctuations in the prices of oil and natural gas to the extent such fluctuations impact the activity levels of our E&P customers. Any prolonged substantial reduction in oil and natural gas prices would likely affect oil and natural gas production levels and therefore affect demand for our services. We do not currently intend to hedge our indirect exposure to commodity price risk.

Off-Balance Sheet Arrangements

We currently have no material off-balance sheet arrangements.

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BUSINESS

Our Company

We have invested in a premier fleet of well service rigs. Our customers, which include many of the leading U.S. onshore E&P operators such as EOG Resources, Inc., Noble Energy, Inc., Oasis Petroleum Inc., PDC Energy Inc. and Statoil ASA, are increasingly utilizing modern horizontal well designs characterized by long lateral lengths that can extend in excess of 12,000 feet. Long lateral length wellbores require increased amounts of completion tubing, which, in turn, require well service rigs with higher operating HP to pull longer tubing strings from the wellbore. Furthermore, long lateral horizontal wells generally utilize taller stacks of wellhead equipment, which drives demand for well service rigs that have taller mast heights capable of accommodating an elevated work floor. These modern horizontal well designs are ideally serviced by "high-spec" well service rigs with high operating HP (450 HP or greater) and tall mast heights (102 feet or higher) rather than competing coiled tubing units and older or lower-spec well service rigs. As of May 19, 2017, all but one of our well service rigs meets these specifications, and approximately 78% of our well service rigs exceed these specifications with HP ratings of at least 500 HP and mast heights of at least 104 feet, making our fleet particularly well-suited to perform high-margin, horizontal well completion and production operations. The only remaining rig in our fleet is generally deployed only for plugging and abandonment operations of conventional vertical wells.

The high-spec well service rigs in our existing fleet, a substantial majority of which has been built since 2012, have an average age of approximately four years and feature modern operating components sourced from leading U.S. manufacturers such as NOV. In February 2017, to meet expected customer demand, we entered into the NOV Purchase Agreement, pursuant to which we expect to accept delivery of an additional 27 high-spec well service rigs periodically throughout the remainder of 2017. However, NOV is not obligated pursuant to the NOV Purchase Agreement to deliver such high-spec well service rigs during 2017, and will not face penalties for delayed delivery, regardless of the length or cause of any delay. As a result of the NOV Purchase Agreement, our well service rig fleet will expand to 95 rigs, 94 of which will be high-spec. The following table provides summary information regarding our high-spec well service rig fleet, including the additional rigs that we expect to be delivered during

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the remainder of 2017. For additional information, please see "—Properties and Equipment—Equipment—Well Services."

HP Rating(1)		Mast Rating(2)	Manufacturer & Model

600 HP	112' - 117'	300,000 - 350,000 lbs	NOV 6-C	5	*
500 - 550 HP	104' - 108'	250,000 - 275,000 lbs	NOV 5-C and equivalent	69	**
450 - 475 HP	102' - 104'	200,000 - 250,000 lbs	NOV 4-C and equivalent	20	***

Total				94

(1): Per manufacturer.
(2): The mast ratings of our high-spec well service rigs complement their high operating HP and tall mast heights by allowing such rigs to safely support the higher weights associated with the long tubing strings used in long-lateral well completion operations.
*: Includes four rigs expected to be delivered during the remainder of 2017, two of which we expect to have extended mast heights of 117 feet.
**: Includes 17 rigs expected to be delivered during the remainder of 2017.
***: Includes six rigs expected to be delivered during the remainder of 2017.

The composition of our well service rig fleet makes it particularly well-suited to provide both completion-oriented services, the demand for which generally increases along with increased capital spending by E&P operators, and production-oriented services, the demand for which is less influenced, on a comparative basis, by such capital spending. The ability of our well service rigs to accommodate the needs of our E&P customers in a variety of economic conditions has historically allowed us to maintain relatively high rig utilization as compared to our competitors. For example, our rig utilization during 2016 and the first quarter of 2017 was approximately 74% and 81%, respectively, which we believe to be significantly higher than that of our publicly listed competitors in the United States over such periods.

In addition to our core well service rig operations, we offer a suite of complementary services, including wireline, snubbing, fluid management and well service-related equipment rentals. Our rental equipment includes well control packages and hydraulic catwalks, which are typically deployed in conjunction with high-spec well service rigs. These complementary services and equipment are typically procured by the same decision-makers at our customers that procure our well service rigs and are provided by our same field personnel, generating incremental revenues per job while limiting incremental costs to us. Our complementary well completion and production services and equipment strategically enhance our operating footprint, create operational efficiencies for our customers and allow us to capture a greater portion of their spending across the lifecycle of a well.

We have focused on combining our high-spec rig fleet, complementary well service operations and processing solutions with a highly skilled and experienced workforce, which enables us to consistently

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and efficiently deliver exceptional service while maintaining high health, safety and environmental standards. We believe that our strong operational performance and safety record provides a strong competitive advantage with current and prospective E&P customers.

Industry Trends

We believe the demand for our services will continue to increase as a result of a number of favorable industry trends. For example, we believe there are long term fundamental demand trends that will continue to benefit us, including:

•: Increasing complexity of well completion operations, including longer laterals and a greater number of frac stages per well;
•: Increasing percentage of rigs that are drilling horizontal wells;
•: Increasing percentage of total production attributable to older horizontal wells;
•: Shift towards liquids-rich development that is reliant on artificial lift technologies and associated well maintenance and workover operations;
•: Sizable inventory of DUC wells requiring completion; and
•: Increasing customer focus on well-capitalized, safe and efficient service providers that can meet or exceed their health, safety and environmental requirements.

In addition, we believe pricing for our services will be further enhanced as a result of the following supply factors:

•: Limited existing base of high-spec well service rigs;
•: Aging of existing well services equipment given the limited investment since the industry downturn in late 2014;
•: Limited number of manufacturers capable of building high-spec well service rigs; and
•: Lesser reliability of alternative techniques, including coiled tubing, for high-complexity well completions.

As a result, we expect to benefit from enhanced pricing for our services and continued industry-leading utilization. We believe that increased demand for our services as a result of commodity price trends and the increasing complexity of well completion operations, along with the limited supply of high-spec well service rigs and the relative unreliability of alternative well servicing techniques, present a unique market opportunity for our high-spec well service rig operations and related services. For additional information, please see "Industry."

Our Competitive Strengths

We believe that the following strengths will position us to achieve our primary business objective of creating value for our shareholders:

Leading Provider of High-Spec Well Service Rigs and Associated Services

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this makes us one of the largest independent providers of high-spec well service rigs and associated services in the United States. Further, we believe that our fleet of high-spec well service rigs is among the youngest fleet of well service rigs in the industry and is therefore more reliable and better suited to perform work on long lateral horizontal wells than the older fleets of many of our competitors. Additionally, our large and increasingly uniform fleet of high-spec well service rigs facilitates consistency in maintenance, training, in-field performance and service quality to customers. As horizontal well complexity continues to increase, we expect our customers will increasingly rely on high-spec well service rigs to perform both completion and production services. Consequently, we expect demand growth for our fleet of well service rigs to outpace that for many of our competitors' fleets.

Balanced Exposure to Completion and Production Activity

The composition of our well service rig fleet makes it particularly well-suited to provide both completion-oriented and production-oriented services. Accordingly, we benefit from increased exposure to high-margin unconventional well completion support operations during periods of increased completion activity while maintaining stable growth through workover, well maintenance and decommissioning operations on the growing base of producing wells. The ability of our well service rigs to accommodate the needs of our E&P customers in a variety of economic conditions has historically allowed us to maintain relatively high rig utilization as compared to our competitors. For example, our rig utilization during 2016 and the first quarter of 2017 was approximately 74% and 81%, respectively, which we believe to be significantly higher than that of our publicly listed competitors in the United States over that period. Going forward, we believe that our balanced exposure to completion and production activity will continue to result in relatively high rig utilization as compared to our competitors.

Proprietary Natural Gas and NGL Processing Solutions

Deep Relationships with Blue-Chip E&P Customers across Multiple Basins

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of choice for many of our customers. For example, in 2014, we entered into the five-year take-or-pay EOG Contract for three well service rigs, which was increased in 2015 to six well service rigs, operating in the Eagle Ford Shale in South Texas. Pursuant to the EOG Contract, EOG Resources, Inc. is generally obligated, with respect to each contracted well service rig, to utilize such well service rig for an average annual minimum of 2,750 hours at a stated rate based on our costs and other adjustments plus a mark-up that is subject to adjustment in certain circumstances based on market conditions and other factors. Further, during 2016, we worked for 148 distinct customers, including 33 publicly traded companies, with no customer accounting for more than 20% of our annual revenues. As our customers increase their drilling and completion activity, we expect to continue to leverage our current relationships to expand our geographic footprint and to facilitate continued growth in the basins in which we currently operate.

Strong Balance Sheet Enables Strategic Deployment of Capital

We believe our balance sheet strength has allowed us to continue to invest in our equipment and meet working capital requirements required for a fast growing business, while also providing flexibility to opportunistically pursue expansion opportunities. We believe that larger E&P operators prefer well-capitalized service providers that are better positioned to meet service requirements and financial obligations. Many of our primary competitors have high levels of total debt or recently emerged from bankruptcy during which they significantly reduced their capital and maintenance expenditures. By contrast, after giving effect to this offering and the use of proceeds therefrom, we expect to have no outstanding debt, $ million of borrowing capacity under our Credit Facility and approximately $ million of cash on the balance sheet (based on our cash balance as of March 31, 2017), providing us with ample liquidity to support strategic investments to continue to grow our business and enhance market share.

Experienced Management Team Reinforces Dedication to Safety and Reliability

The members of our management team are seasoned operating, financial and administrative executives with extensive experience in and knowledge of the oilfield services industry. Our senior executives have a strong track record in establishing oilfield service companies and growing them organically and through strategic acquisitions. Our management team is led by our President and Chief Executive Officer, Darron M. Anderson, who has more than 26 years of oil and natural gas experience and a track record of leadership in the oilfield services industry. Each member of our management team possesses significant leadership and operational experience with long tenures in the industry and respective careers at leading companies. We believe that the commitment of our management team to building and supporting a strong company culture has driven our consistent track record of reliability and safety. During 2016, our TRIRs in our Well Services and Processing Solutions segments were 0.72 and 0.00, respectively. Our history of safe operations enables us to qualify for projects with industry leading E&P customers that have stringent safety requirements.

Our Business Strategy

We believe that we will be able to achieve our primary business objective of creating value for our shareholders by executing on the following strategies:

Capitalize on the Expected Increase in Demand for High-Spec Well Service Rigs

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growth for horizontal well completion services that will outpace the growth in the U.S. onshore drilling rig count. Industry reports by Spears forecast that the U.S. onshore market for completion equipment and services is expected to grow at a compound annual growth rate of 26% through 2021, primarily driven by unconventional horizontal wells. We intend to leverage our high quality assets to strategically target higher-margin, horizontal completions-oriented work that typically exceeds the capabilities of coiled tubing and older, lower specification well service rigs. Unconventional oil wells in particular typically require frequent intervention as a result of relatively high utilization of downhole tools and equipment. As the growing base of unconventional producing wells ages, we expect E&P operators to increasingly deploy well service programs in order to increase and sustain production. We are well positioned to provide these services throughout the life of the well to meet this demand, including through well completion support services, workover operations and well maintenance, which should result in stable growth, increased asset utilization, enhanced profitability and relatively limited cyclicality.

Grow Our Fleet of High-Spec Well Service Rigs, Modular MRUs and Associated Equipment

We have also invested in differentiated and proprietary assets in our equipment rentals business, including our modern, reliable fleet of modular MRUs. We expect to leverage our strong balance sheet and continue to strategically deploy additional capital to invest in high-spec well service rigs, purpose-built MRUs and complementary rental equipment to service our customers' well completion, production and processing operations.

Develop and Expand Relationships with Existing and New Customers

Maintain a Conservative Balance Sheet to Pursue Organic and External Growth Opportunities

We intend to maintain a conservative approach to managing our balance sheet to preserve operational and strategic flexibility. We actively manage our liquidity by monitoring cash flow, capital spending and debt capacity. For example, as of March 31, 2017, we had only approximately $22.5 million of total combined consolidated long-term debt all of which, as well as the additional $3.5 million incurred under the Ranger Bridge Loan in April and May 2017, has been or will be repaid prior to or in connection with the consummation of this offering. Our focus on maintaining a strong balance sheet has enabled us to execute our strategy through industry volatility and commodity price

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cycles. We expect to fund the expansion of our high-spec well service rig fleet and continue to grow our operations with the proceeds from this offering, cash flow from operations, availability under our Credit Facility and capital markets offerings when appropriate.

Reinforce Strong Company Culture through Employee Retention and Dedication to Safety

Our Services

Well Services

Our high-spec well service rigs facilitate operations throughout the lifecycle of a well, including, as described in greater detail below, (i) well completion support; (ii) workover; (iii) well maintenance; and (iv) decommissioning. We provide these advanced well services to E&P companies, particularly to those operating in unconventional oil and natural gas reservoirs and requiring technically and operationally advanced services. Our high-spec well service rigs are designed to support growing U.S. horizontal well demands.

Specifically, our well service rig operations consist primarily of the following:

•: Well completion support. Our well completion support services are utilized subsequent to hydraulic fracturing operations but prior to placing a well into production, and primarily include unconventional well completion operations, including milling out composite plugs, frac sand or other downhole debris or obstructions that were introduced in the well as part of the completion process and installing production tubing and other permanent downhole equipment necessary to facilitate extraction and production.
•: Workovers. Our workover services primarily facilitate major well repairs or modifications required to sustain the flow of oil and natural gas in a producing well. Workovers, which may require a few days to several weeks to complete and generally require additional auxiliary equipment, are typically more complex and more time consuming than well maintenance operations. Workover operations include major subsurface repairs such as repair or replacement of well casing, recovery or replacement of tubing and removal of foreign objects from the wellbore. All of our high-spec well service rigs are designed to perform complex workover operations.
•: Well maintenance. Our well maintenance services, which are generally conducted multiple times throughout the life of a well, provide periodic maintenance required throughout the life of a well to sustain optimal levels of oil and natural gas production. Our well maintenance services primarily include the removal and replacement of downhole production equipment, including artificial lift components such as sucker rods and downhole pumps, the repair of failed production tubing and the repair and removal of other downhole production-related byproducts such as frac sand or paraffin that impair well productivity. These and similar routine maintenance services involve relatively low-cost, short-duration operations that generally experience relatively stable demand notwithstanding changes in drilling activity.
•: Decommissioning. Our decommissioning services primarily include plugging and abandonment, in which our well service rigs and wireline and cementing equipment are used to prepare

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non-economic oil and natural gas wells to be shut in and permanently or temporarily sealed. Decommissioning work is typically less sensitive to oil and natural gas prices than our other well service rig operations as a result of decommissioning obligations imposed by state regulations.

In addition to our core well service rig operations, we also offer a suite of complementary services, including well service-related equipment rentals, wireline, snubbing and fluid management services.

•: Well Service-Related Equipment Rentals. Our well service-related equipment rentals consist of a diverse fleet of rental items, including power swivels (hydraulic motor-driven, pipe-rotating machines used to deliver shock-free torque to the drillstring or tubing during well service rig operations), well control packages (equipment used to ensure formation pressure is maintained within the wellbore during well service rig operations), hydraulic catwalks (mechanized lifting devices used to raise and lower drill pipe and tubing to and from the well service rig work floor), frac tanks, pipe racks and pipe handling tools. Our well service-related equipment rentals are typically used in conjunction with the services provided by our well service rigs and, in the last several years, have resulted in incremental associated revenues and enhanced profit margins.
•: Wireline Services. Our wireline services involve the use of wireline trucks equipped with a spool of cable that is unwound and lowered into oil and natural gas wells to convey specialized tools or equipment for well completion, well intervention, pipe recovery, plugging and abandonment and reservoir evaluation purposes.
•: Snubbing Services. Our snubbing services consist of using our snubbing units together with our well service rigs in order to perform well maintenance or workover operations on a pressurized well without killing the well. Our snubbing services, which enable operators to safely run or remove pipe and other associated downhole tools into a flowing well, are utilized for well maintenance, workover and well completion activities.
•: Fluid Management Services. Our fluid management services consist of the hauling of oilfield fluids, including drilling mud, fresh water and saltwater used or produced in well drilling, completion and production. Additionally, we rent tanks to store such fluids at the wellsite.

Processing Solutions

In our processing solutions segment, we provide a range of proprietary, modular equipment for the processing of rich natural gas streams at the wellhead or central gathering points in basins where drilling and completion activity has outpaced the development of permanent processing infrastructure. We have developed a premium offering that includes proprietary designs on modern processing equipment, including modular MRUs. Our modular units provide flexibility across a broad range of project requirements and operating environments, and are designed to allow for quick mobilization to minimize downtime and increase utilization, particularly in conjunction with the operational support provided by our expert field personnel. Our natural gas processing solutions assist our customers with meeting pipeline specifications, extracting higher value NGLs, providing fuel gas for wellsites and facilities and reducing emissions at the flare tip. Our modular units provide flexibility to match a broad range of project requirements and are designed to allow for quick mobilization and demobilization.

In addition to our proprietary natural gas and NGL processing equipment, we offer full transportation, installation and ongoing operation services in the field. Our turn-key mobilization services include in-bound transportation, site offloading, installation, commissioning, startup and training of field personnel. Our ongoing operations and maintenance services include daily onsite and callout service, daily field reports and NGL transportation and marketing arrangements. We also employ full-time process and mechanical engineers with significant experience in designing gas treating and processing solutions to provide quality service to our customers.

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Properties and Equipment

Properties

Our 29,000 square foot corporate headquarters is located at 800 Gessner Street, Suite 1000, Houston, Texas 77024. We lease our general office space at our corporate headquarters. The lease expires in 2020. We currently own or lease the following additional principal properties:

Facility Location	Purpose	Size (sq ft/acres)	Leased or Owned		Segment

Houston, Texas	Corporate offices/Field Office	2,756 sq ft	Leased	2017	Processing Solutions
Wharton, Texas	Yard	4 acres	Leased	2018	Well Services
Odessa, Texas	Maintenance Facility/Yard/Field Office	5,000 sq ft/5 acres	Leased	2020	Well Services
Pleasanton, Texas	Maintenance Facility/Yard/Field Office	7,800 sq ft/3 acres	Owned	N/A	Well Services
Milliken, Colorado	Maintenance Facility/Yard/Field Office	124,000 sq ft/23 acres	Owned	N/A	Well Services
Gillette, Wyoming	Maintenance Facility/Yard/Field Office	42,500 sq ft/30 acres	Leased	2018	Well Services
Newtown, North Dakota	Maintenance Facility/Yard/Field Office	10,000 sq ft/3.5 acres	Owned	N/A	Well Services
Williston, North Dakota	Maintenance Facility/Yard/Field Office	10,820 sq ft/4.5 acres	Leased	2018	Well Services
Dickinson, North Dakota	Maintenance Facility/Yard/Field Office	11,120 sq ft/3.5 acres	Owned	N/A	Well Services

We also lease several smaller facilities, which leases generally have shorter terms. We believe that our existing facilities are adequate for our operations and their locations allow us to efficiently serve our customers. We do not believe that any single facility is material to our operations and, if necessary, we could readily obtain a replacement facility.

Equipment

Well Services

We have 68 well service rigs in our existing fleet, 67 of which are considered to be "high-spec," with high operating HP (450 HP or greater) and tall mast heights (102 feet or higher). The only rig in our fleet that is not high-spec is generally deployed only for plugging and abandonment operations on conventional vertical wells. We also have eight older plugging and abandonment rigs that we no longer market as part of our well service rig fleet. In February 2017, we entered into the NOV Purchase Agreement, pursuant to which we expect to accept delivery of an additional 27 high-spec well service rigs periodically throughout the remainder of 2017. As a result of the NOV Purchase Agreement, our well service rig fleet will expand to 95 rigs, 94 of which will be considered to be high-spec.

The high-spec well service rigs in our existing fleet, the substantial majority of which has been built since 2012, have an average age of approximately four years and feature modern operating components sourced from leading U.S. manufacturers. Approximately 72% of our existing high-spec well service rigs

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were manufactured by NOV, with the remaining manufactured by Dragon/Cooper, Service King and Rig Works. Please see the table below for additional details regarding our high-spec well service rigs.

HP Rating(1)				Manufacturer & Model

Existing High-Spec Rig Fleet:
600 HP	112'	300,000 lbs	2011	NOV 6-C
500 HP	104'	250,000 lbs	2015	Dragon/Cooper SP-550
500 HP	104'	250,000 lbs	2014	Dragon/Cooper SP-550
500 HP	104'	250,000 lbs	2013	Dragon/Cooper SP-550
500 HP	104'	250,000 lbs	2013	Dragon/Cooper SP-550
500 HP	104'	250,000 lbs	2013	Dragon/Cooper SP-550
500 HP	104'	250,000 lbs	2013	Dragon/Cooper SP-550
500 HP	104'	250,000 lbs	2016	Dragon/Cooper SP-550
500 HP	104'	250,000 lbs	2015	Dragon/Cooper SP-550
500 HP	104'	250,000 lbs	2014	Dragon/Cooper SP-550
550 HP	108'	275,000 lbs	2015	Rig Works, Inc. Mustang-550
550 HP	108'	275,000 lbs	2015	Rig Works, Inc. Mustang-550
550 HP	108'	275,000 lbs	2015	Rig Works, Inc. Mustang-550
550 HP	108'	275,000 lbs	2015	Rig Works, Inc. Mustang-550
500 HP	104'	250,000 lbs	2017	NOV 5-C
500 HP	104'	250,000 lbs	2017	NOV 5-C
500 HP	104'	250,000 lbs	2017	NOV 5-C
500 HP	104'	250,000 lbs	2015	NOV 5-C
500 HP	104'	250,000 lbs	2015	NOV 5-C
500 HP	104'	250,000 lbs	2015	NOV 5-C
500 HP	104'	250,000 lbs	2015	NOV 5-C
500 HP	104'	250,000 lbs	2015	NOV 5-C
500 HP	104'	250,000 lbs	2015	NOV 5-C
500 HP	104'	250,000 lbs	2015	NOV 5-C
500 HP	104'	250,000 lbs	2014	NOV 5-C
500 HP	104'	250,000 lbs	2014	NOV 5-C
500 HP	104'	250,000 lbs	2014	NOV 5-C
500 HP	104'	250,000 lbs	2014	NOV 5-C
500 HP	104'	250,000 lbs	2014	NOV 5-C
500 HP	104'	250,000 lbs	2014	NOV 5-C
500 HP	104'	250,000 lbs	2014	NOV 5-C
500 HP	104'	250,000 lbs	2014	NOV 5-C
500 HP	104'	250,000 lbs	2014	NOV 5-C
500 HP	104'	250,000 lbs	2014	NOV 5-C
500 HP	104'	250,000 lbs	2014	NOV 5-C
500 HP	104'	250,000 lbs	2014	NOV 5-C
500 HP	104'	250,000 lbs	2013	NOV 5-C
500 HP	104'	250,000 lbs	2013	NOV 5-C
500 HP	104'	250,000 lbs	2013	NOV 5-C
500 HP	104'	250,000 lbs	2013	NOV 5-C
500 HP	104'	250,000 lbs	2013	NOV 5-C
500 HP	104'	250,000 lbs	2011	NOV 5-C
500 HP	104'	250,000 lbs	2011	NOV 5-C
500 HP	104'	250,000 lbs	2011	NOV 5-C
500 HP	104'	250,000 lbs	2011	NOV 5-C
500 HP	104'	250,000 lbs	2011	NOV 5-C
500 HP	104'	250,000 lbs	2011	NOV 5-C

(1): Per manufacturer.

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HP Rating(1)				Manufacturer & Model

500 HP	104'	250,000 lbs	2010	NOV 5-C
500 HP	104'	250,000 lbs	2010	NOV 5-C
500 HP	104'	250,000 lbs	2010	NOV 5-C
500 HP	104'	250,000 lbs	2010	NOV 5-C
500 HP	104'	250,000 lbs	2010	NOV 5-C
500 HP	104'	250,000 lbs	2010	NOV 5-C
475 HP	104'	250,000 lbs	2014	Service King 575
475 HP	104'	250,000 lbs	2014	Service King 575
475 HP	104'	250,000 lbs	2014	Service King 575
475 HP	104'	250,000 lbs	2014	Service King 575
475 HP	104'	250,000 lbs	2011	Service King 575
475 HP	104'	250,000 lbs	2009	Service King 575
450 HP	102'	200,000 lbs	2012	NOV 4-C
450 HP	102'	200,000 lbs	2012	NOV 4-C
450 HP	102'	200,000 lbs	2012	NOV 4-C
450 HP	102'	200,000 lbs	2012	NOV 4-C
450 HP	102'	200,000 lbs	2012	NOV 4-C
450 HP	102'	200,000 lbs	2012	NOV 4-C
450 HP	102'	200,000 lbs	2012	NOV 4-C
450 HP	102'	200,000 lbs	2010	NOV 4-C
Expected 2017 Additions:
600 HP	117'	300,000 lbs	2017	NOV 6-C
600 HP	117'	300,000 lbs	2017	NOV 6-C
600 HP	112'	300,000 lbs	2017	NOV 6-C
600 HP	112'	300,000 lbs	2017	NOV 6-C
500 HP	104'	250,000 lbs	2017	NOV 5-C
500 HP	104'	250,000 lbs	2017	NOV 5-C
500 HP	104'	250,000 lbs	2017	NOV 5-C
500 HP	104'	250,000 lbs	2017	NOV 5-C
500 HP	104'	250,000 lbs	2017	NOV 5-C
500 HP	104'	250,000 lbs	2017	NOV 5-C
500 HP	104'	250,000 lbs	2017	NOV 5-C
500 HP	104'	250,000 lbs	2017	NOV 5-C
500 HP	104'	250,000 lbs	2017	NOV 5-C
500 HP	104'	250,000 lbs	2017	NOV 5-C
500 HP	104'	250,000 lbs	2017	NOV 5-C
500 HP	104'	250,000 lbs	2017	NOV 5-C
500 HP	104'	250,000 lbs	2017	NOV 5-C
500 HP	104'	250,000 lbs	2017	NOV 5-C
500 HP	104'	250,000 lbs	2017	NOV 5-C
500 HP	104'	250,000 lbs	2017	NOV 5-C
500 HP	104'	250,000 lbs	2017	NOV 5-C
450 HP	102'	200,000 lbs	2017	NOV 4-C
450 HP	102'	200,000 lbs	2017	NOV 4-C
450 HP	102'	200,000 lbs	2017	NOV 4-C
450 HP	102'	200,000 lbs	2017	NOV 4-C
450 HP	102'	200,000 lbs	2017	NOV 4-C
450 HP	102'	200,000 lbs	2017	NOV 4-C

(1): Per manufacturer.

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In connection with the operations of our high-spec well service rigs, we also maintain a supply of additional service and rental equipment, including accumulators, acid and frac tanks, motor vehicles, trailers, tractors, catwalks, cementing units, snubbing units, pipe racks, power swivels, ram block assemblies, rig pumps and related items.

Processing Solutions

We have a fleet of more than 25 MRUs that are modern, reliable and equipped to handle large volumes of natural gas while operating across a broad array of oilfield conditions with minimal downtime and maintenance. Our MRUs are constructed and assembled by third-party vendors in accordance with our proprietary designs and with our oversight of sourcing and procurement. Our MRUs can be stacked and scaled to handle a broad range of projects and natural gas volumes (i.e., 10, 20, 30, 40, 50 MMscfd and beyond). Our MRUs can generate temperatures down to –20 degrees Fahrenheit. In addition, we own and operate five (5) auxiliary NGL stabilizer units (designed to assist our MRUs that require additional capacity to separate and capture valuable NGLs), over 40 NGL storage tanks with bulkhead delivery systems and capacities of 18,000 gallons, fourteen trailer-mounted natural gas generators and additional supporting auxiliary equipment. Our proprietary natural gas and NGL processing equipment is generally designed to be mobile and purpose-built to increase efficiency and productivity while reducing safety risks.

Sales and Marketing

Our sales and marketing activities typically are performed through our local operations in each geographical region, and are supported by sales representatives at our corporate headquarters. Our senior management also takes an active role in supporting our local sales and marketing operations and personnel. We believe our local field sales personnel understand the region-specific issues and customer operating procedures and therefore can more effectively target marketing activities. Our sales representatives work closely with our local managers and field sales personnel to target market opportunities.

Customers

We have strong relationships with a broad customer base, including EOG Resources, Inc., Noble Energy, Inc., Oasis Petroleum Inc., PDC Energy Inc. and Statoil ASA. During 2016, we worked for 148 distinct customers, including 33 publicly traded companies. During the first quarter of 2017, EOG Resources, Inc. and PDC Energy Inc. accounted for more than 10% of our revenues. During 2016, EOG Resources, Inc. and PDC Energy Inc. each accounted for more than 10% of our revenues. During 2015, EOG Resources, Inc. and Whiting Petroleum Corporation each accounted for more than 10% of our revenues. Within our Well Services segment, our top five customers represented approximately 77% and 62% of our revenues for 2015 and 2016, respectively, and approximately 87% and 69% of our revenues for the first quarters of 2016 and 2017, respectively. Within our Processing Solutions segment, our top five customers represented approximately 98% and 90% of our revenues for 2015 and 2016, respectively, and approximately 89% and 100% of our revenues for the first quarters of 2016 and 2017, respectively.

Suppliers

We have built strong relationships with the manufacturers of our high-spec well service rigs. and we believe we will continue to have timely access to new, high-spec rigs as we continue to grow. For example, in February 2017, we entered into the NOV Purchase Agreement to meet expected customer demand for our high-spec well service rigs. Further, we have built strong relationships with the third-party suppliers and other vendors that we use to assemble our MRUs and related modular processing

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equipment, and believe we will continue to have timely access to new MRUs and related equipment as we continue to grow.

In addition, our internal supply chain team manages sourcing and logistics to ensure flexibility and continuity of supply in a cost effective manner across our areas of operation. We have built long-term relationships with multiple industry leading suppliers of materials and equipment. We purchase a wide variety of materials, parts and components that are manufactured and supplied for our operations. We are not dependent on any single source of supply for those parts, supplies or materials. To date, we have generally been able to obtain the equipment, parts and supplies necessary to support our operations on a timely basis.

Competition

The markets in which we operate are highly competitive. We provide services in various geographic regions across the United States, and our competitors include many large and small oilfield service providers, including some of the largest integrated service companies. Specifically, our primary competitors in the well services market include Basic Energy Services, Inc., C&J Energy Services, Inc., Forbes Energy Services Ltd., Key Energy Services Inc. and Pioneer Energy Services Corp., and we view Pioneer Energy Services as our most significant competitor in the high-spec well service rig market. In the processing solutions market our primary competitors include GTUIT, LLC, Kinder Morgan Treating LP and Schlumberger Limited. In addition, our industry is highly fragmented and we compete regionally with a significant number of smaller service providers.

We believe that the principal competitive factors in the markets we serve are technical expertise, equipment capacity, work force competency, efficiency, safety record, reputation, experience and price. Additionally, projects are often awarded on a bid basis, which tends to create a highly competitive environment. We seek to differentiate ourselves from our competitors by delivering the highest-quality services and equipment possible, coupled with superior execution and operating efficiency in a safe working environment.

Cyclical Nature of Industry

We operate in a highly cyclical industry. The key factor driving demand for our services is the level of drilling activity by E&P companies, which in turn depends largely on the current and anticipated economics of new well completions. Global supply and demand for oil and the domestic supply and demand for natural gas are critical in assessing industry outlook. Demand for oil and natural gas is cyclical and subject to large, rapid fluctuations. E&P companies tend to increase capital expenditures in response to increases in oil and natural gas prices, which generally results in greater revenues and profits for oilfield service companies such as ours. Increased capital expenditures also ultimately lead to greater production, which historically has resulted in increased inventories and reduced prices which in turn tend to reduce demand for oilfield services. For these reasons, the results of our operations may fluctuate from quarter to quarter and from year to year, and these fluctuations may distort comparisons of results across periods.

Seasonality

Our results of operations have historically reflected seasonal tendencies relating to holiday seasons, inclement weather and the conclusion of our customers' annual drilling and completion capital expenditure budgets. Our most notable declines occur in the first and fourth quarters of the calendar year for the reasons described above. Additionally, some of the areas in which we have operations, including the Denver-Julesburg Basin and the Bakken Shale, are adversely affected by seasonal weather conditions, primarily in the winter and spring. During periods of heavy snow, ice, wind or rain, we may be unable to move our equipment between locations, thereby reducing our ability to provide services

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and generate revenues, or we could suffer weather-related damage to our facilities and equipment resulting in delays in operations. The exploration activities of our customers may also be affected during such periods of adverse weather conditions.

Segment Information

For additional information on our operations by segment, see Note 10, "Segment Reporting" to our Predecessor's historical combined consolidated financial statements as of and for the years ended December 31, 2015 and 2016, and our Predecessor's historical unaudited condensed combined consolidated financial statements as of March 31, 2017 and for the three months ended March 31, 2016 and 2017, included elsewhere in this prospectus.

Environmental and Occupational Safety and Health Matters

Our operations, which support the oil and natural gas exploration, development and production activities pursued by our customers, are subject to stringent and comprehensive federal, regional, state and local laws and regulations governing occupational safety and health, the discharge of materials into the environment, solid and hazardous waste management, transportation and disposal, and environmental protection. These laws and regulations may, among other things (i) limit or prohibit our operations on certain lands lying within wilderness, wetlands and other protected areas; (ii) require remedial measures to mitigate or clean-up pollution from former and ongoing operations; (iii) impose restrictions on the types, quantities and concentrations of various substances that can be released into the environment or injected in formations in connection with oil and natural gas drilling and production activities; (iv) impose specific safety and health standards or criteria addressing worker protection; and (v) impose substantial liabilities for pollution resulting from our operations. Numerous governmental entities, including the EPA and analogous state agencies, have the power to enforce compliance with these laws and regulations and the permits issued under them. Any failure to comply with these laws and regulations may result in the assessment of sanctions, including administrative, civil and criminal penalties, the imposition of investigatory, remedial or corrective action obligations or the incurrence of capital expenditures; the occurrence of delays in the permitting or performance of projects; the issuance of orders enjoining performance of some or all of our operations in a particular area; and governmental or private claims for personal injury or property or natural resource damages.

The trend in environmental regulation has been to place more restrictions and limitations on activities that may adversely affect the environment, and thus any changes in environmental laws and regulations or re-interpretation of enforcement policies that result in more stringent and costly completion activities, or waste handling, storage transport, disposal, or remediation requirements could have a material adverse effect on our business, liquidity position, financial condition, prospects and results of operations. We may be unable to pass on such increased compliance costs to our customers. Moreover, accidental releases or spills may occur in the course of our operations, and we cannot assure you that we will not incur significant costs and liabilities as a result of such releases or spills, including any third-party claims for damage to property, natural resources or persons. Our customers may also incur increased costs or delays or restrictions in permitting or operating activities as a result of more stringent environmental laws and regulations, which may result in a curtailment of exploration, development or production activities that would reduce the demand for our services.

The following is a summary of the more significant existing environmental and occupational safety and health laws, as amended from time to time, to which our business is subject and for which compliance may have a material adverse impact on our capital expenditures, results of operations or financial position.

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Worker Health and Safety

We are subject to the requirements of the federal Occupational Safety and Health Act ("OSHA"), and comparable state statutes that regulate the protection of the health and safety of workers. In addition, the OSHA hazard communication standard requires that information be maintained about hazardous materials used or produced in operations and that this information be provided to employees, state and local government authorities and the public. We believe that our operations are in substantial compliance with OSHA requirements, including general industry standards, record keeping requirements and monitoring of occupational exposure to regulated substances.

Radioactive Materials

Some of our operations utilize equipment that contains sealed, low-grade radioactive sources. Our activities involving the use of radioactive materials are regulated by the United States Nuclear Regulatory Commission ("NRC") and state regulatory agencies under agreement with the NRC. Standards implemented by these regulatory agencies require us to obtain licenses or other approvals for the use of such radioactive materials. Historically, our radioactive materials compliance costs have not had a material adverse effect on our business, liquidity position, financial condition, prospects or results of operations; however, there can be no assurance that such costs will not be material in the future. The violation of these laws and regulations may result in the denial or revocation of permits, issuance of corrective action orders, injunctions prohibiting some or all of our operations in a particular area, and assessment of sanctions, including administrative, civil and criminal penalties.

Hazardous Substances and Wastes and Naturally Occurring Radioactive Materials

The Resource Conservation and Recovery Act ("RCRA"), and comparable state statutes, regulate the generation, treatment, storage, transportation, disposal and clean-up of hazardous and non-hazardous wastes. Pursuant to rules issued by the EPA, individual states can have delegated authority to administer some or all of the provisions of RCRA, sometimes in conjunction with their own, more stringent requirements. In the course of our operations, we generate industrial wastes, such as paint wastes, waste solvents and waste oils that are regulated as hazardous wastes. Drilling fluids, produced waters, and most of the other wastes associated with the exploration, development, and production of oil or natural gas, if properly handled, are currently exempt from regulation as hazardous waste under RCRA and, instead, are regulated under RCRA's less stringent non-hazardous waste provisions, or other state or federal laws. However, it is possible that certain oil and natural gas drilling and production wastes now classified as non-hazardous could be classified as hazardous wastes in the future. For example, the EPA is required by a consent decree to propose a rulemaking for revision of certain Subtitle D criteria regulations pertaining to oil and natural gas wastes or sign a determination that revision of the regulations is not necessary no later than March 15, 2019. If EPA proposes a rulemaking for revised oil and natural gas waste regulations, the consent decree requires that the EPA take final action following notice and comment rulemaking no later than July 15, 2021. A reclassification of drilling fluids, produced waters and related wastes as hazardous under RCRA could result in an increase in our, as well as the oil and natural gas exploration and production industry's, costs to manage and dispose of generated wastes, which could have a material adverse effect on our business, liquidity position, financial condition, prospects and results of operations. Additionally, other wastes handled at exploration and production sites or generated in the course of providing well services may not fall within this exclusion.

Naturally Occurring Radioactive Materials ("NORM") may contaminate extraction and processing equipment used in the oil and natural gas industry. The waste resulting from such contamination is regulated by federal and state laws. Standards have been developed for: worker protection; treatment, storage, and disposal of NORM and NORM waste; management of NORM-contaminated waste piles, containers and tanks; and limitations on the relinquishment of NORM contaminated land for

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unrestricted use under RCRA and state laws. We may incur significant costs or liabilities associated with elevated levels of NORM.

The Comprehensive Environmental Response, Compensation, and Liability Act ("CERCLA"), and comparable state laws impose strict, joint and several liability for environmental contamination and damages to natural resources without regard to fault or the legality of the original conduct on certain classes of persons. These persons include owners and operators of real property impacted by a release of hazardous substances and any company that transported, disposed of, or arranged for the transport or disposal of hazardous substances to or at the site. Under CERCLA, such persons may be liable for, among other things, the costs of remediating the hazardous substances that have been released into the environment, for damages to natural resources, and for the costs of certain health studies. In addition, where contamination may be present, it is not uncommon for the neighboring landowners and other third parties to file claims for personal injury, property damage and recovery of response costs.

Water Discharges and Discharges into Belowground Formations

The Federal Water Pollution Control Act, also known as the Clean Water Act ("CWA"), and analogous state laws, impose restrictions and strict controls with respect to the discharge of pollutants, including spills and leaks of oil and hazardous substances, into state waters and waters of the United States. The discharge of pollutants into regulated waters is prohibited, except in accordance with the terms of a permit issued by the EPA or an analogous state agency. Spill prevention, control and countermeasure plan requirements imposed under the CWA require appropriate containment berms and similar structures to help prevent the contamination of navigable waters in the event of a petroleum hydrocarbon tank spill, rupture or leak. In addition, the CWA and analogous state laws require individual permits or coverage under general permits for discharges of storm water runoff from certain types of facilities. The CWA also prohibits the discharge of dredge and fill material in regulated waters, including wetlands, unless authorized by permit. The CWA and analogous state laws also may impose substantial civil and criminal penalties for non-compliance including spills and other non-authorized discharges.

The Oil Pollution Act of 1990 ("OPA") sets minimum standards for prevention, containment and cleanup of oil spills. The OPA applies to vessels, offshore facilities, and onshore facilities, including exploration and production facilities that may affect waters of the United States. Under the OPA, responsible parties including owners and operators of onshore facilities may be held strictly liable for oil cleanup costs and natural resource damages as well as a variety of public and private damages that may result from oil spills. The OPA also requires owners or operators of certain onshore facilities to prepare Facility Response Plans for responding to a worst-case discharge of oil into waters of the United States.

Our oil and natural gas producing customers dispose of flowback and produced water or certain other oilfield fluids gathered from oil and natural gas producing operations in accordance with permits issued by government authorities overseeing such disposal activities. While these permits are issued pursuant to existing laws and regulations, these legal requirements are subject to change based on concerns of the public or governmental authorities regarding such disposal activities. One such concern relates to recent seismic events near underground disposal wells used for the disposal by injection of flowback and produced water or certain other oilfield fluids resulting from oil and natural gas activities. When caused by human activity, such events are called induced seismicity. In response to concerns regarding induced seismicity, regulators in some states have imposed, or are considering imposing, additional requirements in the permitting of produced water disposal wells or otherwise to assess any relationship between seismicity and the use of such wells. States may, from time to time, develop and implement plans directing certain wells where seismic incidents have occurred to restrict or suspend disposal well operations. In addition, ongoing lawsuits allege that disposal well operations have caused damage to neighboring properties or otherwise violated state and federal rules regulating waste

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disposal. These developments could result in additional regulation and restrictions on the use of injection wells by our customers to dispose of flowback and produced water and certain other oilfield fluids. Increased regulation and attention given to induced seismicity also could lead to greater opposition to, and litigation concerning, oil and natural gas activities utilizing injection wells for waste disposal. Any one or more of these developments may result in our customers having to limit disposal well volumes, disposal rates or locations, or require our customers or third party disposal well operators that are used to dispose of customer wastewater to shut down disposal wells, which developments could adversely affect our customers' business and result in a corresponding decrease in the need for our services, which would could have a material adverse on our business, liquidity position, financial condition, prospects and results of operations.

Air Emissions

Some of our operations also result in emissions of regulated air pollutants. The federal Clean Air Act ("CAA") and analogous state laws require permits for certain facilities that have the potential to emit substances into the atmosphere that could adversely affect environmental quality. These laws and their implementing regulations also impose limitations on air emissions and require adherence to maintenance, work practice, reporting and record keeping, and other requirements. Failure to obtain a permit or to comply with permit or other regulatory requirements could result in the imposition of sanctions, including administrative, civil and criminal penalties. In addition, we or our customers could be required to shut down or retrofit existing equipment, leading to additional capital or operating expenses and operational delays.

Many of these regulatory requirements, including NSPS and Maximum Achievable Control Technology standards, are expected to be made more stringent over time as a result of stricter ambient air quality standards and other air quality protection goals adopted by the EPA. Compliance with these or other new regulations could, among other things, require installation of new emission controls on some of our equipment, result in longer permitting timelines, and significantly increase our capital expenditures and operating costs, which could adversely impact on our business. For example, the EPA issued final CAA regulations in 2012 that include NSPS standards for completions of hydraulically fractured natural gas wells, compressors, controllers, dehydrators, storage tanks, natural gas processing plants and certain other equipment. In June 2016, the EPA published final rules establishing new emissions standards for methane and additional standards for VOCs from certain new, modified and reconstructed equipment and processes in the oil and natural gas source category, including production, processing, transmission and storage activities, and is formally seeking additional information from oil and natural gas producing companies as necessary to eventually expand these final rules to include existing equipment and processes. In April 2017, the EPA announced that it will initiate reconsideration proceedings to potentially revise or rescind portions of the rule. In addition, the EPA has issued a stay of the June 3, 2017 compliance date applicable to fugitive emissions monitoring requirements for 90 days.

In addition, some of our customers operate on federal or tribal lands, and are thus subject to additional requirements, including those impose by tribal authorities and the BLM. For example, in June 2016, the EPA issued an FIP to implement the Federal Minor New Source Review Program on tribal lands for oil and gas production. The FIP creates a permit-by-rule process for minor sources that also incorporates emission limits and other requirements under various federal air quality standards, applying them to a range of equipment and processes used in oil and gas production. The FIP does not apply in areas of ozone non-attainment. As a result, the EPA may impose area-specific regulations in certain areas identified as tribal lands that may require additional emissions controls on existing equipment. Such requirements will likely result in increased operating and compliance costs for our customers in these regions.

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In November 2016, the BLM finalized a rule regulating the venting and flaring of natural gas, leak detection, air emissions from equipment, well maintenance and unloading, drilling and completions and royalties potentially owed for loss of such emissions from oil and natural gas facilities producing on federal and tribal leases. The final rule became effective in January 2017 and is the subject of pending litigation filed by oil and natural gas trade associations and certain states seeking to modify or overturn the rule. In addition, in a March 28, 2017 executive order, President Trump directed the Secretary of the Interior to review these and several other BLM rules related to oil and gas operations and, if appropriate, to suspend, revise, or rescind the rules. The executive order also directs all executive agencies more broadly to review existing regulations that potentially burden the development or use of domestically produced energy resources.

Compliance with these and other air pollution control and permitting requirements has the potential to delay the development of oil and natural gas projects and increase costs for us and our customers. Moreover, our business could be materially affected if these or other similar requirements increase the cost of doing business for us and our customers, or reduce the demand for the oil and natural gas our customers produce, and thus have an adverse effect on the demand for our services.

Climate Change

In the United States, domestic efforts to curb GHG emissions continue be led by the EPA's GHG regulations as well as state and regional efforts aimed at tracking and/or reducing GHG emissions by means of cap and trade programs. In addition, the EPA has determined that GHG emissions present a danger to public health and the environment and has adopted regulations that, among other things, restrict emissions of GHGs under existing provisions of the CAA and may require the installation of "best available control technology" to limit emissions of GHGs from any new or significantly modified facilities if they would otherwise emit large volumes of GHGs together with other criteria pollutants. Also, the EPA has adopted rules requiring the monitoring and annual reporting of GHG emissions from oil and natural gas production, processing, transmission and storage facilities in the United States on an annual basis, including gathering and boosting stations as well as completions and workovers from hydraulically fractured oil wells. The EPA has also taken steps to limit methane emissions, a GHG, from certain new modified or reconstructed facilities in the oil and natural gas sector.

In December 2015, the United States joined the international community at the 21st Conference of the Parties of the United Nations Framework Convention on Climate Change in Paris, France that requires member countries to review and "represent a progression" in their intended nationally determined contributions, which set GHG emission reduction goals, every five years beginning in 2020. The Paris Agreement entered into force in November 2016 and the United States is one of over 100 nations that indicated an intent to comply with the agreement. Although this agreement does not create any binding obligations for nations to limit their GHG emissions, it does include pledges to voluntarily limit or reduce future emissions. Substantial limitations on GHG emissions could adversely affect demand for the oil and natural gas our customers produce and lower the value of their reserves, which developments could reduce demand for our services and have a corresponding material adverse effect on our business, liquidity position, financial condition, prospects and results of operations.

Finally, increasing concentrations of GHGs in the Earth's atmosphere may produce climate changes that have significant physical effects, such as increased frequency and severity of storms, floods and other climatic events. If any such effects were to occur, they could have an adverse effect on our operations.

Hydraulic Fracturing

Our customers are reliant on hydraulic fracturing services in connection with their production of oil and natural gas. Hydraulic fracturing stimulates production of oil and/or natural gas from dense

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subsurface rock formations by injecting water, sand and chemicals under pressure into the formation to fracture the surrounding rock and stimulate production.

Hydraulic fracturing typically is regulated by state oil and natural gas commissions, but the EPA has asserted federal regulatory authority pursuant to the Safe Drinking Water Act over certain hydraulic fracturing activities involving the use of diesel fuel and issued permitting guidance in February 2014 that applies to such activities. The EPA also finalized rules in June 2016 that prohibit the discharge of wastewater from hydraulic fracturing operations to publicly owned wastewater treatment plants. In addition, the EPA released its final report on the potential impacts of hydraulic fracturing on drinking water resources in December 2016. The final report concluded that "water cycle" activities associated with hydraulic fracturing may impact drinking water resources "under some circumstances," noting that the following hydraulic fracturing water cycle activities and local- or regional-scale factors are more likely than others to result in more frequent or more severe impacts: water withdrawals for fracturing in times or areas of low water availability; surface spills during the management of fracturing fluids, chemicals or produced water; injection of fracturing fluids into wells with inadequate mechanical integrity; injection of fracturing fluids directly into groundwater resources; discharge of inadequately treated fracturing wastewater to surface waters; and disposal or storage of fracturing wastewater in unlined pits.

Additionally, the EPA issued final CAA regulations in 2012 and in June 2016 governing performance standards, including standards for the capture of emissions of methane and VOCs released during hydraulic fracturing; published in June 2016 an effluent limit guideline final rule prohibiting the discharge of wastewater from onshore unconventional oil and natural gas extraction facilities to publicly owned wastewater treatment plants; and published in May 2014 an Advance Notice of Proposed Rulemaking regarding Toxic Substances Control Act reporting of the chemical substances and mixtures used in hydraulic fracturing. The BLM finalized a rule in March 2015 establishing standards for hydraulic fracturing on federal and American Indian lands. In June 2016, a Wyoming federal judge struck down this final rule, finding that the BLM lacked authority to promulgate the rule. That decision was appealed by the federal government but, in March 2017, the BLM asked the U.S. Court of Appeals for the Tenth Circuit to stay the proceeding while the agency considers repealing the rule. President Trump's March 28, 2017 executive order also directs the Secretary of the Interior to review the rule and, if appropriate, to suspend, revise or rescind the rule.

In addition, various state and local governments have implemented, or are considering, increased regulatory oversight of hydraulic fracturing through additional permit requirements, operational restrictions, disclosure requirements, well construction and temporary or permanent bans on hydraulic fracturing in certain areas. For example, Texas, Colorado and North Dakota, among others, have adopted regulations that impose new or more stringent permitting, disclosure, disposal, and well construction requirements on hydraulic fracturing operations. States could also elect to prohibit high volume hydraulic fracturing altogether, following the approach taken by the State of New York in 2015. In addition to state laws, local land use restrictions, such as city ordinances, may restrict drilling in general and/or hydraulic fracturing in particular. If new federal, state or local laws or regulations that significantly restrict hydraulic fracturing are adopted, such legal requirements could result in delays, eliminate certain drilling and injection activities and make it more difficult or costly to perform hydraulic fracturing. Any such regulations limiting or prohibiting hydraulic fracturing could result in decreased oil and natural gas exploration and production activities and, therefore, adversely affect demand for our services and our business. Such laws or regulations could also materially increase our costs of compliance and doing business.

Historically, our environmental compliance costs have not had a material adverse on our business, liquidity position, financial condition, prospects and results of operations; however, there can be no assurance that such costs will not be material in the future. It is possible that substantial costs for compliance or penalties for non-compliance may be incurred in the future. Moreover, it is possible that

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other developments, such as the adoption of stricter environmental laws, regulations, and enforcement policies, could result in additional costs or liabilities that we cannot currently quantify.

State and Local Regulation

Our operations, and the operations of our customers, are subject to a variety of state and local environmental review and permitting requirements. Some states have state laws similar to major federal environmental laws and thus our operations are also subject to state requirements that may be more stringent than those imposed under federal law. Our operations may require state-law based permits in addition to federal permits, requiring state agencies to consider a range of issues, many the same as federal agencies, including, among other things, a project's impact on wildlife and their habitats, historic and archaeological sites, aesthetics, agricultural operations, and scenic areas. Texas has specific permitting and review processes for oilfield service operations, and state agencies may impose different or additional monitoring or mitigation requirements than federal agencies. The development of new sites and our existing operations also are subject to a variety of local environmental and regulatory requirements, including land use, zoning, building, and transportation requirements.

Motor Carrier Operations

We operate as a motor carrier and therefore are subject to regulation by the DOT and various state agencies. These regulatory authorities exercise broad powers, governing activities such as the authorization to engage in motor carrier operations; regulatory safety; hazardous materials labeling, placarding and marking; financial reporting; and certain mergers, consolidations and acquisitions. There are additional regulations specifically relating to the trucking industry, including testing and weight and dimension specifications of equipment, drug testing of drivers and product handling requirements. The trucking industry is subject to possible regulatory and legislative changes that may affect the economics of the industry by requiring changes in operating practices or by changing the demand for common or contract carrier services or the cost of providing truckload services. Some of these possible changes include increasingly stringent environmental regulations, changes in the hours of service regulations which govern the amount of time a driver may drive in any specific period and requiring onboard black box recorder devices or limits on vehicle weight and size.

Interstate motor carrier operations are subject to safety requirements prescribed by DOT. Intrastate motor carrier operations are subject to safety regulations that often mirror federal regulations. Such matters as weight and dimension of equipment are also subject to federal and state regulations. DOT regulations also mandate drug testing of drivers. From time to time, various legislative proposals are introduced, including proposals to increase federal, state or local taxes, including taxes on motor fuels, which may increase our costs or adversely impact the recruitment of drivers. We cannot predict whether, or in what form, any increase in such taxes applicable to us will be enacted.

Intellectual Property

We believe our trademarks and other protections for our proprietary technologies are adequate for the conduct of our business. In addition, we rely to a great extent on the technical expertise and know-how of our personnel to maintain our competitive position, and we take commercially reasonable measures to protect trade secrets and other confidential and/or proprietary information relating to the technologies we develop.

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Risk Management and Insurance

•: disruption or suspension of operations;
•: substantial repair or replacement costs;
•: personal injury or loss of human life;
•: significant damage to or destruction of property and equipment;
•: environmental pollution, including groundwater contamination;
•: unusual or unexpected geological formations or pressures and industrial accidents; and
•: substantial revenue loss.

Claims for loss of oil and natural gas production and damage to formations can occur in the well services industry. Litigation arising from a catastrophic occurrence at a location where our equipment and services are being used may result in our being named as a defendant in lawsuits asserting large claims.

We typically enter into MSAs with our customers. Our MSAs delineate our and our customers' respective indemnification obligations with respect to the services we provide. Generally, under our MSAs, we assume responsibility for pollution or contamination originating above the surface from our equipment or handling. However, our customers assume responsibility for all other pollution or contamination that may occur during operations, including that which may result from seepage or any other uncontrolled flow of drilling fluids. The assumed responsibilities include the control, removal and clean-up of any pollution or contamination. In such cases, we may be exposed to additional liability if we are negligent or commit willful acts causing the pollution or contamination. Generally, our customers also agree to indemnify us against claims arising from their employees' personal injury or death, in the case of our operations, to the extent that their employees are injured by such operations, unless the loss is a result of our gross negligence or willful misconduct. Similarly, we generally agree to indemnify our customers for liabilities arising from personal injury to or death of any of our employees, unless resulting from the gross negligence or willful misconduct of our customer. The same principles apply to mutual indemnification for loss or destruction of customer-owned property or equipment, except such indemnification is not limited by negligence or misconduct. Losses due to catastrophic events, such as blowouts, are generally the responsibility of the customer. However, despite this general allocation of risk, we may be unsuccessful in enforcing contractual terms, incur an unforeseen liability that is not addressed by the scope of the contractual provisions or be required to enter into an MSA with terms that vary from our standard allocations of risk, as described above. Consequently, we may incur substantial losses that could materially and adversely affect our financial condition and results of operations.

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Legal Proceedings

We are not currently a party to any legal proceedings that, if determined adversely against us, individually or in the aggregate, would have a material adverse effect on our business, liquidity position, financial condition, prospects or results of operations. We are, however, named defendants in certain lawsuits, investigations and claims arising in the ordinary course of conducting our business, including certain environmental claims and employee-related matters, and we expect that we will be named defendants in similar lawsuits, investigations and claims in the future. While the outcome of these lawsuits, investigations and claims cannot be predicted with certainty, we do not expect these matters to have a material adverse impact on our business, results of operations, cash flows or financial condition.

Employees

As of March 31, 2017, we had approximately 663 employees and no unionized labor. We hire independent contractors on an as-needed basis. We believe we have satisfactory relations with our employees.

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INDUSTRY

Unless otherwise indicated, the market data and certain other statistical information set forth in this "Industry" section is based on independent industry publications, government publications and other published sources, including data from Coras, Spears, Qittitut and Drillinginfo. Some data are also based on our good faith estimates. Although we believe these third-party sources are reliable as of their respective dates, neither we, the selling shareholders nor the underwriters have independently verified the accuracy or completeness of this information. The industry in which we operate is subject to a high degree of uncertainty and risk due to a variety of factors, including those described in the section entitled "Risk Factors." These and other factors could cause results to differ materially from those expressed in these publications.

Overview

We operate our business within the oilfield services industry. Demand for oilfield services is primarily driven by the level of drilling, completion and production activity by E&P companies, which, in turn, depends largely on the current and anticipated profitability of developing oil and natural gas reserves. Over the past decade, the increased development of unconventional oil and natural gas reserves in North America has resulted in a significant growth in oil and natural gas production. However, beginning in the second half of 2014, oil and natural gas prices began to decline after the posted WTI price of oil reached a peak of $107.26 per Bbl in June 2014 and the posted Henry Hub price of natural gas reached a peak of $6.15 per MMBtu in February 2014. Significant declines in oil and natural gas prices continued through 2015 and parts of 2016, driving a reduction in the drilling, completion and production activities of the majority of E&P companies and, as a result, a reduction in the demand for oilfield services, leading to a decline in utilization across the industry.

Reduced drilling and completion spending during 2015 and 2016 has resulted in a decline in the production of oil and natural gas in North America. Furthermore, an agreement in late 2016 by members of OPEC to reduce production, and thereby limit supply, has provided additional support for recent increases in oil and natural gas prices. For example, WTI benchmark oil prices have recovered by approximately 88% from a low of $26.21 per Bbl in February 2016 to $49.33 per Bbl at the end of April 2017. Henry Hub natural gas prices have increased by approximately 93% from a low of $1.64 per MMBtu in March 2016 to $3.17 per MMBtu at the end of April 2017.

In response to the improved expected financial returns generated by these recent increases in oil and natural gas prices, E&P companies have generally increased their capital budgets thus far in 2017 as compared to 2016. Accordingly, the onshore U.S. drilling rig count has recovered by approximately 115% from a low of 404 rigs in May 2016 to 870 rigs in April 2017. Further, during the same time period, the number of drilling rigs drilling horizontal wells has risen from 314 to 730 and the number of drilling rigs targeting oil production has increased from 318 to 697. In addition, the number of active well service rigs in the United States has increased from 989 in May 2016 to 1,159 in March 2017. We expect to see continued increases in activity and pricing for oilfield services if commodity prices remain near current levels or rise further.

Our Segments

Within the broader oilfield services industry, we conduct our operations through two segments: Well Services and Processing Solutions. As part of the oilfield services industry, our Well Services and Processing Solutions segments are generally influenced by the macroeconomic trends identified above under "—Overview." For example, as illustrated in the chart below, the U.S. onshore well services market has seen increased activity in recent years that largely coincides with increased drilling and completion spending by U.S. onshore E&P companies.

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U.S. Upstream Activity

Source: Spears Drilling & Production Outlook, March 2017; Spears Well Servicing: Market Evaluation to 2021, March 2017; and Spears Well Servicing: Market Evaluation Excerpts, December 2016.

In addition to such macroeconomic trends, however, our Well Services and Processing Solutions segments are impacted by a number of specific secular industry and market trends, as set forth in greater detail below.

Well Services

Historically, the market for well services in the United States has been driven by well maintenance and workover operations on conventional wells, the majority of which are vertical. However, Coras estimates that more than 100,000 new horizontal shale wells have been brought online over the last decade, driven by a structural shift towards unconventional oil and natural gas development. Further, according to Spears, a total of approximately 66,900 horizontal wells are expected to be drilled in the United States from 2017 to 2021.

Demand for our high-spec well service rigs and associated services is driven largely by the complexity of horizontal well completion and production operations, which has increased in recent years for a significant number of E&P companies, including many of our customers. Specifically, we believe that the following fundamental trends will continue to benefit us:

•: Increasing complexity of well completion operations, including longer laterals and a greater number of frac stages per well;
•: Increasing percentage of rigs that are drilling horizontal wells;
•: Increasing percentage of total production attributable to older horizontal wells;
•: Shift towards liquids-rich development that is reliant on artificial lift technologies and associated well maintenance and workover operations;
•: Sizable inventory of DUC wells requiring completion; and
•: Increasing customer focus on well-capitalized, safe and efficient service providers that can meet or exceed their health, safety and environmental requirements.

In the near to medium-term, we expect that the relatively large current inventory of DUC wells across major U.S. shale plays will provide an incremental demand catalyst for our completion-oriented

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well services. According to the U.S. Energy Information Administration, the number of DUC wells in the major U.S. shale plays increased from 3,687 in December 2013 to 5,381 in January 2017. Completion of DUC wells should provide an incremental demand driver until the overall level of the DUC inventory decreases to normalized levels, which Spears estimates as 1,500 to 2,500 DUC wells.

Going forward, we expect that unconventional, long-lateral horizontal wells will drive the demand for our high-spec well service rigs for both the completion of new wells and for maintenance and workover operations to sustain production on the growing inventory of horizontal unconventional wells. According to data from the Energy Information Administration and Drillinginfo, the contribution of horizontal wells to total onshore U.S. crude oil production has increased rapidly over the last five years, representing approximately 66% of such production from the lower 48 states in 2016 as compared to approximately 39% in 2012. Further, the contribution to total onshore U.S. crude oil production of horizontal wells completed more than three years ago, which are typically the most likely to require workover and maintenance services, represented approximately 16% of such production in the lower 48 states in 2016, or approximately four times greater than that in 2012. Furthermore, the majority of wells being completed today are horizontal and are expected to require workover and well maintenance to sustain production as they age.

Onshore L-48 U.S. Crude Oil Production

Source: EIA and Drillinginfo.

Due to the fundamental trends identified above, we expect that the growth in demand for our high-spec well service rigs and related services will significantly outpace the growth in drilling rig count in the U.S. oil and natural gas industry.

We believe that the shift by U.S. E&P operators in recent years towards horizontal wells to develop unconventional oil and natural gas resources has resulted in a structural shift favoring high-spec well service rigs over existing low-spec well service rigs. For example, as illustrated in the chart below, the relative demand for high-spec workover rigs has increased significantly in recent years, with the majority of estimated workover rig demand for 2016 attributable to high-spec rigs.

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Estimated Workover Rig Demand by Specificiation

Source: Coras industry report.

Considering the market dynamics described above, we believe pricing for our services will be further enhanced as a result of the following supply factors:

•: Limited existing base of high-specification well service rigs;
•: Aging of existing well services equipment given the limited investment since the industry downturn in late 2014;
•: Limited number of manufacturers capable of building high-specification well service rigs; and
•: Lesser reliability of alternative techniques, including coiled tubing, for high-complexity well completions.

According to Coras, the vast majority of total available (including active, idle and stacked) well service rigs in the United States remain poorly suited for unconventional, long-lateral horizontal well applications. Coras classifies well service rigs with capacities of 450 HP or more and mast heights of 102 feet or higher as high-spec well service rigs that are ideally suited to service unconventional, long-lateral horizontal wells. Coras reports that the U.S. oil and natural gas industry is expected to require 1,000 to 1,500 of such ideally suited high-spec well service rigs over the next three years, as compared to an estimated total industry fleet of 770 as of February 28, 2017.

Moreover, alternative techniques for well completion, such as the deployment of coiled tubing units for drill-out operations, have increasingly become less common as wellbore lateral lengths have continued to increase beyond the point where coiled tubing can reliably be deployed for well completion. Based on discussions with our E&P customers, we believe that coiled tubing units generally begin to decrease in effectiveness at lateral lengths in excess of 8,000 feet. Spears estimates that in 2016, wells with lateral lengths in excess of 8,000 feet accounted for approximately 98% of the horizontal wells drilled in the Bakken Shale, approximately 50% of the horizontal wells drilled in the Permian Basin and approximately 42% of the horizontal wells drilled in the Rocky Mountains region, including the Denver-Julesburg Basin. Increased lateral lengths in these and other basins are generally prompting operators to shift from using coiled tubing units to more reliable high-spec well service rigs. For example, according to Qittitut, approximately 45% of horizontal well completion drill-outs in 2016 were completed with well service rigs, as compared to approximately 25% in 2012.

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Further, we believe that the U.S. well service market has recently become, and currently remains, very fragmented. A number of the large well service companies have high levels of total debt or have recently emerged from bankruptcy during which they significantly reduced their capital and maintenance expenditures in favor of restructuring operations to fulfill credit obligations. We believe that smaller well service providers, on the other hand, are often unable to satisfactorily meet the expectations of E&P companies due to a combination of low-spec well service rig fleets, inconsistent service quality and health, safety and environmental concerns. In addition, the number of companies capable of manufacturing high-spec well services rigs is limited, with each new-build rig requiring approximately three months for fabrication and delivery. Accordingly, we believe that we hold key competitive advantages required to benefit from the expected demand and supply trends favoring high-spec well service rigs and associated services.

Processing Solutions

E&P companies have increasingly focused on exploiting unconventional resource plays in the onshore United States, many of which had no significant oil or natural gas production until unconventional horizontal drilling and completion technologies were developed over the course of the last decade. In many unconventional resource plays, the number of new wells coming online, and the associated increase in demand for equipment and services capable of processing, transporting and storing oil, natural gas and NGLs, has outpaced the expansion of traditional, permanent midstream infrastructure.

Consequently, there has been increased demand for interim processing equipment and services required to provide "first mile" solutions to link production to various midstream markets as well as to provide fuel at the wellsite. Furthermore, unconventional resource development has also resulted in an increase in regulations aimed at limiting hazardous emissions from flaring at the wellsite. According to research published in December 2015, the National Oceanic and Atmospheric Administration estimates that total flared gas volumes have represented a meaningful portion of total natural gas production in recent years, as evidenced by estimated volumes of approximately 143 billion cubic meters in 2012, or approximately 3.5% of global natural gas production during that time. Accordingly, the demand for processing solutions, which enable customers to meet pipeline specifications, extract higher value NGLs, provide fuel gas for wellsites and facilities and reduce emissions at the flare tip, has increased. In addition, we believe there is a limited supply of modular processing equipment capable of operating in harsh environments common to remote unconventional production sites. Furthermore, we believe that the majority of these providers offer limited field services to support equipment following initial deployment. As a result, we expect these supply trends to further benefit our processing solutions segment in the future.

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MANAGEMENT

Directors and Executive Officers

Set forth below are the name, age, position and description of the business experience of our executive officers and directors.

Directors and Executive Officers

Set forth below are the name, age, position and description of the business experience of our executive officers and directors.

Name	Age	Position with Ranger Inc.

Darron M. Anderson	48	President, Chief Executive Officer and Director
Robert S. Shaw Jr.	54	Chief Financial Officer
J. Matt Hooker	54	Chief Operating Officer
Lance Perryman	51	Executive Vice President—Processing Solutions
Merrill A. "Pete" Miller	66	Chairman of the Board
Brett Agee	43	Director
Richard Agee	74	Director
William M. Austin	71	Director
Charles S. Leykum	39	Director
Vivek Raj	34	Director
Krishna Shivram	54	Director

Darron M. Anderson—President, Chief Executive Officer and Director. Darron M. Anderson has served as our President and Chief Executive Officer and as a member of our board of directors since March 2017. Mr. Anderson served as President and Chief Executive Officer of Express Energy Services from 2008 to August 2015. Express Energy Services filed for reorganization under Chapter 11 of the United States Bankruptcy Code in October 2009, from which it emerged in December 2009. Subsequent to his time as President and Chief Executive Officer of Express Energy Services, Mr. Anderson evaluated potential opportunities from September 2015 to March 2016, and consulted for Littlejohn & Co., LLC from April 2016 to February 2017, and for CSL during February 2017, prior to joining us in March 2017. Mr. Anderson began his career in the oil and natural gas industry as a Drilling Engineer for Chevron USA in 1991 and has subsequently held positions of increasing responsibility in the oil and natural gas and oilfield services industries. Mr. Anderson holds a Bachelor of Science in Petroleum Engineering from the University of Texas at Austin. We believe that Mr. Anderson's leadership, management experience and experience with oilfield services companies bring valuable experience to our board of directors.

Robert S. Shaw Jr.—Chief Financial Officer. Robert S. Shaw Jr. has served as our Chief Financial Officer since April 2017. Mr. Shaw served as Chief Financial Officer of Enerkem Inc. from August 2015 to December 2016, subsequent to which he evaluated potential opportunities prior to joining us in April 2017. From June to July 2015, he worked as a consultant for Enerkem Inc. Mr. Shaw served as Chief Financial Officer of Southwest Oilfield Products from January 2013 to May 2015. From February 2012 to December 2012, he pursued personal interests. Previously, Mr. Shaw worked at Transocean Ltd. as its Vice President, Treasurer. Prior to joining Transocean Ltd., Mr. Shaw served at Air Liquide SA as Head of Corporate Finance and Treasury as well as Head of Investor Relations. Earlier in his career, Rob held senior level financial positions at Alstom SA, The Walt Disney Company and EuroDisney. Mr. Shaw has a Master of Business Administration from the Wharton School, University of Pennsylvania and a Bachelor of Arts from Northwestern University.

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J. Matt Hooker. J. Matt Hooker has served as our Chief Operating Officer since May 2017. Mr. Hooker served as the Senior Vice President of Business Development of Express Energy Services from July 2015 until January 2017, and Senior Vice President of Drilling Services from January 2012 to July 2015. Mr. Hooker evaluated potential opportunities from January 2017 until joining us in May 2017. Previously, Mr. Hooker worked at Latshaw Drilling as Vice President of Operations. Prior to that, he served as the North American Regional/Country Manager for Saxon Drilling LP. Mr. Hooker began his career at Nabors Well Services LTD, where he held various positions culminating as Vice President of US Operations.

Lance Perryman—Executive Vice President—Processing Solutions. Lance Perryman has served as our Executive Vice President—Processing Solutions since March 2017, and as the President and Chief Executive Officer of Torrent Services since July 2012. Prior to founding Torrent Services, Mr. Perryman served as the Vice President of Sales and Marketing for Zephyr Gas Services, LLC from August 2007 to March 2011, subsequent to which he evaluated potential opportunities prior to forming Torrent. Mr. Perryman has 28 years of broad leadership experience within the oilfield services sector, and a long and successful tenure in the oil and natural gas industry.

Merrill A. "Pete" Miller, Jr.—Chairman of the Board. Pete Miller has served as the chairman of our board of directors since March 2017. Mr. Miller has been the executive chairman of NOW Inc. (NYSE: DNOW), a spinoff of the distribution business of NOV (NYSE: NOV), and supplier of oilfield services and equipment to the oil and gas industry, since 2014. Prior to assuming this role, Mr. Miller served as president and chief executive officer of NOV from 2001 to 2014, and as chairman of the board of directors from 2002 to 2014. Mr. Miller's work history includes broad experience in the oil service and drilling contractor industries including 15 years at Helmerich & Payne, where he held various positions culminating as vice president, US operations. Mr. Miller has served as a director of Chesapeake Energy Corporation (NYSE: CHK) since 2007, chairman of Transocean Ltd. (NYSE: RIG) since 2015, and was vice chairman of Transocean from 2014 to 2015. Mr. Miller also serves on the board of directors of the Offshore Energy Center, Petroleum Equipment Suppliers Association and Spindletop International, and is a member of the National Petroleum Council. He graduated from the United States Military Academy, West Point, New York in 1972 and, upon graduation, served five years in the United States Army. Mr. Miller received a Master of Business Administration from Harvard Business School in 1980. We believe Mr. Miller's more than 30 years of management and executive experience in the energy industry and service in multiple leadership positions for NOV, Chesapeake, NOW, Transocean and other companies qualifies him to serve on our board of directors.

Brett Agee—Director. Brett Agee has served as a member of our board of directors since February 2017, and as the Chief Executive Officer of Ranger Services from October 2016 to February 2017. Prior to joining us, Mr. Agee served as the Chief Executive Officer of Bayou Well Services, LLC from its founding in 2009 until our acquisition thereof in October 2016. Mr. Agee holds a Bachelor of Science in Geography from Texas A&M University's College of Geosciences. Mr. Agee is the son of Richard Agee, a member of our board of directors. We believe that Mr. Agee's extensive experience in the energy industry and with Bayou, as well as his substantial business, leadership and management experience, brings important and valuable skills to our board of directors.

Richard Agee—Director. Richard Agee has served as a member of our board of directors since March 2017. Mr. Agee founded Wapiti Energy, LLC, a privately held oil and natural gas company focused on strategic exploration throughout the United States, in 2000, and has served as the Chairman of its board of directors since its founding in 2000, and served as the Chairman of the board of directors of Bayou until our acquisition thereof in October 2016. Mr. Agee holds both Bachelor of Science and Master of Science degrees in Petroleum Engineering from the University of Wyoming. Mr. Agee was also a Sloan Fellow at the Massachusetts Institute of Technology, from which he received his Master of Science. Mr. Agee is the father of Brett Agee, a member of our board of directors. We

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believe that Mr. Agee's extensive experience serving as an officer and director for several energy companies brings important and valuable skills to our board of directors.

William M. Austin—Director. William M. Austin has served as a member of our board of directors since May 2017, as a member of Torrent Services' board of directors since May 2015 and as a member of Ranger Services' board of directors from its founding in 2014 until October 2016, subsequent to which he served as an advisor to Ranger Services' board of directors until May 2017. Mr. Austin has served as President and consultant with Austin Lee Ventures LTD, a Houston, Texas-based investment company, since April 2010, and currently serves as a member of the board of directors of Nuverra Environmental Solutions, Inc. (OTCQB: NESC). He is a former member of the board of directors of Express Energy LLP, a Houston, Texas-based oilfield services company, which was sold in November 2014. Mr. Austin served as Executive Vice President and Chief Financial Officer of Exterran Holdings from December 2011 until April 2014, and he also served as Senior Vice President and Director of Exterran GP, LLC from April 2012 until April 2014. Mr. Austin holds a Bachelor of Science degree in electrical engineering from Brown University, a Master of Science degree from Stevens Institute of Technology and a Master of Business Administration from Columbia University. We believe that Mr. Austin's over 35 years of experience across varying industries and history of board service bring important and valuable skills to our board of directors.

Charles S. Leykum—Director. Charles S. Leykum has served as a member of our board of directors since March 2017 and as a member of Ranger Services' board of directors since its founding in 2014. Mr. Leykum founded CSL, an energy services-focused private equity firm in 2008. Prior to founding CSL, Mr. Leykum was a Portfolio Manager at Soros Fund Management LLC. Before his time at Soros, he worked in the Principal Investment Area and the Investment Banking Division of Goldman, Sachs & Co. Mr. Leykum graduated with a Bachelor of Arts in Economics from Columbia University and a Master of Business Administration from Harvard Business School. We believe that Mr. Leykum's extensive experience investing in the energy industry and serving as a director for several energy companies brings important and valuable skills to our board of directors.

Vivek Raj—Director. Vivek Raj has served as a member of our board of directors since March 2017 and as a member of Ranger Services' board of directors since its founding in 2014. Mr. Raj is a Managing Director at CSL and has been working there since 2011. Prior to that, Mr. Raj worked in various engineering positions at Schlumberger Ltd. Mr. Raj also served as a Director of Niko Resources Ltd. from September 2014 to March 2016. Mr. Raj holds a Bachelor of Technology from the Indian Institute of Technology and a Master of Business Administration from Harvard Business School. We believe that Mr. Raj's extensive experience investing in the energy industry and serving as a director for several energy companies brings important and valuable skills to our board of directors.

Krishna Shivram—Director. Krishna Shivram has served as a member of our board of directors since May 2017. Mr. Shivram served as the Executive Vice President and Chief Financial Officer of Weatherford International plc from November 2013 to November 2016, and as interim Chief Executive Officer of Weatherford International plc from November 2016 to March 2017, subsequent to which he evaluated potential opportunities prior to joining us. Immediately prior to joining Weatherford, Mr. Shivram served as Vice President and Treasurer of Schlumberger Ltd. since January 2011. Prior to his serving as Vice President and Treasurer, Mr. Shivram held a number of senior management positions at Schlumberger, including Controller—Drilling Group from May 2010 to January 2011, Manager—Mergers and Acquisitions from May 2009 to April 2010 and Controller—Oilfield Services from August 2006 to April 2009. Mr. Shivram is a Chartered Accountant and we believe that his experience in financial accounting, income taxes and treasury operations, along with a strong background in corporate finance and mergers and acquisitions, bring important and valuable skills to our board of directors.

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Status as a Controlled Company

Because CSL, through its interests in the Existing Owners, will initially hold approximately % of the voting power of our capital stock following the completion of this offering, we expect to be a controlled company as of the completion of the offering under Sarbanes-Oxley and NYSE corporate governance standards. A controlled company does not need its board of directors to have a majority of independent directors or to form independent compensation and nominating and governance committees. As a controlled company, we will remain subject to rules of Sarbanes-Oxley and the NYSE that require us to have an audit committee composed entirely of independent directors. Under these rules, we must have at least one independent director on our audit committee by the date our Class A common stock is listed on the NYSE, at least two independent directors on our audit committee within 90 days of the listing date, and at least three independent directors on our audit committee within one year of the listing date.

If at any time we cease to be a controlled company, we will take all action necessary to comply with Sarbanes-Oxley and NYSE corporate governance standards, including by appointing a majority of independent directors to our board of directors and ensuring we have a compensation committee and a nominating and corporate governance committee, each composed entirely of independent directors, subject to a permitted "phase-in" period.

Composition of Our Board of Directors

Our board of directors currently consists of eight members. Prior to the date that our Class A common stock is first traded on the NYSE, we expect to have a member board of directors.

In evaluating director candidates, we will assess whether a candidate possesses the integrity, judgment, knowledge, experience, skills and expertise that are likely to enhance the board's ability to manage and direct our affairs and business, including, when applicable, to enhance the ability of committees of the board to fulfill their duties.

Director Independence

The board of directors is in the process of reviewing the independence of our directors using the independence standards of the NYSE and the SEC. Currently, we anticipate that our board of directors will determine that is independent within the meaning of NYSE listing standards currently in effect and within the meaning of 10A-3 of the Exchange Act.

Committees of the Board of Directors

Audit Committee

We will establish an audit committee prior to the completion of this offering. Rules implemented by the NYSE and the SEC require us to have an audit committee comprised of at least three directors who meet the independence and experience standards established by the NYSE and the Exchange Act, subject to transitional relief during the one-year period following the completion of this offering. Our audit committee initially consists of , who is independent under the rules of the SEC. As required by the rules of the SEC and listing standards of the NYSE, the audit committee will consist solely of independent directors.

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This committee will oversee, review, act on and report on various auditing and accounting matters to our board of directors, including: the selection of our independent accountants, the scope of our annual audits, fees to be paid to the independent accountants, the performance of our independent accountants and our accounting practices. In addition, the audit committee will oversee our compliance programs relating to legal and regulatory requirements. We expect to adopt an audit committee charter defining the committee's primary duties in a manner consistent with the rules of the SEC and the NYSE or market standards.

Compensation Committee

Because we will be a "controlled company" as of the closing of this offering within the meaning of NYSE corporate governance standards, we will not be required to, and do not currently expect to, have a compensation committee as of the closing of this offering.

If and when we are no longer a "controlled company" within the meaning of NYSE corporate governance standards, we will be required to establish a compensation committee. We anticipate that such a compensation committee would consist of three directors who will be "independent" under the rules of the SEC and the NYSE. This committee would establish salaries, incentives and other forms of compensation for officers and other employees. Any compensation committee would also administer our incentive compensation and benefit plans. Upon formation of a compensation committee, we would expect to adopt a compensation committee charter defining the committee's primary duties in a manner consistent with the rules of the SEC and the NYSE or market standards.

Nominating and Corporate Governance Committee

If and when we are no longer a "controlled company" within the meaning of NYSE corporate governance standards, we will be required to establish a nominating and corporate governance committee. We anticipate that such a nominating and corporate governance committee would consist of three directors who will be "independent" under the rules of the SEC and the NYSE. This committee would identify, evaluate and recommend qualified nominees to serve on our board of directors, develop and oversee our internal corporate governance processes and maintain a management succession plan. Upon formation of a nominating and corporate governance committee, we would expect to adopt a nominating and corporate governance committee charter defining the committee's primary duties in a manner consistent with the rules of the SEC and the NYSE or market standards.

Code of Conduct

Prior to the completion of this offering, our board of directors will adopt a code of conduct applicable to our employees, directors and officers, in accordance with applicable U.S. federal securities laws and the corporate governance rules of the NYSE. Any waiver of this code may be made only by our board of directors and will be promptly disclosed as required by applicable U.S. federal securities laws and the corporate governance rules of the NYSE.

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EXECUTIVE COMPENSATION

Ranger Energy Services, Inc., the issuer of Class A common stock in this offering, was incorporated in February 2017 and did not accrue, pay or otherwise incur any liability with respect to compensation for any employees prior to such incorporation. Accordingly, the determination of who qualifies as a named executive officer, and the compensation information described below, is based on the compensation earned or paid to employees for services provided to Ranger Services and Torrent Services, the Predecessor Companies. The compensation disclosures below include the information required to be disclosed by emerging growth companies.

In accordance with the foregoing, our named executive officers are:

Name		Current Principal Position (Principal Position for 2016)

Brett Agee		Director (Former Chief Executive Officer of Ranger Services)
Scott A. Milliren		Former Chief Executive Officer of Ranger Services
Lance Perryman		Executive Vice President—Processing Solutions (Former Chief Executive Officer of Torrent Services)
Dennis Douglas		Former Chief Operating Officer of Ranger Services
Jason Podraza		Former Chief Financial Officer of Ranger Services

Mr. Agee served as the Chief Executive Officer of Ranger Services from October 2016 to February 2017 and began serving as a member of our board of directors in February 2017. Mr. Milliren served as the Chief Executive Officer of Ranger Services from August 2014 to October 2016 and served as a member of our board of directors during March 2017. Mr. Perryman served as the President and Chief Executive Officer of Torrent Services from July 2012 to March 2017 and began serving as our Executive Vice President—Processing Solutions in March 2017. Mr. Douglas served as the Chief Operating Officer of Ranger Services from October 2016 to April 2017. Mr. Podraza served as the Chief Financial Officer of Ranger Services from October 2016 to April 2017.

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2016 Summary Compensation Table

The following table summarizes, with respect to our named executive officers, information relating to compensation earned for services rendered in all capacities during the fiscal year ended December 31, 2016.

Name and Principal Position		Salary ($)(1)		Bonus ($)(2)		Option Awards ($)(3)		All Other Compensation ($)(4)		Total ($)

Brett Agee	2016	$	115,903		—		—	$	5,023	$	120,926
(Former Chief Executive Officer of
Ranger Services)
Scott A. Milliren	2016	$	199,424	$	80,000	$	551,338	$	17,100	$	847,862
(Former Chief Executive Officer of
Ranger Services)
Lance Perryman	2016	$	168,392		—		—	$	26,873	$	195,265
(Executive Vice President—Processing Solutions)
Dennis Douglas	2016	$	155,770	$	30,000	$	639,034	$	6,500	$	831,304
(Former Chief Operating Officer)
Jason Podraza	2016	$	63,903		—	$	256,877	$	3,196	$	323,976
(Former Chief Financial Officer)

(1): For Messrs. Agee, Milliren, Douglas and Podraza, the amounts in this column reflect base salary earned during fiscal year 2016 for services to Ranger Services. For Mr. Perryman, the amounts in this column reflect base salary earned during fiscal year 2016 for services to Torrent Services.
(2): For Messrs. Milliren and Douglas, the amounts in this column reflect discretionary cash bonuses earned during fiscal year 2016 for services to Ranger Services.
(3): For Messrs. Milliren, Douglas and Podraza, the amounts in this column reflect the aggregate grant date fair value of Class C and Class D units in Ranger Holdings (the "Ranger Holdings Incentive Units") granted pursuant to the Second Amended and Restated Limited Liability Company Agreement of Ranger Holdings (as amended from time to time, the "Ranger Holdings LLC Agreement") during fiscal year 2016, determined in accordance with FASB ASC Topic 718, Compensation—Stock Compensation, based on the probable outcome of the applicable performance conditions (determined as of the applicable date of grant) and excluding the effect of estimated forfeitures. The Ranger Holdings Incentive Units are intended to constitute profits interests and represent actual (non-voting) equity interests in Ranger Holdings that have no liquidation value for U.S. federal income tax purposes on the date of grant but are designed to gain value only after the underlying assets have realized a certain level of growth and return to those persons who hold certain other classes of equity. We believe that, despite the fact that the Ranger Holdings Incentive Units do not require the payment of an exercise price, such awards are most similar economically to options and, as such, they are properly classified as "options" for purposes of the SEC's executive compensation disclosure rules under the definition provided in 402(m)(5)(i) of Regulation S-K since such awards had "option-like features." The Ranger Holdings Incentive Units are not designed with a threshold, target or maximum potential payout level. Further information regarding the assumptions used in the valuation of the Ranger Holdings Incentive Units is included in Note 11—Owners' Capital and Profit Interests Awards—Well Services to the Notes to Combined Consolidated Financial Statements of Ranger Services and under "—Narrative Disclosures—Incentive Units—Ranger Holdings Incentive Units" below.

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(4): For Messrs. Agee and Podraza, the amounts in this column reflect employer contributions to the 401(k) Plan during fiscal year 2016. For Mr. Milliren, the amount in this column reflect a car allowance and cell phone allowance. For Mr. Perryman, the amount in this column reflects (i) a car allowance, (ii) cell phone allowance and (iii) reimbursement of other expenses. For Mr. Douglas, the amount in this column reflects a car allowance.

Outstanding Equity Awards at 2016 Fiscal Year-End

The following table reflects information regarding outstanding incentive units held by our named executive officers as of December 31, 2016.

Option Awards(1)

Name (a)	Number of Securities Underlying Unexercised Options (#) Exercisable(2)		Number of Securities Underlying Unexercised Options (#) Unexercisable(2)		Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)(3)		Option Exercise Price ($)	Option Expiration Date
Brett Agee		—		—		—	—	—
Scott A. Milliren
Class C Restricted Units		27,500		55,000		27,500	N/A	N/A
Class D Restricted Units		25,000		50,000		25,000	N/A	N/A
Lance Perryman(4)
Class B Restricted Units		139,500		139,500		93,000	N/A	N/A
Class C-1 Restricted Units		1,000		—		—	N/A	N/A
Dennis Douglas
Class C Restricted Units		—		100,000		33,000	N/A	N/A
Class D Restricted Units		—		75,000		25,000	N/A	N/A
Jason Podraza
Class C Restricted Units		12,500		25,000		12,500	N/A	N/A
Class D Restricted Units		12,500		25,000		12,500	N/A	N/A

(1): For Messrs. Milliren, Douglas and Podraza, this table reflects information regarding Ranger Holdings Incentive Units that were outstanding as of December 31, 2016. For Mr. Perryman, this table reflects information regarding Torrent Holdings Incentive Units (as defined in footnote (4) below) that were outstanding as of December 31, 2016. The Ranger Holdings Incentive Units and the Torrent Holdings Incentive Units (collectively, the "Incentive Units") are each divided into two classes. For a description of how and when the Incentive Units could become vested and when such Incentive Units could begin to receive payments, see "—Additional Narrative Disclosures—Incentive Units" below. Additional information regarding the Ranger Holdings Incentive Units is also provided in footnote (3) to the 2016 Summary Compensation Table above while additional information regarding the Torrent Holdings Incentive Units is also provided in footnote (4) to this Outstanding Equity Awards at 2016 Fiscal Year-End table.
(2): Awards reflected as "Exercisable" are Incentive Units subject to time-based vesting that have vested while awards reflected as "Unexercisable" are Incentive Units subject to time-based vesting that have not yet vested.
(3): Awards in this column reflect Incentive Units subject to event-based vesting that have not yet vested.

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(4): For Mr. Perryman, this table reflects information regarding Class B and Class C-1 units in Torrent Holdings (the "Torrent Holdings Incentive Units") granted pursuant to the Second Amended and Restated Limited Liability Company Agreement of Torrent Holdings (as amended from time to time, the "Torrent Holdings LLC Agreement"). The Torrent Holdings Incentive Units are intended to constitute profits interests and represent actual (non-voting) equity interests in Torrent Holdings that have no liquidation value for U.S. federal income tax purposes on the date of grant but are designed to gain value only after the underlying assets have realized a certain level of growth and return to those persons who hold certain other classes of equity. We believe that, despite the fact that the Torrent Holdings Incentive Units do not require the payment of an exercise price, such awards are most similar economically to options and, as such, they are properly classified as "options" for purposes of the SEC's executive compensation disclosure rules under the definition provided in 402(m)(5)(i) of Regulation S-K since such awards had "option-like features." The Torrent Holdings Incentive Units are not designed with a threshold, target or maximum potential payout level. Information regarding the valuation of the Torrent Holdings Incentive Units is included in Note 11—Owners' Capital and Profits Interests Awards—Processing Solutions to the Notes to Combined Consolidated Financial Statements of Ranger Services.

Additional Narrative Disclosures

Base Salary

Each named executive officer's base salary is a fixed component of compensation that does not vary depending on the level of performance achieved. Base salaries are determined for each named executive officer based on his or her position and responsibility. Our board of directors reviews the base salaries for each named executive officer annually as well as at the time of any promotion or significant change in job responsibilities and, in connection with each review, our board of directors considers individual and company performance over the course of the applicable year. Pursuant to the employment agreement we maintain with Mr. Perryman, his base salary may be increased but not decreased without his written consent. Pursuant to the employment agreement we maintain with Mr. Douglas, his base salary may be increased but not decreased. Pursuant to the employment agreement we maintain with Mr. Podraza, his base salary may be increased but generally not decreased except for a decrease that does not exceed more than 10% of his base salary if (1) the same reduction applies to all similarly situated employees and (2) our board of directors determines that such reduction is necessary to avoid violating one or more financial covenants in our loan agreements or similar financing arrangements.

Cash Bonuses

We do not maintain a formal bonus program for our named executive officers. However, our named executive officers have historically been eligible to receive discretionary bonuses, based in part upon pre-established performance criteria, to recognize their significant contributions and aid in our retention efforts. Our board of directors determines whether each named executive officer is eligible to receive a cash bonus for a given year and sets the amount of such cash bonus.

Going forward, our board of directors (or a committee thereof) will determine each named executive officer's eligibility for an annual cash bonus (whether discretionary or pursuant to a bonus plan we later implement), and the amount of such bonus (if any).

Incentive Units

Set forth below is a discussion of the Ranger Holdings Incentive Units and the Torrent Holdings Incentive Units. In connection with the corporate reorganization described in this prospectus, we expect that certain of the Ranger Holdings Incentive Units and Torrent Holdings Incentive Units will be

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redeemed for substantially similar incentive units in Ranger Holdings II and Torrent Holdings II, respectively, which will be subject to the same tiered distribution thresholds, vesting conditions and forfeiture and repurchase terms as the corresponding Ranger Holdings Incentive Units and Torrent Holdings Incentive Units.

Ranger Holdings Incentive Units

Certain executive officers of Ranger Services, including Messrs. Milliren, Douglas and Podraza, previously received Ranger Holdings Incentive Units granted pursuant to the Ranger Holdings LLC Agreement. The Ranger Holdings Incentive Units are intended to constitute "profits interests" and represent actual (non-voting) equity interests that have no liquidation value for U.S. federal income tax purposes on the date of grant but are designed to gain value only after the underlying assets realize a certain level of growth and return to those persons who hold certain other classes of equity. The Ranger Holdings Incentive Units are divided into two classes, Class C and Class D units, and each class has a separate distribution threshold. A potential payout for each class will occur when a specified level of cumulative cash distributions is received by the members holding capital interests in Ranger Holdings. 75% of the Class C and Class D units granted to the named executive officers are subject to time-based vesting while 25% of the Class C and Class D units are subject to event-based vesting. The Class C and Class D units subject to time-based vesting are subject to the following vesting schedule: (i) for Messrs. Milliren and Podraza, such Class C and Class D units vest in three equal installments on December 31, 2016, October 1, 2017 and June 30, 2018 and (ii) for Mr. Douglas, such Class C and Class D units vest in three equal annual installments on October 3, 2017, October 3, 2018 and October 3, 2019, in each case, subject to the named executive officer remaining continuously employed through the applicable vesting date. The Class C and Class D units subject to event-based vesting vest upon the occurrence of a "Change of Control". Further, upon such Change of Control, the Class C and Class D units subject to event-based vesting may be converted to cash (or other applicable consideration received in connection with the Change of Control) if the holders of such Class C and Class D units are entitled to receive cash (or such other consideration) in connection with such Change of Control. In addition, the Class C and Class D units subject to time-based vesting will fully vest immediately prior to the occurrence of a Change of Control or an "Initial Public Offering". Generally, any unvested Class C or Class D units will be forfeited for no consideration in the event of a resignation by the named executive officer without "Good Reason" or a termination of employment for "Cause" or in the event of the named executive officer's bankruptcy. In the event of a termination of employment, Ranger Holdings has the right to purchase Class C and Class D units (whether vested or not) for (a) in the case of a resignation by the named executive officer without Good Reason or a termination of employment for Cause, the lesser of $100 and the fair market value of the Class C or Class D units or (b) in the case of any other termination, the fair market value of the Class C or Class D units.

The Class C units and the Class D units will generally be entitled to 10% and 5% of future distributions, respectively, to members of Ranger Holdings only after all of the members that have made capital contributions to Ranger Holdings shall have received cumulative distributions in respect of their membership interests equal to their cumulative capital contributions plus additional cumulative distributions equal to a return on equity investment computed like interest at the rate per fiscal year equal to 8% cumulative and compounded annually, accruing beginning on the effective date of the Ranger Holdings LLC Agreement, on the unpaid sum of such members' capital return account; provided that, notwithstanding the foregoing, no distributions will be made with respect to the Class D units until all of the members of Ranger Holdings that have made capital contributions to Ranger Holdings have also received additional cumulative distributions in respect of their membership interests equal to two times their cumulative capital contributions.

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A "Change of Control" is generally defined in an applicable award agreement as (i) the date any one person or group (excluding CSL and its affiliates) acquires ownership of securities of Ranger Holdings representing more than 50% of the total voting power of the outstanding voting securities of Ranger Holdings, (ii) any consolidation or merger involving Ranger Holdings in which the members of Ranger Holdings immediately prior to such consolidation or merger do not beneficially own securities representing more than 50% of the total voting power of the outstanding voting securities of the surviving or continuing entity or (iii) any sale, lease, exchange or other transfer of all, or substantially all, of the assets of Ranger Holdings.

An "Initial Public Offering" is generally defined in the Ranger Holdings LLC Agreement as the initial underwritten public offering of the securities of Ranger Holdings or other common equity securities pursuant to a registration statement on Form S-1 under the Securities Act.

A termination for "Cause" is generally defined in an applicable award agreement to occur upon a named executive officer's (i) commission of an act of fraud, dishonesty or disloyalty that could adversely affect or seriously prejudice Ranger Holdings or its affiliates, (ii) refusal or failure to follow lawful instructions of the board of managers of Ranger Holdings, (iii) breach of fiduciary duty or duty of loyalty, (iv) acceptance of work with another employer or business, (v) habitual drug or alcohol abuse, (vi) material breach or violation of the named executive officer's employment agreement, the Ranger Holdings LLC Agreement or the award agreement, (vii) material breach or violation of any lawful policy, rule, regulation or directive, (viii) conviction of any felony or conviction of any crime involving moral turpitude, (ix) violation of federal or state securities laws or (x) commission of an act of attempting to secure personal profit or benefit not fully disclosed to and approved by the board of managers of Ranger Holdings in connection with any transaction entered into on behalf of Ranger Holdings or its affiliates.

A resignation for "Good Reason" is generally defined in an applicable award agreement to occur upon the material diminution of a named executive officer's job duties and responsibilities without the named executive officer's express written consent.

We do not expect that our corporate reorganization or this offering will result in a Change in Control or an Initial Public Offering with respect to the Ranger Holdings Incentive Units. As of the date of this filing, no class of the Ranger Holdings Incentive Units has received a payout. Because we are not a party to the Ranger Holdings LLC Agreement, we cannot be certain that the terms of the Ranger Holdings Incentive Units and Ranger Holdings LLC Agreement will remain the same in the future.

Torrent Holdings Incentive Units

Certain executive officers of Torrent Services, including Mr. Perryman, previously received Torrent Holdings Incentive Units granted pursuant to the Torrent Holdings LLC Agreement. The Torrent Holdings Incentive Units are intended to constitute "profits interests" and represent actual (non-voting) equity interests that have no liquidation value for U.S. federal income tax purposes on the date of grant but are designed to gain value only after the underlying assets realize a certain level of growth and return to those persons who hold certain other classes of equity. The Torrent Holdings Incentive Units are divided into three classes, Class B, Class C-1 and Class C-2 units, and each class has a separate distribution threshold. A potential payout for each class will occur when a specified level of cumulative cash distributions is received by the members holding capital interests in Torrent Holdings. Mr. Perryman currently holds Class B and Class C-1 units. 75% of the Class B units granted to Mr. Perryman are subject to time-based vesting while 25% of the Class B units are subject to event-based vesting. The Class B units subject to time-based vesting vested as to one-third of the award on September 16, 2015 and one-third of the award on September 16, 2016 and will vest as to the final one-third of the award on September 16, 2017, subject to Mr. Perryman remaining continuously

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employed through such vesting date. The Class B units subject to event-based vesting vest on the date that is six months following the first to occur of a "Drag-Along Transaction" or a "Public Offering", unless the service of Mr. Perryman is terminated without "Cause" or due to "Disability or Mr. Perryman resigns with "Good Reason", in each case, following the occurrence of such event but before the date that is six months thereafter, in which case, such Class B units will vest immediately upon such termination or resignation. In addition, the Class B units subject to time-based vesting will fully vest immediately upon the occurrence of a Drag-Along Transaction. Further, 25% of the Class B units subject to time-based vesting will vest if the service of Mr. Perryman is terminated without Cause or Mr. Perryman resigns with Good Reason. Additionally, under the Torrent Holdings LLC Agreement, (i) if Mr. Perryman's employment is terminated for Cause, all of his Class B units will be forfeited for no consideration and (ii) if Mr. Perryman resigns without Good Reason, one-half of his vested Class B units and all of his unvested Class B units will be forfeited for no consideration. The Class C-1 units were fully vested upon grant and are not subject to forfeiture or repurchase.

The Class B units will generally be entitled to 16% of future distributions to members of Torrent Holdings only after all of the members that have made capital contributions to Torrent Holdings shall have received cumulative distributions in respect of their membership interests equal to their cumulative capital contributions plus additional cumulative distributions that equal a certain predetermined level of return, which varies depending on the class of membership interests held by such members, on their cumulative capital contributions. The Class C-1 units will generally be entitled to 30% of future distributions to members of Torrent Holdings only after all of the members that have made capital contributions to Torrent Holdings shall have received cumulative distributions in respect of their membership interests equal to their cumulative capital contributions plus additional cumulative distributions that equal a certain predetermined level of return, which varies depending on the class of membership interests held by such members, on their cumulative capital contributions and other members of Torrent Holdings that hold incentive units (including the Class B units) have also received a certain predetermined amount of cumulative distributions, which varies depending on the class of incentive units held by such members.

A "Drag-Along Transaction" is generally defined in the Torrent Holdings LLC Agreement as (i) any consolidation, conversion, merger or other business combination involving Torrent Holdings in which all of its securities are exchanged for or converted into cash, securities of a corporation or other business organization or other property, other than a Public Offering, (ii) a sale or transfer of all or substantially all of the assets of Torrent Holdings to be followed promptly by a liquidation of Torrent Holdings or (iii) the transfer of all of the outstanding securities of Torrent Holdings in a single transaction or a series of related transactions.

A "Public Offering" is generally defined in the Torrent Holdings LLC Agreement as the initial sale of common stock or other equity securities of Torrent Holdings or its successor pursuant to an effective registration statement under the Securities Act.

A termination for "Cause" is generally defined in the Torrent Holdings LLC Agreement to occur upon a named executive officer's (i) failure or refusal to perform substantially all material duties, responsibilities and obligations, (ii) failure or refusal to implement, perform or adhere to reasonable policies, directives or orders of the board of managers of Torrent Holdings, (iii) commission of an act involving gross misconduct or malfeasance in the performance of duties, (iv) commission of an act involving fraud, misrepresentation, theft, embezzlement, dishonesty or moral turpitude, (v) conviction of a felony or offense involving fraud, (vi) material breach of the Torrent Holdings LLC Agreement, any employment agreement or restrictive covenant agreement or (vii) gross negligence in discharging any material part of the named executive officer's duties.

A resignation for "Good Reason" is generally defined in the Torrent Holdings LLC Agreement to occur upon (i) a material diminution in a named executive officer's base salary, (ii) the relocation of

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the principal location where a named executive officer is required to perform his or her duties to a location that is more than 25 miles away, (iii) a material reduction in a named executive officer's functions, duties, title or responsibilities or (iv) a material breach by Torrent Holdings of any material provision of the Torrent Holdings LLC Agreement, a named executive officer's employment agreement or the Torrent Holdings Incentive Unit award agreement.

We do not expect that our corporate reorganization or this offering will result in a Drag-Along Transaction or a Public Offering with respect to the Torrent Holdings Incentive Units. As of the date of this filing, no class of Torrent Holdings Incentive Units has received a payout. Because we are not a party to the Torrent Holdings LLC Agreement, we cannot be certain that the terms of the Torrent Holdings Incentive Units and Torrent Holdings LLC Agreement will remain the same in the future.

Other Benefits

Immediately prior to this offering and during fiscal year 2016, we offered participation in broad-based retirement, health and welfare plans to all of our employees. Immediately prior to this offering and during fiscal year 2016, we maintained plans intended to provide benefits under section 401(k) of the Internal Revenue Code of 1986, as amended (the "401(k) Plan"), where employees were allowed to contribute portions of their base compensation into a retirement account in order to encourage all employees, including any participating named executive officers, to save for the future. For the 2016 plan year, we provided an effective matching contribution equal to 100% of between 2% and 4% of an employee's eligible compensation.

We intend to offer participation in broad-based retirement, health and welfare plans to all of our employees. We also intend to maintain a 401(k) Plan, which we anticipate will provide for employer matching contributions and/or employer non-elective contributions.

Employment, Severance or Change in Control Agreements

Ranger Services currently maintains employment agreements with Messrs. Douglas and Podraza. The employment agreement with Mr. Douglas will be terminated, effective as of May 31, 2017, without "Cause." Mr. Podraza has voluntarily resigned employment without "Good Reason," to be effective in July 2017, at which point his employment agreement will be terminated. Ranger Services previously maintained employment agreements with Messrs. Agee and Milliren. The employment agreement with Mr. Agee was terminated in connection with his termination of employment without "Cause" in March 2017 and the employment agreement with Mr. Milliren was terminated in connection with his termination of employment without "Cause" in April 2017. Torrent Services has entered into an employment agreement with Mr. Perryman.

Each outstanding employment agreement generally provides for a two- or three-year term with automatic renewals for successive one-year periods unless either party elects not to renew. Each outstanding employment agreement generally provides for an annualized base salary (as described above under "—Additional Narrative Disclosures—Base Salary") and eligibility to participate in all benefit plans and programs of Ranger Services or Torrent Services, as applicable. Each outstanding employment agreement also provides for annual cash incentive bonuses (as described above under "—Additional Narrative Disclosures—Cash Bonuses"). Mr. Perryman's employment agreement provides for subsidized medical, dental and vision insurance premiums, a car allowance and participation in an additional retirement plan that Torrent Services may establish, at its discretion.

Each outstanding employment agreement provides for the following benefits upon a named executive officer's termination of employment without "Cause" (as defined in the applicable employment agreement): (i) for Mr. Douglas, continued payment of his base salary for a period of 12 months, (ii) for Mr. Podraza, continued payment of his base salary for a period of six months and (iii) for Mr. Perryman, continued payment of his base salary for a period of nine months plus payment

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of an amount equal to the pro-rated incentive compensation that would have been earned in the year of his termination had he not been terminated, subject to the discretion of our board of directors. Upon a termination of employment for "Good Reason" (as defined in the applicable employment agreement), Messrs. Podraza and Perryman are entitled to the same payments due to them upon a termination without Cause, as described in the preceding sentence. If a named executive officer's employment is terminated for any reason other than those described above, no further compensation and benefits will be provided following the termination of the named executive officer's employment. The outstanding employment agreements also contain certain restrictive covenants, including provisions that generally prohibit a named executive officer from competing with or soliciting vendors, suppliers, customers or clients of Ranger Services and its affiliates or Torrent Services and its affiliates, as applicable. These restrictions generally apply during the term of the named executive officer's employment and for a period between six months to two years following the termination of such employment.

In connection with his termination of employment without Cause in March 2017, Mr. Agee became entitled to payments equal to 150% of his base salary, or approximately $0.7 million, for 12 months following the date of termination pursuant to the terms of his employment agreement but the final terms of his separation are still being negotiated. In connection with his termination of employment without Cause in March 2017, Mr. Milliren was entitled to continued payment of his base salary for a limited period of time that ended in May 2017. In addition, subject to his execution of a release of claims in favor of us, Mr. Milliren will receive a one-time bonus in an amount equal to $275,000 (less applicable taxes and other withholdings), paid in a single lump sum cash payment, upon the closing of this offering. Upon the effectiveness of his termination of employment without Cause on May 31, 2017, Mr. Douglas is expected to receive the severance payments described in the preceding paragraph (i.e., continued payment of his base salary for a period of 12 months) pursuant to the terms of his employment agreement plus, as determined by Ranger Services in its discretion, accelerated vesting of a portion of the unvested Ranger Holdings Incentive Units held by Mr. Douglas as of the date of termination. Upon the effectiveness of his voluntary resignation of employment without Good Reason in July 2017, Mr. Podraza is not expected to receive any severance payments pursuant to the terms of his employment agreement.

It is currently anticipated that the employment agreement with Mr. Perryman will continue to remain in effect following the completion of this offering. We do not currently anticipate entering into any new employment, severance or change in control agreements prior to or in connection with this offering. In addition, our named executive officers are not currently entitled to any payments or other benefits in connection with a termination of employment or a change in control, other than with respect to the employment agreements described in the preceding paragraphs and the Incentive Units described above under "—Additional Narrative Disclosures—Incentive Units."

2017 Long Term Incentive Plan

In connection with this offering, we intend to adopt an omnibus equity incentive plan, the Ranger Energy Services, Inc. 2017 Long Term Incentive Plan (the "2017 Plan"), for the employees, consultants and the directors of the Company and its affiliates who perform services for us. The following description of the 2017 Plan is based on the form we anticipate adopting, but the 2017 Plan has not yet been adopted and the provisions discussed below remain subject to change. As a result, the following description is qualified in its entirety by reference to the final form of the 2017 Plan once adopted. At this time, we have not made any final decisions regarding whether 2017 Plan awards will be granted to any individual in connection with this offering.

The 2017 Plan will provide for potential grants of: (i) incentive stock options qualified as such under U.S. federal income tax laws; (ii) nonstatutory stock options that do not qualify as incentive stock options; (iii) stock appreciation rights; (iv) restricted stock awards; (v) restricted stock units;

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(vi) bonus stock; (vii) performance awards; (viii) dividend equivalents; (ix) other stock-based awards; (x) cash awards; and (xi) substitute awards .

Eligibility

Our employees, consultants and non-employee directors, and employees, consultants and non-employee directors of our affiliates, will be eligible to receive awards under the 2017 Plan.

Administration

Our board of directors, or a committee thereof (as applicable, the "Administrator"), will administer the 2017 Plan pursuant to its terms and all applicable state, federal or other rules or laws. The Administrator will have the power to determine to whom and when awards will be granted, determine the amount of awards (measured in cash or in shares of our Class A common stock), proscribe and interpret the terms and provisions of each award agreement (the terms of which may vary), accelerate the vesting or exercisability of an award, delegate duties under the 2017 Plan and execute all other responsibilities permitted or required under the 2017 Plan.

Securities to be Offered

Subject to adjustment in the event of any distribution, recapitalization, split, merger, consolidation or similar corporate event, shares of our Class A common stock will be available for delivery pursuant to awards under the 2017 Plan. If an award under the 2017 Plan is forfeited, settled for cash or expires without the actual delivery of shares, any shares subject to such award will again be available for new awards under the 2017 Plan.

Types of Awards

Options—We may grant options to eligible persons including: (i) incentive stock options (only to our employees or those of our subsidiaries) which comply with section 422 of the Code; and (ii) nonstatutory stock options. The exercise price of each option granted under the 2017 Plan will be stated in the option agreement and may vary; however, the exercise price for an option must not be less than the fair market value per share of Class A common stock as of the date of grant (or 110% of the fair market value for certain incentive stock options), nor may the option be re-priced without the prior approval of our stockholders. Options may be exercised as the Administrator determines, but not later than ten years from the date of grant. The Administrator will determine the methods and form of payment for the exercise price of an option (including, in the discretion of the Administrator, payment in Class A common stock, other awards or other property) and the methods and forms in which Class A common stock will be delivered to a participant.

Stock Appreciation Rights—A stock appreciation right is the right to receive a share of Class A common stock, or an amount equal to the excess of the fair market value of one share of the Class A common stock on the date of exercise over the grant price of the stock appreciation right, as determined by the Administrator. The exercise price of a share of Class A common stock subject to the stock appreciation right shall be determined by the Administrator, but in no event shall that exercise price be less than the fair market value of the Class A common stock on the date of grant. The Administrator will have the discretion to determine other terms and conditions of stock appreciation rights.

Restricted Stock Awards—A restricted stock award is a grant of shares of Class A common stock subject to a risk of forfeiture, performance conditions, restrictions on transferability and any other restrictions imposed by the Administrator in its discretion. Restrictions may lapse at such times and under such circumstances as determined by the Administrator. Except as otherwise provided under the terms of the 2017 Plan or an award agreement, the holder of a restricted stock award will have rights

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as a stockholder, including the right to vote the Class A common stock subject to the restricted stock award or to receive dividends on the Class A common stock subject to the restricted stock award during the restriction period. The Administrator shall provide, in the restricted stock award agreement, whether the restricted stock will be forfeited upon certain terminations of employment. Unless otherwise determined by the Administrator, Class A common stock distributed in connection with a stock split or stock dividend, and other property distributed as a dividend, will be subject to restrictions and a risk of forfeiture to the same extent as the restricted stock award with respect to which such Class A common stock or other property has been distributed.

Restricted Stock Units—Restricted stock units are rights to receive Class A common stock, cash, or a combination of both at the end of a specified period. The Administrator may subject restricted stock units to restrictions (which may include a risk of forfeiture) to be specified in the restricted stock unit award agreement, and those restrictions may lapse at such times determined by the Administrator. Restricted stock units may be settled by delivery of Class A common stock, cash equal to the fair market value of the specified number of shares of Class A common stock covered by the restricted stock units, or any combination thereof determined by the Administrator at the date of grant or thereafter. Dividend equivalents on the specified number of shares of Class A common stock covered by restricted stock units may be paid on a current, deferred or contingent basis, as determined by the Administrator on or following the date of grant.

Bonus Stock Awards—The Administrator will be authorized to grant Class A common stock as a bonus stock award. The Administrator will determine any terms and conditions applicable to grants of Class A common stock, including performance criteria, if any, associated with a bonus stock award.

Performance Awards—The vesting, exercise or settlement of awards may be subject to achievement of one or more performance criteria set forth in the 2017 Plan. One or more of the following performance criteria for the Company, on a consolidated basis, and/or for specified subsidiaries, may be used by the Administrator in establishing performance goals for such performance awards: (1) revenues, sales or other income; (2) cash flow, discretionary cash flow, cash flows from operations, cash flows from investing activities, and/or cash flows from financing activities; (3) return on net assets, return on assets, return on investment, return on capital, return on capital employed or return on equity; (4) income, operating income or net income; (5) earnings or earnings margin determined before or after any one or more of depletion, depreciation and amortization expense; exploration and abandonments; impairment of oil and gas properties; impairment of inventory and other property and equipment; accretion of discount on asset retirement obligations; interest expense; net gain or loss on the disposition of assets; income or loss from discontinued operations, net of tax; noncash derivative related activity; amortization of stock-based compensation; income taxes; or other items; (6) equity; net worth; tangible net worth; book capitalization; debt; debt, net of cash and cash equivalents; capital budget or other balance sheet goals; (7) debt or equity financings or improvement of financial ratings; (8) production volumes, production growth, or debt-adjusted production growth, which may be of oil, gas, natural gas liquids or any combination thereof; (9) general and administrative expenses; (10) proved reserves, reserve replacement, drillbit reserve replacement and/or reserve growth; (11) exploration/finding and/or development costs, capital expenditures, drillbit finding and development costs, operating costs (including lease operating expenses, severance taxes and other production taxes, gathering and transportation and other components of operating expenses), base operating costs, or production costs; (12) net asset value; (13) fair market value of our Class A common stock, share price, share price appreciation, total stockholder return or payments of dividends; (14) achievement of savings from business improvement projects and achievement of capital projects deliverables; (15) working capital or working capital changes; (16) operating profit or net operating profit; (17) internal research or development programs; (18) geographic business expansion; (19) corporate development (including licenses, innovation, research or establishment of third party collaborations); (20) performance against environmental, ethics or sustainability targets; (21) safety

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performance and/or incident rate; (22) human resources management targets, including medical cost reductions, employee satisfaction or retention, workforce diversity and time to hire; (23) satisfactory internal or external audits; (24) consummation, implementation or completion of a change in control or other strategic partnerships, transactions, projects, processes or initiatives or other goals relating to acquisitions or divestitures (in whole or in part), joint ventures or strategic alliances; (25) regulatory approvals or other regulatory milestones; (26) legal compliance or risk reduction; (27) drilling results; (28) market share; (29) economic value added; or (30) cost reduction targets. The Administrator may also use any of the above goals determined on an absolute or relative basis or as compared to the performance of a published or special index deemed applicable by the Administrator including, but not limited to, the Standard & Poor's 500 stock index or a group of comparable companies. At the time a performance goal is established with respect to an award, the Administrator may also exclude the impact of one or more events or occurrences, as specified by the Administrator, so long such events or occurrences are objective determinable, and further provided that any such adjustment would not cause an award intended to comply with Section 162(m) of the Code to fail to so qualify.

Performance awards granted to eligible persons who are deemed by the Administrator to be "covered employees" pursuant to section 162(m) of the Code shall be administered in accordance with the rules and regulations issued under section 162(m) of the Code. The Administrator may also impose individual performance criteria on the awards, which, if required for compliance with section 162(m) of the Code, will be approved by our stockholders.

Dividend Equivalents—Dividend equivalents entitle a participant to receive cash, Class A common stock, other awards or other property equal in value to dividends paid with respect to a specified number of shares of our Class A common stock, or other periodic payments at the discretion of the Administrator. Dividend equivalents may be granted on a free-standing basis or in connection with another award (other than a restricted stock award or a bonus stock award).

Other Stock-Based Awards—Other stock-based awards are awards denominated or payable in, valued in whole or in part by reference to, or otherwise based on or related to, the value of our Class A common stock.

Cash Awards—Cash awards may be granted on a free-standing basis, as an element of or a supplement to, or in lieu of any other award.

Substitute Awards—Awards may be granted in substitution or exchange for any other award granted under the 2017 Plan or under another equity incentive plan or any other right of an eligible person to receive payment from us. Awards may also be granted under the 2017 Plan in substitution for similar awards held for individuals who become participants as a result of a merger, consolidation or acquisition of another entity by or with the Company or one of our affiliates.

Certain Transactions. If any change is made to our capitalization, such as a stock split, stock combination, stock dividend, exchange of shares or other recapitalization, merger or otherwise, which results in an increase or decrease in the number of outstanding shares of Class A common stock, appropriate adjustments will be made by the Administrator in the shares subject to an award under the 2017 Plan. The Administrator will also have the discretion to make certain adjustments to awards in the event of a change in control, such as accelerating the vesting or exercisability of awards, requiring the surrender of an award, with or without consideration, or making any other adjustment or modification to the award that the Administrator determines is appropriate in light of such transaction.

Plan Amendment and Termination. Our board of directors may amend or terminate the 2017 Plan at any time; however, stockholder approval will be required for any amendment to the extent necessary to comply with applicable law or exchange listing standards. The Administrator will not have the authority, without the approval of stockholders, to amend any outstanding stock option or stock

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appreciation right to reduce its exercise price per share. The 2017 Plan will remain in effect for a period of ten years (unless earlier terminated by our board of directors).

Clawback. All awards under the 2017 Plan will be subject to any clawback or recapture policy adopted by the Company, as in effect from time to time.

Director Compensation

Our board of directors was formed in February 2017 and we do not currently provide any compensation to the members of our board of directors for their services. Going forward, we believe that attracting and retaining qualified non-employee directors will be critical to the future value of our growth and governance. Accordingly, following the completion of this offering, we expect to provide our non-employee directors (other than directors who are employees of CSL) with an annual compensation package comprised of a cash component and, in order to align the interests of such non-employee directors with our stockholders, an equity-based award component. We also expect that all members of our board of directors will be reimbursed for certain reasonable expenses in connection with their services to us.

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OUR HISTORY AND CORPORATE REORGANIZATION

Ranger Services was, through Ranger Holdings, formed by CSL in June 2014 as a provider of high-spec well service rigs and associated services. Torrent Services was, through Torrent Holdings, acquired by CSL in September 2014 as a provider of proprietary, modular equipment for the processing of natural gas. In June 2016, CSL indirectly acquired substantially all of the assets of Magna, a provider of well services and wireline services, which it contributed to Ranger Services in September 2016. In October 2016, Ranger Services acquired substantially all of the assets of Bayou, an owner and operator of high-spec well service rigs. The historical combined consolidated financial information of our Predecessor included in this prospectus presents the historical financial information of the Predecessor Companies, including, as applicable, the results of operations of Magna and Bayou for periods subsequent to their respective acquisitions.

After giving effect to these transactions and the offering contemplated by this prospectus, Ranger Inc. will own an approximate % interest in Ranger LLC (or % if the underwriters' option to purchase additional shares is exercised in full) and the Existing Owners will own an approximate % interest in Ranger LLC (or % if the underwriters' option to purchase additional shares is exercised in full). Please see "Principal and Selling Shareholders" and "Use of Proceeds."

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Class B common stock) for, at Ranger LLC's election, (i) shares of our Class A common stock at a redemption ratio of one share of Class A common stock for each Ranger Unit redeemed, subject to conversion rate adjustments for stock splits, stock dividends, reclassification and other similar transactions, or (ii) cash in an amount equal to the Cash Election Value of such Class A common stock. We will determine whether to issue shares of Class A common stock or cash based on facts in existence at the time of the decision, which we expect would include trading prices for the Class A common stock at the time relative to the cash purchase price for the Ranger Units, the availability of other sources of liquidity (such as an issuance of preferred stock) to acquire the Ranger Units and alternative uses for such cash. Alternatively, upon the exercise of the Redemption Right, Ranger Inc. (instead of Ranger LLC) will have the right, pursuant to the Call Right, to, for administrative convenience, acquire each tendered Ranger Unit directly from the redeeming Ranger Unit Holder for, at its election, (x) one share of Class A common stock or (y) cash in an amount equal to the value of a share of Class A common stock, based on a volume-weighted average price. In addition, upon a change of control of us, we have the right to require each Ranger Unit Holder (other than us) to exercise its Redemption Right with respect to some or all of such unitholder's Ranger Units. In connection with any redemption of Ranger Units pursuant to the Redemption Right or our Call Right, the corresponding number of shares of Class B common stock will be cancelled. See "Certain Relationships and Related Party Transactions—Ranger LLC Agreement."

In connection with the closing of this offering, we will enter into the Tax Receivable Agreement with the TRA Holders. The Tax Receivable Agreement will generally provide for the payment by Ranger Inc. to each TRA Holder of 85% of the net cash savings, if any, in U.S. federal, state and local income tax and franchise tax that Ranger Inc. actually realizes (computed using the estimated impact of state and local taxes) or is deemed to realize in certain circumstances in periods after this offering as a result of (i) certain increases in tax basis that occur as a result of Ranger Inc.'s acquisition (or deemed acquisition for U.S. federal income tax purposes) of all or a portion of such TRA Holder's Ranger Units in connection with this offering or pursuant to the exercise of the Redemption Right or the Call Right and (ii) imputed interest deemed to be paid by Ranger Inc. as a result of, and additional tax basis arising from, any payments Ranger Inc. makes under the Tax Receivable Agreement. Ranger Inc. will retain the benefit of the remaining 15% of these cash savings.

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(1): CSL, certain members of our management and other investors own all of the equity interests in the Existing Owners, and CSL holds a majority of the voting interests in each of the Existing Owners.
(2): Includes Ranger Services and Torrent Services.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Ranger LLC Agreement

The Ranger LLC Agreement is filed as an exhibit to the registration statement of which this prospectus forms a part, and the following description of the Ranger LLC Agreement is qualified in its entirety by reference thereto.

Redemption Rights

Following this offering, under the Ranger LLC Agreement, the Ranger Unit Holders will, subject to certain limitations, have the right, pursuant to the Redemption Right, to cause Ranger LLC to acquire all or a portion of their Ranger Units (along with a corresponding number of shares of our Class B common stock) for, at Ranger LLC's election, (i) shares of our Class A common stock at a redemption ratio of one share of Class A common stock for each Ranger Unit redeemed, subject to conversion rate adjustments for stock splits, stock dividends, reclassification and other similar transactions, or (ii) cash in an amount equal to the Cash Election Value of such Class A common stock. We will determine whether to issue shares of Class A common stock or cash in an amount equal to the Cash Election Value based on facts in existence at the time of the decision, which we expect would include the trading prices for the Class A common stock at the time relative to the cash purchase price for the Ranger Units, the availability of other sources of liquidity (such as an issuance of preferred stock) to acquire the Ranger Units and alternative uses for such cash. Alternatively, upon the exercise of the Redemption Right, Ranger Inc. (instead of Ranger LLC) will have the right, pursuant to the Call Right, to, for administrative convenience, acquire each tendered Ranger Unit directly from such Ranger Unit Holder for, at its election, (x) one share of Class A common stock or (y) cash in an amount equal to the value of a share of Class A common stock, based on a volume-weighted average price. In addition, upon a change of control of us, we have the right to require each Ranger Unit Holder (other than us) to exercise its Redemption Right with respect to some or all of such unitholder's Ranger Units. As the Ranger Unit Holders redeem their Ranger Units, our membership interest in Ranger LLC will be correspondingly increased, the number of shares of Class A common stock outstanding will be increased, and the number of shares of Class B common stock outstanding will be reduced.

"Cash Election Value" means, with respect to the shares of Class A common stock to be delivered to the redeeming Ranger Unit Holder by us pursuant to our Call Right, the amount that would be received if the number of shares of Class A common stock to which the redeeming Ranger Unit Holder would otherwise be entitled were sold at a per share price equal to the trailing 10-day volume weighted average price of a share of Class A common stock on such redemption, net of actual or deemed offering expenses.

Distributions and Allocations

Under the Ranger LLC Agreement, we will have the right to determine when distributions will be made to the Ranger Unit Holders and the amount of any such distributions. Following this offering, if we authorize a distribution, such distribution will be made to the Ranger Unit Holders generally on a pro rata basis in accordance with their respective percentage ownership of Ranger Units.

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Ranger LLC will allocate its net income or net loss for each year to the Ranger Unit Holders pursuant to the terms of the Ranger LLC Agreement, and the Ranger Unit Holders, including Ranger Inc., will generally incur U.S. federal, state and local income taxes on their share of any taxable income of Ranger LLC. Net income and losses of Ranger LLC generally will be allocated to the Ranger Unit Holders on a pro rata basis in accordance with their respective percentage ownership of Ranger Units, subject to requirements under U.S. federal income tax law that certain items of income, gain, loss or deduction be allocated disproportionately in certain circumstances. To the extent Ranger LLC has available cash and subject to the terms of any future debt instruments, we intend to cause Ranger LLC to make (i) generally pro rata distributions to the Ranger Unit Holders, including Ranger Inc., in an amount at least sufficient to allow us to pay our taxes and make payments under the Tax Receivable Agreement that we will enter into with the Ranger Unit Holders in connection with the closing of this offering and any subsequent tax receivable agreements that we may enter into in connection with future acquisitions and (ii) non-pro rata payments to Ranger Inc. at least sufficient to reimburse us for our corporate and other overhead expenses.

Issuance of Equity

The Ranger LLC Agreement will provide that, except as otherwise determined by us, at any time Ranger Inc. issues a share of its Class A common stock or any other equity security, the net proceeds received by Ranger Inc. with respect to such issuance, if any, shall be concurrently invested in Ranger LLC, and Ranger LLC shall issue to Ranger Inc. one Ranger Unit or other economically equivalent equity interest. Conversely, if at any time, any shares of Ranger Inc.'s Class A common stock are redeemed, repurchased or otherwise acquired, Ranger LLC shall redeem, repurchase or otherwise acquire an equal number of Ranger Units held by Ranger Inc., upon the same terms and for the same price, as the shares of our Class A common stock are redeemed, repurchased or otherwise acquired.

Competition

Under the Ranger LLC Agreement, the members have agreed that CSL and its affiliates will be permitted to engage in business activities or invest in or acquire businesses that may compete with our business or do business with our customers.

Dissolution

Ranger LLC will be dissolved only upon the first to occur of (i) the sale of substantially all of its assets or (ii) an election by us to dissolve the company. Upon dissolution, Ranger LLC will be liquidated and the proceeds from any liquidation will be applied and distributed in the following manner: (a) first, to creditors (including to the extent permitted by law, creditors who are members) in satisfaction of the liabilities of Ranger LLC, (b) second, to establish cash reserves for contingent or unforeseen liabilities and (c) third, to the members in proportion to the number of Ranger Units owned by each of them.

Tax Receivable Agreement

As described in "Corporate Reorganization," the Ranger Unit Holders may redeem their Ranger Units for shares of Class A common stock or cash, as applicable, in the future pursuant to the Redemption Right or the Call Right. Ranger LLC intends to make for itself (and for each of its direct or indirect subsidiaries that is treated as a partnership for U.S. federal income tax purposes and that it controls) an election under Section 754 of the Code that will be effective for the taxable year of this offering and each taxable year in which a redemption of Ranger Units pursuant to the Redemption Right or the Call Right occurs. Pursuant to the Section 754 election, our acquisition (or deemed acquisition for U.S. federal income tax purposes) of Ranger Units as a part of the corporate reorganization and redemptions of Ranger Units pursuant to the Redemption Right or the Call Right

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are expected to result in adjustments to the tax basis of the tangible and intangible assets of Ranger LLC. These adjustments will be allocated to Ranger Inc. Such adjustments to the tax basis of the tangible and intangible assets of Ranger LLC would not have been available to Ranger Inc. absent its acquisition or deemed acquisition of Ranger Units as part of the reorganization transactions or pursuant to the exercise of the Redemption Right or the Call Right. The anticipated tax basis adjustments are expected to increase (for tax purposes) Ranger Inc.'s depreciation, depletion and amortization deductions and may also decrease Ranger Inc.'s gains (or increase its losses) on future dispositions of certain assets to the extent tax basis is allocated to those assets. Such increased deductions and losses and reduced gains may reduce the amount of tax that Ranger Inc. would otherwise be required to pay in the future.

Ranger Inc. will enter into the Tax Receivable Agreement with the TRA Holders at the closing of this offering. This agreement will generally provide for the payment by Ranger Inc. to each TRA Holder of 85% of the net cash savings, if any, in U.S. federal, state and local income tax and franchise tax that Ranger Inc. actually realizes (computed using the estimated impact of state and local taxes) or is deemed to realize in certain circumstances in periods after this offering as a result of (i) certain increases in tax basis that occur as a result of Ranger Inc.'s acquisition (or deemed acquisition for U.S. federal income tax purposes) of all or a portion of such TRA Holder's Ranger Units in connection with this offering or pursuant to an exercise of the Redemption Right or the Call Right and (ii) imputed interest deemed to be paid by Ranger Inc. as a result of, and additional tax basis arising from, any payments Ranger Inc. makes under the Tax Receivable Agreement. We will retain the benefit of the remaining 15% of the cash savings. Certain of the TRA Holders' rights under the Tax Receivable Agreement are transferable in connection with a permitted transfer of Ranger Units or if the TRA Holder no longer holds Ranger Units.

The payment obligations under the Tax Receivable Agreement are Ranger Inc.'s obligations and not obligations of Ranger LLC, and we expect that the payments we will be required to make under the Tax Receivable Agreement will be substantial. Estimating the amount and timing of payments that may become due under the Tax Receivable Agreement is by its nature imprecise. For purposes of the Tax Receivable Agreement, cash savings in tax generally will be calculated by comparing Ranger Inc.'s actual tax liability (computed using the estimated impact of state and local taxes) to the amount it would have been required to pay had it not been able to utilize any of the tax benefits subject to the Tax Receivable Agreement. The actual increase in tax basis, as well as the amount and timing of any payments under the Tax Receivable Agreement, will vary depending upon a number of factors, including the timing of the redemptions of Ranger Units, the price of our Class A common stock at the time of each redemption, the extent to which such redemptions are taxable transactions, the amount of the redeeming Ranger Unit Holder's tax basis in its Ranger Units at the time of the relevant redemption, the depreciation and amortization periods that apply to the increase in tax basis, the amount, character and timing of the taxable income we generate in the future, the U.S. federal income tax rates then applicable, and the portion of our payments under the Tax Receivable Agreement that constitute imputed interest or give rise to depreciable or amortizable tax basis.

Assuming no material changes in the relevant tax law, we expect that if the Tax Receivable Agreement were terminated immediately after this offering (assuming $ per share as the initial offering price to the public), the estimated termination payments, based on the assumptions discussed below, would be approximately $ million (calculated using a discount rate equal to one-year LIBOR plus basis points, applied against an undiscounted liability of $ million).

Reductions in U.S. federal corporate income tax rates are currently being considered. If the U.S. federal corporate income tax rate was reduced to 25% and all other assumptions were held constant, the estimated termination payments would be approximately $ million (calculated using a discount rate equal to one-year LIBOR plus basis points, applied against an undiscounted liability of $ million).

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A delay in the timing of redemptions of Ranger LLC Units, holding other assumptions constant, would be expected to decrease the discounted value of the amounts payable under the Tax Receivable Agreement as the benefit of the depreciation and amortization deductions would be delayed and the estimated increase in tax basis could be reduced as a result of allocations of Ranger LLC taxable income to the redeeming Ranger Unit Holder prior to the redemption. Stock price increases or decreases at the time of each redemption of Ranger LLC Units would be expected to result in a corresponding increase or decrease in the undiscounted amounts payable under the Tax Receivable Agreement in an amount equal to 85% of the tax-effected change in price. The amounts payable under the Tax Receivable Agreement are dependent upon Ranger Inc. having sufficient future taxable income to utilize the tax benefits on which it is required to make payments under the Tax Receivable Agreement. If Ranger Inc.'s projected taxable income is significantly reduced, the expected payments would be reduced to the extent such tax benefits do not result in a reduction of Ranger Inc.'s future income tax liabilities.

The foregoing amounts are merely estimates and the actual payments could differ materially. It is possible that future transactions or events could increase or decrease the actual tax benefits realized and the corresponding Tax Receivable Agreement payments as compared to the foregoing estimates. Moreover, there may be a negative impact on our liquidity if, as a result of timing discrepancies or otherwise, (i) the payments under the Tax Receivable Agreement exceed the actual benefits we realize in respect of the tax attributes subject to the Tax Receivable Agreement and/or (ii) distributions to Ranger Inc. by Ranger LLC are not sufficient to permit Ranger Inc. to make payments under the Tax Receivable Agreement after it has paid its taxes and other obligations. Please see "Risk Factors—Risks Related to Our Corporate Reorganization and Resulting Structure—In certain cases, payments under the Tax Receivable Agreement may be accelerated and/or significantly exceed the actual benefits, if any, we realize in respect of the tax attributes subject to the Tax Receivable Agreement." The payments under the Tax Receivable Agreement will not be conditioned upon a holder of rights under the Tax Receivable Agreement having a continued ownership interest in either Ranger LLC or Ranger Inc.

In addition, although we are not aware of any issue that would cause the Internal Revenue Service ("IRS") or other relevant tax authorities to challenge potential tax basis increases or other tax benefits covered under the Tax Receivable Agreement, the TRA Holders will not reimburse us for any payments previously made under the Tax Receivable Agreement if such basis increases or other benefits are subsequently disallowed, except that excess payments made to any such holder will be netted against payments otherwise to be made, if any, to such holder after any determination of such excess. As a result, in such circumstances, Ranger Inc. could make payments that are greater than its actual cash tax savings, if any, and may not be able to recoup those payments, which could adversely affect its liquidity.

The term of the Tax Receivable Agreement will commence upon the completion of this offering and will continue until all tax benefits that are subject to the Tax Receivable Agreement have been utilized or expired, unless we exercise our right to terminate the Tax Receivable Agreement (or the Tax Receivable Agreement is terminated due to other circumstances, including our breach of a material obligation thereunder or certain mergers, asset sales, other forms of business combination or other changes of control). It is expected that payments will continue to be made under the Tax Receivable Agreement for more than 20 to 25 years. If we elect to terminate the Tax Receivable Agreement early (or it is terminated early due to other circumstances, including our breach of a material obligation thereunder or certain mergers, asset sales, other forms of business combinations or other changes of control), our obligations under the Tax Receivable Agreement would accelerate and we would be required to make an immediate payment equal to the present value of the anticipated future payments to be made by us under the Tax Receivable Agreement (determined by applying a discount rate of one-year LIBOR plus basis points). The calculation of anticipated future payments will be based upon certain assumptions and deemed events set forth in the Tax Receivable Agreement, including the assumptions that (i) we have sufficient taxable income to fully utilize the tax benefits

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covered by the Tax Receivable Agreement (including having sufficient taxable income to currently utilize any accumulated net operating loss carryforwards) and (ii) any Ranger Units (other than those held by Ranger Inc.) outstanding on the termination date are deemed to be redeemed on the termination date. Any early termination payment may be made significantly in advance of the actual realization, if any, of the future tax benefits to which the termination payment relates.

The Tax Receivable Agreement provides that in the event that we breach any of our material obligations under the Tax Receivable Agreement, whether as a result of (i) our failure to make any payment when due (including in cases where we elect to terminate the Tax Receivable Agreement early, the Tax Receivable Agreement is terminated early due to certain mergers, asset sales, or other forms of business combinations or changes of control or we have available cash but fail to make payments when due under circumstances where we do not have the right to elect to defer the payment, as described below), (ii) our failure to honor any other material obligation under it or (iii) by operation of law as a result of the rejection of the Tax Receivable Agreement in a case commenced under the U.S. Bankruptcy Code or otherwise, then the TRA Holders may elect to treat such breach as an early termination, which would cause all our payment and other obligations under the Tax Receivable Agreement to be accelerated and become due and payable applying the same assumptions described above.

Decisions we make in the course of running our business, such as with respect to mergers, asset sales, other forms of business combinations or other changes in control, may influence the timing and amount of payments that are received by the TRA Holders under the Tax Receivable Agreement. For example, the earlier disposition of assets following a redemption of Ranger Units may accelerate payments under the Tax Receivable Agreement and increase the present value of such payments, and the disposition of assets before a redemption of Ranger Units may increase the TRA Holders' tax liability without giving rise to any rights of the TRA Holders to receive payments under the Tax Receivable Agreement. In addition, our ability to settle audits or other proceedings related to taxes will be subject to the consent of the TRA Holders to the extent such settlement could have a material effect on the TRA Holders' rights under the Tax Receivable Agreement. Such effects and such consent rights may result in differences or conflicts of interest between the interests of the TRA Holders and other shareholders.

Payments generally are due under the Tax Receivable Agreement within 30 days following the finalization of the schedule with respect to which the payment obligation is calculated. However, interest on such payments will begin to accrue from the due date (without extensions) of our U.S. federal income tax return for the period to which such payments relate until such payment due date at a rate equal to one-year LIBOR plus basis points. Except in cases where we elect to terminate the Tax Receivable Agreement early or it is otherwise terminated as described above, generally we may elect to defer payments due under the Tax Receivable Agreement if we do not have available cash to satisfy our payment obligations under the Tax Receivable Agreement or if our contractual obligations limit our ability to make these payments. Any such deferred payments under the Tax Receivable Agreement generally will accrue interest from the due date for such payment until the payment date at a rate of one-year LIBOR plus basis points. However, interest will accrue from the due date for such payment until the payment date at a rate equal to the highest rate under our plus basis points if we are unable to make such payment as a result of

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limitations imposed by existing credit agreements. We have no present intention to defer payments under the Tax Receivable Agreement.

Because we are a holding company with no operations of our own, our ability to make payments under the Tax Receivable Agreement is dependent on the ability of Ranger LLC to make distributions to us in an amount sufficient to cover our obligations under the Tax Receivable Agreement. This ability, in turn, may depend on the ability of Ranger LLC's subsidiaries to make distributions to it. The ability of Ranger LLC, its subsidiaries and other entities in which it directly or indirectly holds an equity interest to make such distributions will be subject to, among other things, (i) the applicable provisions of Delaware law (or other applicable jurisdiction) that may limit the amount of funds available for distribution and (ii) restrictions in relevant debt instruments entered into by Ranger LLC or its subsidiaries and/other entities in which it directly or indirectly holds an equity interest. To the extent that we are unable to make payments under the Tax Receivable Agreement for any reason, such payments will be deferred and will accrue interest until paid.

The form of the Tax Receivable Agreement is filed as an exhibit to the registration statement of which this prospectus forms a part, and the foregoing description of the Tax Receivable Agreement is qualified by reference thereto.

Registration Rights Agreement

In connection with the closing of this offering, we will enter into a registration rights agreement with the Existing Owners. We expect that the agreement will contain provisions by which we agree to register under the federal securities laws the offer and resale of shares of our Class A common stock by the Existing Owners or certain of their affiliates or permitted transferees under the registration rights agreement. These registration rights will be subject to certain conditions and limitations. We will generally be obligated to pay all registration expenses in connection with these registration obligations, regardless of whether a registration statement is filed or becomes effective.

Historical Transactions with Affiliates

Prior Torrent Note

In March 2015, Torrent Services, through certain members of its management team, including Mr. Perryman, our Executive Vice President—Processing Solutions, as borrowers, secured the Prior Torrent Note, a $0.6 million promissory note with Benchmark Bank, which was replaced in April 2016 with a $0.2 million promissory note with Mr. Perryman as borrower. The Prior Torrent Note was guaranteed in April 2016 by CSL Energy Opportunities Fund I, L.P. ("CSL Opportunities I") and CSL Energy Holdings I, LLC ("CSL Holdings I"), each affiliates of CSL and indirect equity owners of Torrent Services. The Prior Torrent Note, which bore interest at a rate of 4.5%, was repaid in full on February 28, 2017. Since entry into the Prior Torrent Note in March 2015, approximately $50,000 in aggregate interest payments were made on the Prior Torrent Note.

Allied Purchase Agreement

In January 2017, Ranger Services, through its wholly owned subsidiary, entered into a purchase agreement (the "Allied Purchase Agreement") with Allied Energy Real Estate, LLC ("Allied Energy"). CSL, which employs certain members of our board of directors and, after giving effect to this offering, will hold a majority of the voting power of our common stock, is an indirect equity owner of Allied Energy. Pursuant to the Allied Purchase Agreement, Ranger Services purchased certain real property in Milliken, Colorado, from Allied Energy for a purchase price of $4.0 million.

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Ranger Bridge Loan

In February 2017, Ranger Services entered into the Ranger Bridge Loan, consisting of loan agreements with each of CSL Opportunities II, CSL Holdings II and Bayou Holdings, each an indirect equity owner of Ranger Services. The Ranger Bridge Loan, which was obtained to fund capital expenditures, including pursuant to the NOV Purchase Agreement, and for general corporate purposes is evidenced by promissory notes payable to the Bridge Loan Lenders in an aggregate principal amount, following the increase in the principal amount thereunder in April 2017, to $12.1 million and in May 2017 to $14.6 million, consisting of three individual promissory notes in the principal amounts of (i) $6.0 million payable to CSL Opportunities II, (ii) $4.2 million payable to CSL Holdings II and (iii) $4.4 million payable to Bayou Holdings. Each note bears interest at a rate of 15% and matures upon the earlier of February 21, 2018 or ten days after the consummation of an initial public offering and is guaranteed by Ranger Holdings and the operating subsidiaries of Ranger Services. The Ranger Bridge Loan includes a make-whole provision pursuant to which Ranger Services will pay 125% of the total amount advanced to Ranger Services upon settlement.

Corporate Reorganization

In connection with our corporate reorganization, we will engage in certain transactions with certain affiliates of the Existing Owners, including CSL. Please see "Corporation Reorganization."

Policies and Procedures for Review of Related Party Transactions

A "Related Party Transaction" is a transaction, arrangement or relationship in which we or any of our subsidiaries was, is or will be a participant, the amount of which involved exceeds $120,000, and in which any related person had, has or will have a direct or indirect material interest. A "Related Person" means:

•: any person who is, or at any time during the applicable period was, one of our executive officers or one of our directors;
•: any person who is known by us to be the beneficial owner of more than 5.0% of our Class A common stock;
•: any immediate family member of any of the foregoing persons, which means any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law of a director, executive officer or a beneficial owner of more than 5.0% of our Class A common stock, and any person (other than a tenant or employee) sharing the household of such director, executive officer or beneficial owner of more than 5.0% of our Class A common stock; and
•: any firm, corporation or other entity in which any of the foregoing persons is a partner or principal or in a similar position or in which such person has a 10.0% or greater beneficial ownership interest.

Our board of directors will adopt a written related party transactions policy prior to the completion of this offering. Pursuant to this policy, our audit committee will review all material facts of all Related Party Transactions and either approve or disapprove entry into the Related Party Transaction, subject to certain limited exceptions. In determining whether to approve or disapprove entry into a Related Party Transaction, our audit committee shall take into account, among other factors, the following: (i) whether the Related Party Transaction is on terms no less favorable than terms generally available to an unaffiliated third-party under the same or similar circumstances and (ii) the extent of the Related Person's interest in the transaction. Furthermore, the policy requires that all Related Party Transactions required to be disclosed in our filings with the SEC be so disclosed in accordance with applicable laws, rules and regulations.

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PRINCIPAL AND SELLING SHAREHOLDERS

The following table sets forth information with respect to the beneficial ownership of our Class A common stock and Class B common stock that, upon the consummation of this offering and transactions related thereto, and assuming the underwriters do not exercise their option to purchase additional common shares, will be owned by:

•: each person known to us to beneficially own more than 5% of any class of our outstanding voting securities;
•: each member of our board of directors;
•: each of the selling shareholders;
•: each of our named executive officers; and
•: all of our directors and executive officers as a group.

All information with respect to beneficial ownership has been furnished by the respective 5% or more shareholders, selling shareholders, directors or executive officers, as the case may be. Unless otherwise noted, the mailing address of each listed beneficial owner is 800 Gessner Street, Suite 1000, Houston, Texas 77024.

The table below does not reflect any shares of Class A common stock that directors and executive officers may purchase in this offering through the directed share program described under "Underwriting—Directed Share Program."

					Shares Beneficially Owned After the Offering (Assuming No Exercise of the Underwriters' Over-Allotment Option)												Shares Beneficially Owned After the Offering (Assuming Full Exercise of the Underwriters' Over-Allotment Option)

	Shares Beneficially Owned Prior to the Offering(1)
	Shares Beneficially Owned Prior to the Offering(1)				Class A Common Stock				Class B Common Stock				Combined Voting Power(2)				Class A Common Stock				Class B Common Stock				Combined Voting Power(2)
	Number		%		Number		%		Number		%		Number		%		Number		%		Number		%		Number		%
Selling Shareholders and Other 5% Shareholders
Ranger Holdings II(3)
Torrent Holdings II(4)
Ranger Holdings(5)
Torrent Holdings(6)
Directors and Named Executive Officers:
Brett Agee		—		—		—		—		—		—		—		—		—		—		—		—		—		—
Richard Agee		—		—		—		—		—		—		—		—		—		—		—		—		—		—
Darron M. Anderson		—		—		—		—		—		—		—		—		—		—		—		—		—		—
William M. Austin		—		—		—		—		—		—		—		—		—		—		—		—		—		—
Dennis Douglas		—		—		—		—		—		—		—		—		—		—		—		—		—		—
Charles S. Leykum(3)(4)(5)(6)		—		—		—		—		—		—		—		—		—		—		—		—		—		—
Merrill A. Miller		—		—		—		—		—		—		—		—		—		—		—		—		—		—
Scott A. Milliren		—		—		—		—		—		—		—		—		—		—		—		—		—		—
Lance Perryman		—		—		—		—		—		—		—		—		—		—		—		—		—		—
Jason Podraza		—		—		—		—		—		—		—		—		—		—		—		—		—		—
Vivek Raj		—		—		—		—		—		—		—		—		—		—		—		—		—		—
Krishna Shivram		—		—		—		—		—		—		—		—		—		—		—		—		—		—
Directors and executive officers as a group (Eleven persons)		—		—		—		—		—		—		—		—		—		—		—		—		—		—

(1): Subject to the terms of the Ranger LLC Agreement, the Ranger Unit Holders will have the right to redeem all or a portion of their Ranger Units (together with a corresponding number of shares of Class B common stock) for Class A common

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stock (or cash, at Ranger LLC's election) at a redemption ratio of one share of Class A common stock for each Ranger Unit (and corresponding share of Class B common stock) redeemed. See "Certain Relationships and Related Person Transactions—Ranger LLC Agreement." Beneficial ownership of Ranger Units is not reflected as beneficial ownership of shares of our Class A common stock for which such units may be redeemed.

(2): Represents percentage of voting power of our Class A common stock and Class B common stock voting together as a single class. Ranger Unit Holders will hold one share of Class B common stock for each Ranger Unit.
(3): Following the corporate reorganization described in this prospectus, CSL Holdings I and CSL Holdings II (together with CSL Holdings I, the "Ranger II CSL Members") will be the managing members of Ranger Holdings II. Each of the Ranger II CSL Members is managed by its respective managing member, the managing member of which, in each case, is Mr. Leykum. Therefore, Mr. Leykum may be deemed to share voting and dispositive power over the shares held by the Ranger II CSL Members and may also be deemed to be the beneficial owner of such shares. Mr. Leykum disclaims beneficial ownership of these shares in excess of his pecuniary interest therein.
(4): Following the corporate reorganization described in this prospectus, CSL Holdings I will be the managing member of Torrent Holdings II. CSL Holdings I is managed by its managing member, the managing member of which is Mr. Leykum. Therefore, Mr. Leykum may be deemed to share voting and dispositive power over the shares held by the Torrent II CSL Member and may also be deemed to be the beneficial owner of such shares. Mr. Leykum disclaims beneficial ownership of these shares in excess of his pecuniary interest therein.
(5): Following the corporate reorganization described in this prospectus, CSL Opportunities I and CSL Opportunities II (together with CSL Opportunities I the "Ranger CSL Members"), will collectively have the right to appoint managers of Ranger Holdings who hold the right to cast a majority of the votes entitled to be cast by all managers of Ranger Holdings. Each of the Ranger CSL Members is managed by its respective general partner, the managing member of which, in each case, is Mr. Leykum. Therefore, Mr. Leykum may be deemed to share voting and dispositive power over the shares held by the Ranger CSL Members and may also be deemed to be the beneficial owner of such shares. Mr. Leykum disclaims beneficial ownership of these shares in excess of his pecuniary interest therein.
(6): Following the corporate reorganization described in this prospectus, CSL Opportunities I will have the right to appoint managers of Torrent Holdings who hold the right to cast a majority of the votes entitled to be cast by all managers of Torrent Holdings. CSL Opportunities I is managed by its general partner, the managing member of which is Mr. Leykum. Therefore, Mr. Leykum may be deemed to share voting and dispositive power over the shares held by CSL Opportunities I and may also be deemed to be the beneficial owner of such shares. Mr. Leykum disclaims beneficial ownership of these shares in excess of his pecuniary interest therein.

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DESCRIPTION OF CAPITAL STOCK

Upon completion of this offering, the authorized capital stock of Ranger Inc. will consist of shares of Class A common stock, $0.01 par value per share, of which shares will be issued and outstanding, shares of Class B common stock, $0.01 par value per share, of which shares will be issued and outstanding and shares of preferred stock, $0.01 par value per share, of which no shares will be issued and outstanding.

The following summary of the capital stock and amended and restated certificate of incorporation and bylaws of Ranger Inc. does not purport to be complete and is qualified in its entirety by reference to the provisions of applicable law and to our amended and restated certificate of incorporation and by-laws, which will be filed as exhibits to the registration statement of which this prospectus is a part.

Class A Common Stock

Voting Rights. Holders of shares of Class A common stock are entitled to one vote per share held of record on all matters to be voted upon by the shareholders. The holders of Class A common stock do not have cumulative voting rights in the election of directors.

Dividend Rights. Holders of shares of our Class A common stock are entitled to ratably receive dividends when and if declared by our board of directors out of funds legally available for that purpose, subject to any statutory or contractual restrictions on the payment of dividends and to any prior rights and preferences that may be applicable to any outstanding preferred stock.

Liquidation Rights. Upon our liquidation, dissolution, distribution of assets or other winding up, the holders of Class A common stock are entitled to receive ratably the assets available for distribution to the shareholders after payment of liabilities and the liquidation preference of any of our outstanding shares of preferred stock.

Other Matters. The shares of Class A common stock have no preemptive or conversion rights and are not subject to further calls or assessment by us. There are no redemption or sinking fund provisions applicable to the Class A common stock. All outstanding shares of our Class A common stock, including the Class A common stock offered in this offering, are fully paid and non-assessable.

Class B Common Stock

Generally. In connection with the reorganization and this offering, each Existing Owner will receive one share of Class B common stock for each Ranger Unit that it holds. Accordingly, each Existing Owner will have a number of votes in Ranger Inc. equal to the aggregate number of Ranger Units that it holds.

Voting Rights. Holders of shares of our Class B common stock are entitled to one vote per share held of record on all matters to be voted upon by the shareholders. Holders of shares of our Class A common stock and Class B common stock vote together as a single class on all matters presented to our shareholders for their vote or approval, except with respect to the amendment of certain provisions of our amended and restated certificate of incorporation that would alter or change the powers, preferences or special rights of the Class B common stock so as to affect them adversely, which amendments must be by a majority of the votes entitled to be cast by the holders of the shares affected by the amendment, voting as a separate class, or as otherwise required by applicable law.

Dividend and Liquidation Rights. Holders of our Class B common stock do not have any right to receive dividends, unless the dividend consists of shares of our Class B common stock or of rights, options, warrants or other securities convertible or exercisable into or exchangeable or redeemable for shares of Class B common stock paid proportionally with respect to each outstanding share of our Class B common stock and a dividend consisting of shares of Class A common stock or of rights,

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options, warrants or other securities convertible or exercisable into or exchangeable or redeemable for shares of Class A common stock on the same terms is simultaneously paid to the holders of Class A common stock. Holders of our Class B common stock do not have any right to receive a distribution upon a liquidation or winding up of Ranger Inc.

Preferred Stock

Our amended and restated certificate of incorporation authorizes our board of directors, subject to any limitations prescribed by law, without further shareholder approval, to establish and to issue from time to time one or more classes or series of preferred stock, par value $0.01 per share, covering up to an aggregate of shares of preferred stock. Each class or series of preferred stock will cover the number of shares and will have the powers, preferences, rights, qualifications, limitations and restrictions determined by the board of directors, which may include, among others, dividend rights, liquidation preferences, voting rights, conversion rights, preemptive rights and redemption rights. Except as provided by law or in a preferred stock designation, the holders of preferred stock will not be entitled to vote at or receive notice of any meeting of shareholders.

Anti-Takeover Effects of Provisions of Our Amended and Restated Certificate of Incorporation, Our
Amended and Restated Bylaws and Delaware Law

Some provisions of Delaware law, and our amended and restated certificate of incorporation and our amended and restated bylaws described below, will contain provisions that could make the following transactions more difficult: acquisitions of us by means of a tender offer, a proxy contest or otherwise; or removal of our incumbent officers and directors. These provisions may also have the effect of preventing changes in our management. It is possible that these provisions could make it more difficult to accomplish or could deter transactions that shareholders may otherwise consider to be in their best interest or in our best interests, including transactions that might result in a premium over the market price for our shares.

These provisions, summarized below, are expected to discourage coercive takeover practices and inadequate takeover bids. These provisions are also designed to encourage persons seeking to acquire control of us to first negotiate with us. We believe that the benefits of increased protection and our potential ability to negotiate with the proponent of an unfriendly or unsolicited proposal to acquire or restructure us outweigh the disadvantages of discouraging these proposals because, among other things, negotiation of these proposals could result in an improvement of their terms.

Delaware Law

We will not be subject to the provisions of Section 203 of the DGCL, regulating corporate takeovers. In general, those provisions prohibit a Delaware corporation, including those whose securities are listed for trading on the NYSE, from engaging in any business combination with any interested shareholder for a period of three years following the date that the shareholder became an interested shareholder, unless:

•: the transaction is approved by the board of directors before the date the interested shareholder attained that status;
•: upon consummation of the transaction that resulted in the shareholder becoming an interested shareholder, the interested shareholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced; or
•: on or after such time the business combination is approved by the board of directors and authorized at a meeting of shareholders by at least two-thirds of the outstanding voting stock that is not owned by the interested shareholder.

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Amended and Restated Certificate of Incorporation and Bylaws

Provisions of our amended and restated certificate of incorporation and our amended and restated bylaws, which will become effective upon the closing of this offering, may delay or discourage transactions involving an actual or potential change in control or change in our management, including transactions in which shareholders might otherwise receive a premium for their shares, or transactions that our shareholders might otherwise deem to be in their best interests. Therefore, these provisions could adversely affect the price of our Class A common stock.

Among other things, upon the completion of this offering, our amended and restated certificate of incorporation and amended and restated bylaws will:

•: establish advance notice procedures with regard to shareholder proposals relating to the nomination of candidates for election as directors or new business to be brought before meetings of our shareholders. These procedures provide that notice of shareholder proposals must be timely given in writing to our corporate secretary prior to the meeting at which the action is to be taken. Generally, to be timely, notice must be received at our principal executive offices not less than 90 days nor more than 120 days prior to the first anniversary date of the annual meeting for the preceding year. Our amended and restated bylaws specify the requirements as to form and content of all shareholders' notices. These requirements may preclude shareholders from bringing matters before the shareholders at an annual or special meeting;
•: provide our board of directors the ability to authorize undesignated preferred stock. This ability makes it possible for our board of directors to issue, without shareholder approval, preferred stock with voting or other rights or preferences that could impede the success of any attempt to change control of us. These and other provisions may have the effect of deterring hostile takeovers or delaying changes in control or management of our company;
•: provide that the authorized number of directors may be changed only by resolution of the board of directors;
•: provide that, after CSL and its affiliates no longer collectively hold more than 50% of the voting power of our common stock, all vacancies, including newly created directorships, may, except as otherwise required by law or, if applicable, the rights of holders of a series of preferred stock, be filled by the affirmative vote of a majority of directors then in office, even if less than a quorum (prior to such time, vacancies may also be filled by shareholders holding a majority of the outstanding shares entitled to vote);
•: provide that, after CSL and its affiliates no longer collectively hold more than 50% of the voting power of our common stock, any action required or permitted to be taken by the shareholders must be effected at a duly called annual or special meeting of shareholders and may not be effected by any consent in writing in lieu of a meeting of such shareholders, subject to the rights of the holders of any series of preferred stock with respect to such series;
•: provide that, after CSL and its affiliates no longer collectively hold more than 50% of the voting power of our common stock, our amended and restated certificate of incorporation and amended and restated bylaws may be amended by the affirmative vote of the holders of at least two-thirds of our then-outstanding shares of stock entitled to vote thereon;
•: provide that, after CSL and its affiliates no longer collectively hold more than 50% of the voting power of our common stock, special meetings of our shareholders may only be called by the board of directors;
•: provide, after CSL and its affiliates no longer collectively hold more than 50% of the voting power of our common stock, for our board of directors to be divided into three classes of directors, with each class as nearly equal in number as possible, serving staggered three-year

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terms, other than directors that may be elected by holders of preferred stock, if any. This system of electing and removing directors may tend to discourage a third party from making a tender offer or otherwise attempting to obtain control of us, because it generally makes it more difficult for shareholders to replace a majority of the directors;

•: provide that we renounce any interest in existing and future investments in other entities by, or the business opportunities of, CSL and its affiliates and that they have no obligation to offer us those investments or opportunities; and
•: provide that our amended and restated bylaws can be amended by the board of directors.

Forum Selection

Our amended and restated certificate of incorporation will provide that unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will, to the fullest extent permitted by applicable law, be the sole and exclusive forum for:

•: any derivative action or proceeding brought on our behalf;
•: any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers, employees or agents to us or our shareholders;
•: any action asserting a claim against us or any director or officer or other employee of ours arising pursuant to any provision of the DGCL, our amended and restated certificate of incorporation or our amended and restated bylaws; or
•: any action asserting a claim against us or any director or officer or other employee of ours that is governed by the internal affairs doctrine;

in each such case, subject to such Court of Chancery having personal jurisdiction over the indispensable parties named as defendants therein.

Our amended and restated certificate of incorporation will also provide that any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock will be deemed to have notice of, and to have consented to, this forum selection provision.

Although we believe these provisions will benefit us by providing increased consistency in the application of Delaware law for the specified types of actions and proceedings, the provisions may have the effect of discouraging lawsuits against our directors, officers, employees and agents. The enforceability of similar exclusive forum provisions in other companies' certificates of incorporation has been challenged in legal proceedings, and it is possible that, in connection with one or more actions or proceedings described above, a court could rule that this provision in our amended and restated certificate of incorporation is inapplicable or unenforceable.

Limitation of Liability and Indemnification Matters

Our amended and restated certificate of incorporation will limit the liability of our directors for monetary damages for breach of their fiduciary duty as directors, except for liability that cannot be eliminated under the DGCL. Delaware law provides that directors of a company will not be personally liable for monetary damages for breach of their fiduciary duty as directors, except for liabilities:

•: for any breach of their duty of loyalty to us or our shareholders;
•: for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;
•: for unlawful payment of dividend or unlawful stock repurchase or redemption, as provided under Section 174 of the DGCL; or

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•: for any transaction from which the director derived an improper personal benefit.

Any amendment, repeal or modification of these provisions will be prospective only and would not affect any limitation on liability of a director for acts or omissions that occurred prior to any such amendment, repeal or modification.

Our amended and restated bylaws will also provide that we will indemnify our directors and officers to the fullest extent permitted by Delaware law. Our amended and restated bylaws also will permit us to purchase insurance on behalf of any officer, director, employee or other agent for any liability arising out of that person's actions as our officer, director, employee or agent, regardless of whether Delaware law would permit indemnification. We intend to enter into indemnification agreements with each of our current and future directors and officers. These agreements will require us to indemnify these individuals to the fullest extent permitted under Delaware law against liability that may arise by reason of their service to us, and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified. We believe that the limitation of liability provision that will be in our amended and restated certificate of incorporation and the indemnification agreements will facilitate our ability to continue to attract and retain qualified individuals to serve as directors and officers.

Registration Rights

For a description of registration rights with respect to our Class A common stock, see the information under the heading "Certain Relationships and Related Party Transactions—Registration Rights Agreement."

Transfer Agent and Registrar

The transfer agent and registrar for our Class A common stock will be American Stock Transfer & Trust Company, LLC.

Listing

We have applied to list our Class A common stock for quotation on the NYSE under the symbol "RNGR."

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SHARES ELIGIBLE FOR FUTURE SALE

Prior to this offering, there has been no public market for our Class A common stock. Future sales of our Class A common stock in the public market, or the availability of such shares for sale in the public market, could adversely affect the market price of our Class A common stock prevailing from time to time. As described below, only a limited number of shares will be available for sale shortly after this offering due to contractual and legal restrictions on resale. Nevertheless, sales of a substantial number of shares of our Class A common stock in the public market after such restrictions lapse, or the perception that those sales may occur, could adversely affect the prevailing market price of our Class A common stock at such time and our ability to raise equity-related capital at a time and price we deem appropriate.

Sales of Restricted Shares

Upon the closing of this offering, we will have outstanding an aggregate of shares of Class A common stock. Of these shares, all of the shares of Class A common stock (or shares of Class A common stock if the underwriters' option to purchase additional shares is exercised) to be sold in this offering will be freely tradable without restriction or further registration under the Securities Act, unless the shares are held by any of our "affiliates" as such term is defined in Rule 144 under the Securities Act. All remaining shares of Class A common stock held by the Existing Owners will be deemed "restricted securities" as such term is defined under Rule 144. The restricted securities were issued and sold by us in private transactions and are eligible for public sale only if registered under the Securities Act or if they qualify for an exemption from registration under Rule 144 or Rule 701 under the Securities Act, which rules are summarized below.

Following this offering, under the Ranger LLC Agreement, each Ranger Unit Holder will, subject to certain limitations, have the right, pursuant to the Redemption Right, to cause Ranger LLC to acquire all or a portion of its Ranger Units (along with a corresponding number of shares of our Class B common stock) for, at Ranger LLC's election, (i) shares of our Class A common stock at a redemption ratio of one share of Class A common stock for each Ranger Unit redeemed, subject to conversion rate adjustments for stock splits, stock dividends, reclassification and other similar transactions, or (ii) cash in an amount equal to the Cash Election Value of such Class A common stock. Alternatively, upon the exercise of the Redemption Right, Ranger Inc. (instead of Ranger LLC) will have the right, pursuant to the Call Right, to acquire each tendered Ranger Unit directly from the redeeming Ranger Unit Holder for, at its election, (x) one share of Class A common stock or (y) cash in an amount equal to the value of a share of Class A common stock, based on a volume-weighted average price. In connection with any redemption of Ranger Units pursuant to the Redemption Right or our Call Right, the corresponding number of shares of Class B common stock will be cancelled. See "Certain Relationships and Related Party Transactions—Ranger LLC Agreement." The shares of Class A common stock we issue upon such redemptions would be "restricted securities" as defined in Rule 144 described below. However, upon the closing of this offering, we intend to enter into a registration rights agreement with the Ranger Unit Holders that will require us to register under the Securities Act these shares of Class A common stock. See "Certain Relationships and Related Party Transactions—Registration Rights Agreement."

As a result of the lock-up agreements described below and the provisions of Rule 144 and Rule 701 under the Securities Act, the shares of our Class A common stock (excluding the shares to be sold in this offering) that will be available for sale in the public market are as follows:

•: no shares will be eligible for sale on the date of this prospectus or prior to 180 days after the date of this prospectus; and

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•: shares will be eligible for sale upon the expiration of the lock-up agreements, beginning days after the date of this prospectus when permitted under Rule 144 or Rule 701.

Lock-up Agreements

We, all of our directors and officers and the selling shareholders have agreed not to sell any Class A common stock for a period of 180 days from the date of this prospectus, subject to certain exceptions and extensions. See "Underwriting" for a description of these lock-up provisions.

Rule 144

In general, under Rule 144 under the Securities Act as currently in effect, a person (or persons whose shares are aggregated) who is not deemed to have been an affiliate of ours at any time during the three months preceding a sale, and who has beneficially owned restricted securities within the meaning of Rule 144 for at least six months (including any period of consecutive ownership of preceding non-affiliated holders) would be entitled to sell those shares, subject only to the availability of current public information about us. A non-affiliated person (who has been unaffiliated for at least the past three months) who has beneficially owned restricted securities within the meaning of Rule 144 for at least one year would be entitled to sell those shares without regard to the provisions of Rule 144.

A person (or persons whose shares are aggregated) who is deemed to be an affiliate of ours and who has beneficially owned restricted securities within the meaning of Rule 144 for at least six months would be entitled to sell within any three-month period a number of shares that does not exceed the greater of one percent of the then outstanding shares of our Class A common stock or the average weekly trading volume of our Class A common stock reported through the NYSE during the four calendar weeks preceding the filing of notice of the sale. Such sales are also subject to certain manner of sale provisions, notice requirements and the availability of current public information about us.

Rule 701

In general, under Rule 701 under the Securities Act, any of our employees, directors, officers, consultants or advisors who purchase shares from us in connection with a compensatory stock or option plan or other written agreement before the effective date of this offering is entitled to sell such shares 90 days after the effective date of this offering in reliance on Rule 144, without having to comply with the holding period requirement of Rule 144 and, in the case of non-affiliates, without having to comply with the public information, volume limitation or notice filing provisions of Rule 144. The SEC has indicated that Rule 701 will apply to typical stock options granted by an issuer before it becomes subject to the reporting requirements of the Exchange Act, along with the shares acquired upon exercise of such options, including exercises after the date of this prospectus.

Stock Issued Under Employee Plans

We intend to file a registration statement on Form S-8 under the Securities Act to register stock issuable under our long-term incentive plan. This registration statement on Form S-8 is expected to be filed following the effective date of the registration statement of which this prospectus is a part and will be effective upon filing. Accordingly, shares registered under such registration statement will be available for sale in the open market following the effective date, unless such shares are subject to vesting restrictions with us or the lock-up restrictions described above.

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MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR NON-U.S. HOLDERS

The following is a summary of the material U.S. federal income tax considerations related to the purchase, ownership and disposition of our Class A common stock by a non-U.S. holder (as defined below), that holds our Class A common stock as a "capital asset" (generally property held for investment). This summary is based on the provisions of the Code, U.S. Treasury regulations, administrative rulings and judicial decisions, all as in effect on the date hereof, and all of which are subject to change, possibly with retroactive effect. We have not sought any ruling from the IRS with respect to the statements made and the conclusions reached in the following summary, and there can be no assurance that the IRS or a court will agree with such statements and conclusions.

This summary does not address all aspects of U.S. federal income taxation that may be relevant to non-U.S. holders in light of their personal circumstances. In addition, this summary does not address the Medicare tax on certain investment income, U.S. federal estate or gift tax laws, any state, local or non-U.S. tax laws or any tax treaties. This summary also does not address tax considerations applicable to investors that may be subject to special treatment under the U.S. federal income tax laws, such as:

•: banks, insurance companies or other financial institutions;
•: tax-exempt or governmental organizations;
•: qualified foreign pension funds (or any entities all of the interests of which are held by a qualified foreign pension fund);
•: dealers in securities or foreign currencies;
•: traders in securities that use the mark-to-market method of accounting for U.S. federal income tax purposes;
•: persons subject to the alternative minimum tax;
•: partnerships or other pass-through entities for U.S. federal income tax purposes or holders of interests therein;
•: persons deemed to sell our Class A common stock under the constructive sale provisions of the Code;
•: persons that acquired our Class A common stock through the exercise of employee stock options or otherwise as compensation or through a tax-qualified retirement plan;
•: certain former citizens or long-term residents of the United States; and
•: persons that hold our Class A common stock as part of a straddle, appreciated financial position, synthetic security, hedge, conversion transaction or other integrated investment or risk reduction transaction.

PROSPECTIVE INVESTORS ARE ENCOURAGED TO CONSULT THEIR TAX ADVISORS WITH RESPECT TO THE APPLICATION OF THE U.S. FEDERAL INCOME TAX LAWS TO THEIR PARTICULAR SITUATION, AS WELL AS ANY TAX CONSEQUENCES OF THE PURCHASE, OWNERSHIP AND DISPOSITION OF OUR CLASS A COMMON STOCK ARISING UNDER THE U.S. FEDERAL ESTATE OR GIFT TAX LAWS OR UNDER THE LAWS OF ANY STATE, LOCAL, NON-U.S. OR OTHER TAXING JURISDICTION OR UNDER ANY APPLICABLE INCOME TAX TREATY.

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Non-U.S. Holder Defined

For purposes of this discussion, a "non-U.S. holder" is a beneficial owner of our Class A common stock that is not for U.S. federal income tax purposes a partnership or any of the following:

•: an individual who is a citizen or resident of the United States;
•: a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia;
•: an estate the income of which is subject to U.S. federal income tax regardless of its source; or
•: a trust (i) the administration of which is subject to the primary supervision of a U.S. court and which has one or more United States persons who have the authority to control all substantial decisions of the trust or (ii) which has made a valid election under applicable U.S. Treasury regulations to be treated as a United States person.

If a partnership (including an entity or arrangement treated as a partnership for U.S. federal income tax purposes) holds our Class A common stock, the tax treatment of a partner in the partnership generally will depend upon the status of the partner, upon the activities of the partnership and upon certain determinations made at the partner level. Accordingly, we urge partners in partnerships (including entities or arrangements treated as partnerships for U.S. federal income tax purposes) considering the purchase of our Class A common stock to consult their tax advisors regarding the U.S. federal income tax considerations of the purchase, ownership and disposition of our Class A common stock by such partnership.

Distributions

As described in the section entitled "Dividend Policy," we do not plan to make any distributions on our Class A common stock in the foreseeable future. However, in the event we do make distributions of cash or other property on our Class A common stock, such distributions will constitute dividends for U.S. federal income tax purposes to the extent paid from our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. To the extent those distributions exceed our current and accumulated earnings and profits, the distributions will be treated as a non-taxable return of capital to the extent of the non-U.S. holder's tax basis in our Class A common stock and thereafter as capital gain from the sale or exchange of such Class A common stock. See "—Gain on Disposition of Class A Common Stock." Subject to the withholding requirements under FATCA (as defined below) and with respect to effectively connected dividends, each of which is discussed below, any distribution made to a non-U.S. holder on our Class A common stock generally will be subject to U.S. withholding tax at a rate of 30% of the gross amount of the distribution unless an applicable income tax treaty provides for a lower rate. To receive the benefit of a reduced treaty rate, a non-U.S. holder must provide the applicable withholding agent with an IRS Form W-8BEN or IRS Form W-8BEN-E (or other applicable or successor form) certifying qualification for the reduced rate.

Dividends paid to a non-U.S. holder that are effectively connected with a trade or business conducted by the non-U.S. holder in the United States (and, if required by an applicable income tax treaty, are treated as attributable to a permanent establishment maintained by the non-U.S. holder in the United States) generally will be taxed on a net income basis at the rates and in the manner generally applicable to United States persons (as defined under the Code). Such effectively connected dividends will not be subject to U.S. withholding tax if the non-U.S. holder satisfies certain certification requirements by providing the applicable withholding agent with a properly executed IRS Form W-8ECI certifying eligibility for exemption. If the non-U.S. holder is a corporation for U.S. federal income tax purposes, it may also be subject to a branch profits tax (at a 30% rate or such lower

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rate as specified by an applicable income tax treaty) on its effectively connected earnings and profits (as adjusted for certain items), which will include effectively connected dividends.

Gain on Disposition of Class A Common Stock

Subject to the discussion below under "—Backup Withholding and Information Reporting" and "—Additional Withholding Requirements under FATCA," a non-U.S. holder generally will not be subject to U.S. federal income tax on any gain realized upon the sale or other disposition of our Class A common stock unless:

•: the non-U.S. holder is an individual who is present in the United States for a period or periods aggregating 183 days or more during the calendar year in which the sale or disposition occurs and certain other conditions are met;
•: the gain is effectively connected with a trade or business conducted by the non-U.S. holder in the United States (and, if required by an applicable income tax treaty, is attributable to a permanent establishment maintained by the non-U.S. holder in the United States); or
•: our Class A common stock constitutes a United States real property interest by reason of our status as a United States real property holding corporation ("USRPHC") for U.S. federal income tax purposes during the shorter of the five-year period ending on the date of the disposition or the non-U.S. holder's holding period for our common stock.

A non-U.S. holder described in the first bullet point above will be subject to U.S. federal income tax at a rate of 30% (or such lower rate as specified by an applicable income tax treaty) on the amount of such gain, which generally may be offset by U.S. source capital losses.

A non-U.S. holder whose gain is described in the second bullet point above or, subject to the exceptions described in the next paragraph, the third bullet point above generally will be taxed on a net income basis at the rates and in the manner generally applicable to United States persons (as defined under the Code) unless an applicable income tax treaty provides otherwise. If the non-U.S. holder is a corporation for U.S. federal income tax purposes whose gain is described in the second bullet point above, then such gain would also be included in its effectively connected earnings and profits (as adjusted for certain items), which may be subject to a branch profits tax (at a 30% rate or such lower rate as specified by an applicable income tax treaty).

Generally, a corporation is a USRPHC if the fair market value of its United States real property interests equals or exceeds 50% of the sum of the fair market value of its worldwide real property interests and its other assets used or held for use in a trade or business. We believe that we currently are not a USRPHC for U.S. federal income tax purposes, and we do not expect to become a USRPHC for the foreseeable future. However, in the event that we become a USRPHC, as long as our Class A common stock is and continues to be regularly traded on an established securities market, only a non-U.S. holder that actually or constructively owns, or owned at any time during the shorter of the five-year period ending on the date of the disposition or the non-U.S. holder's holding period for the Class A common stock, more than 5% of our Class A common stock will be taxable on gain realized on the disposition of our Class A common stock as a result of our status as a USRPHC. If we were to become a USRPHC and our Class A common stock were not considered to be regularly traded on an established securities market, such holder (regardless of the percentage of stock owned) would be subject to U.S. federal income tax on a taxable disposition of our Class A common stock (as described in the preceding paragraph), and a 15% withholding tax would apply to the gross proceeds from such disposition.

Non-U.S. holders should consult their tax advisors with respect to the application of the foregoing rules to their ownership and disposition of our Class A common stock.

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Backup Withholding and Information Reporting

Any dividends paid to a non-U.S. holder must be reported annually to the IRS and to the non-U.S. holder. Copies of these information returns may be made available to the tax authorities in the country in which the non-U.S. holder resides or is established. Payments of dividends to a non-U.S. holder generally will not be subject to backup withholding if the non-U.S. holder establishes an exemption by properly certifying its non-U.S. status on an IRS Form W-8BEN, IRS Form W-8BEN-E (or other applicable or successor form).

Payments of the proceeds from a sale or other disposition by a non-U.S. holder of our Class A common stock effected by or through a U.S. office of a broker generally will be subject to information reporting and backup withholding (at the applicable rate) unless the non-U.S. holder establishes an exemption by properly certifying its non-U.S. status on an IRS Form W-8BEN or IRS Form W-8BEN-E (or other applicable or successor form) and certain other conditions are met. Information reporting and backup withholding generally will not apply to any payment of the proceeds from a sale or other disposition of our Class A common stock effected outside the United States by a non-U.S. office of a broker. However, unless such broker has documentary evidence in its records that the non-U.S. holder is not a United States person and certain other conditions are met, or the non-U.S. holder otherwise establishes an exemption, information reporting will apply to a payment of the proceeds of the disposition of our Class A common stock effected outside the United States by such a broker if it has certain relationships within the United States.

Backup withholding is not an additional tax. Rather, the U.S. income tax liability (if any) of persons subject to backup withholding will be reduced by the amount of tax withheld. If backup withholding results in an overpayment of taxes, a refund may be obtained, provided that the required information is timely furnished to the IRS.

Additional Withholding Requirements under FATCA

Sections 1471 through 1474 of the Code, and the U.S. Treasury regulations and administrative guidance issued thereunder ("FATCA"), impose a 30% withholding tax on any dividends paid on our Class A common stock and on the gross proceeds from a disposition of our Class A common stock (if such disposition occurs after December 31, 2018), in each case if paid to a "foreign financial institution" or a "non-financial foreign entity" (each as defined in the Code) (including, in some cases, when such foreign financial institution or non-financial foreign entity is acting as an intermediary), unless (i) in the case of a foreign financial institution, such institution enters into an agreement with the U.S. government to withhold on certain payments, and to collect and provide to the U.S. tax authorities substantial information regarding U.S. account holders of such institution (which includes certain equity and debt holders of such institution, as well as certain account holders that are non-U.S. entities with U.S. owners); (ii) in the case of a non-financial foreign entity, such entity certifies that it does not have any "substantial United States owners" (as defined in the Code) or provides the applicable withholding agent with a certification identifying the direct and indirect substantial United States owners of the entity (in either case, generally on an IRS Form W-8BEN-E); or (iii) the foreign financial institution or non-financial foreign entity otherwise qualifies for an exemption from these rules and provides appropriate documentation (such as an IRS Form W-8BEN-E). Foreign financial institutions located in jurisdictions that have an intergovernmental agreement with the United States governing these rules may be subject to different rules. Under certain circumstances, a holder might be eligible for refunds or credits of such taxes. Non-U.S. holders are encouraged to consult their own tax advisors regarding the effects of FATCA on their investment in our Class A common stock.

INVESTORS CONSIDERING THE PURCHASE OF OUR CLASS A COMMON STOCK ARE URGED TO CONSULT THEIR OWN TAX ADVISORS REGARDING THE APPLICATION OF THE U.S. FEDERAL INCOME TAX LAWS TO THEIR PARTICULAR SITUATIONS AND THE APPLICABILITY AND EFFECT OF U.S. FEDERAL ESTATE AND GIFT TAX LAWS AND ANY STATE, LOCAL OR NON-U.S. TAX LAWS AND TAX TREATIES.

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CERTAIN ERISA CONSIDERATIONS

The following is a summary of certain considerations associated with the acquisition and holding of shares of common stock by employee benefit plans that are subject to Title I of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), plans, individual retirement accounts and other arrangements that are subject to Section 4975 of the Code or employee benefit plans that are governmental plans (as defined in Section 3(32) of ERISA), certain church plans (as defined in Section 3(33) of ERISA), non-U.S. plans (as described in Section 4(b)(4) of ERISA) or other plans that are not subject to the foregoing but may be subject to provisions under any other federal, state, local, non-U.S. or other laws or regulations that are similar to such provisions of ERISA or the Code (collectively, "Similar Laws"), and entities whose underlying assets are considered to include "plan assets" of any such plan, account or arrangement (each, a "Plan").

This summary is based on the provisions of ERISA and the Code (and related regulations and administrative and judicial interpretations) as of the date of this registration statement. This summary does not purport to be complete, and no assurance can be given that future legislation, court decisions, regulations, rulings or pronouncements will not significantly modify the requirements summarized below. Any of these changes may be retroactive and may thereby apply to transactions entered into prior to the date of their enactment or release. This discussion is general in nature and is not intended to be all inclusive, nor should it be construed as investment or legal advice.

General Fiduciary Matters

ERISA and the Code impose certain duties on persons who are fiduciaries of a Plan subject to Title I of ERISA or Section 4975 of the Code (an "ERISA Plan") and prohibit certain transactions involving the assets of an ERISA Plan and its fiduciaries or other interested parties. Under ERISA and the Code, any person who exercises any discretionary authority or control over the administration of an ERISA Plan or the management or disposition of the assets of an ERISA Plan, or who renders investment advice for a fee or other compensation to an ERISA Plan, is generally considered to be a fiduciary of the ERISA Plan.

In considering an investment in shares of common stock with a portion of the assets of any Plan, a fiduciary should consider the Plan's particular circumstances and all of the facts and circumstances of the investment and determine whether the acquisition and holding of shares of common stock is in accordance with the documents and instruments governing the Plan and the applicable provisions of ERISA, the Code, or any Similar Law relating to the fiduciary's duties to the Plan, including, without limitation:

•: whether the investment is prudent under Section 404(a)(1)(B) of ERISA and any other applicable Similar Laws;
•: whether, in making the investment, the ERISA Plan will satisfy the diversification requirements of Section 404(a)(1)(C) of ERISA and any other applicable Similar Laws;
•: whether the investment is permitted under the terms of the applicable documents governing the Plan;
•: whether the acquisition or holding of the shares of common stock will constitute a "prohibited transaction" under Section 406 of ERISA or Section 4975 of the Code (please see discussion under "—Prohibited Transaction Issues" below); and
•: whether the Plan will be considered to hold, as plan assets, (i) only shares of common stock or (ii) an undivided interest in our underlying assets (please see the discussion under "—Plan Asset Issues" below).

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Prohibited Transaction Issues

Section 406 of ERISA and Section 4975 of the Code prohibit ERISA Plans from engaging in specified transactions involving plan assets with persons or entities who are "parties in interest," within the meaning of ERISA, or "disqualified persons," within the meaning of Section 4975 of the Code, unless an exemption is available. A party in interest or disqualified person who engages in a non-exempt prohibited transaction may be subject to excise taxes and other penalties and liabilities under ERISA and the Code. In addition, the fiduciary of the ERISA Plan that engages in such a non-exempt prohibited transaction may be subject to excise taxes, penalties and liabilities under ERISA and the Code. The acquisition and/or holding of shares of common stock by an ERISA Plan with respect to which the issuer or an underwriter is considered a party in interest or a disqualified person may constitute or result in a direct or indirect prohibited transaction under Section 406 of ERISA and/or Section 4975 of the Code, unless the investment is acquired and is held in accordance with an applicable statutory, class or individual prohibited transaction exemption.

Because of the foregoing, shares of common stock should not be acquired or held by any person investing "plan assets" of any Plan, unless such acquisition and holding will not constitute a non-exempt prohibited transaction under ERISA and the Code or a similar violation of any applicable Similar Laws.

Plan Asset Issues

Additionally, a fiduciary of a Plan should consider whether the Plan will, by investing in us, be deemed to own an undivided interest in our assets, with the result that we would become a fiduciary of the Plan and our operations would be subject to the regulatory restrictions of ERISA, including its prohibited transaction rules, as well as the prohibited transaction rules of the Code and any other applicable Similar Laws.

The Department of Labor (the "DOL") regulations provide guidance with respect to whether the assets of an entity in which ERISA Plans acquire equity interests would be deemed "plan assets" under some circumstances. Under these regulations, an entity's assets generally would not be considered to be "plan assets" if, among other things:

(a): the equity interests acquired by ERISA Plans are "publicly-offered securities" (as defined in the DOL regulations)—i.e., the equity interests are part of a class of securities that is widely held by 100 or more investors independent of the issuer and each other, are freely transferable, and are either registered under certain provisions of the federal securities laws or sold to the ERISA Plan as part of a public offering under certain conditions;
(b): the entity is an "operating company" (as defined in the DOL regulations)—i.e., it is primarily engaged in the production or sale of a product or service, other than the investment of capital, either directly or through a majority-owned subsidiary or subsidiaries; or
(c): there is no significant investment by "benefit plan investors" (as defined in the DOL regulations)—i.e., immediately after the most recent acquisition by an ERISA Plan of any equity interest in the entity, less than 25% of the total value of each class of equity interest (disregarding certain interests held by persons (other than benefit plan investors) with discretionary authority or control over the assets of the entity or who provide investment advice for a fee (direct or indirect) with respect to such assets, and any affiliates thereof) is held by ERISA Plans, IRAs and certain other Plans (but not including governmental plans, foreign plans and certain church plans), and entities whose underlying assets are deemed to include plan assets by reason of a Plan's investment in the entity.

Due to the complexity of these rules and the excise taxes, penalties and liabilities that may be imposed upon persons involved in non-exempt prohibited transactions, it is particularly important that

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fiduciaries, or other persons considering acquiring and/or holding shares of our common stock on behalf of, or with the assets of, any Plan, consult with their counsel regarding the potential applicability of ERISA, Section 4975 of the Code and any Similar Laws to such investment and whether an exemption would be applicable to the acquisition and holding of shares of common stock. Purchasers of shares of common stock have the exclusive responsibility for ensuring that their acquisition and holding of shares of common stock complies with the fiduciary responsibility rules of ERISA and does not violate the prohibited transaction rules of ERISA, the Code or applicable Similar Laws. The sale of shares of common stock to a Plan is in no respect a representation by us or any of our affiliates or representatives that such an investment meets all relevant legal requirements with respect to investments by any such Plan or that such investment is appropriate for any such Plan.

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UNDERWRITING

Under the terms and subject to the conditions contained in an underwriting agreement dated , 2017, among us, the selling shareholders and the representatives, we have agreed to sell to the underwriters named below, for whom Credit Suisse Securities (USA) LLC, Piper Jaffray & Co. and Wells Fargo Securities, LLC are acting as representatives, and the underwriters have severally agreed to purchase from us the following respective numbers of shares of Class A common stock:

Underwriters		Number of Shares

Credit Suisse Securities (USA) LLC
Piper Jaffray & Co.
Wells Fargo Securities, LLC
Barclays Capital Inc.



Total

The underwriting agreement provides that the underwriters are obligated, severally and not jointly, to purchase all the shares of Class A common stock in this offering if any are purchased, other than those shares covered by the option described below. The underwriting agreement also provides that if an underwriter defaults, the purchase commitments of non-defaulting underwriters may be increased or the offering may be terminated.

We and the selling shareholders have granted the underwriters a 30-day option to purchase up to additional shares of our Class A common stock at the initial public offering price less the underwriting discounts and commissions. The option may be exercised solely to cover any over-allotments of common stock.

Prior to this offering, there has been no public market for our Class A common stock. The initial public offering price has been negotiated between us, the selling shareholders and the representatives of the underwriters. The factors that were considered in these negotiations were:

•: the history of, and prospects for, us and the industry in which we compete;
•: our past and present financial performance;
•: an assessment of our management;
•: the present state of our development;
•: the prospects for our future earnings;
•: the prevailing conditions of the applicable United States securities market at the time of this offering; and
•: market valuations of publicly traded common stock of companies that we and the representatives of the underwriters believe to be comparable to us.

The underwriters are offering the shares, subject to prior sale, when, as and if issued to and accepted by them, subject to approval of legal matters by their counsel including the validity of the shares, and subject to other conditions contained in the underwriting agreement, such as the receipt by the underwriters of officer's certificates and legal opinions. The offering of the shares of our Class A common stock by the underwriters is subject to receipt and acceptance and subject to the underwriters' right to reject any order in whole or in part.

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The underwriters propose to offer the shares of Class A common stock initially at the initial public offering price set forth on the cover page of this prospectus and to selling group members at that price less a selling concession of $ per share. The underwriters and selling group members may allow a discount of $ per share on sales to other broker/dealers. After the initial offering of the shares of Class A common stock, the underwriters may change the initial public offering price and concession and discount to broker/dealers. Sales of shares of Class A common stock made outside of the United States may be made by affiliates of the underwriters.

The following table shows the public offering price, underwriting discounts and commissions, proceeds before expenses to us and proceeds before expenses to the selling shareholders. The information assumes either no exercise or full exercise by the underwriters of their option to purchase additional shares.

	Per Share	No Exercise		Full Exercise

Public offering price	$	$		$
Underwriting discounts and commissions paid by us
Underwriting discounts and commissions paid by selling shareholders			—
Proceeds, before expenses, to us
Proceeds to selling shareholders			—

In addition to the underwriting discounts and commissions to be paid by us, we have agreed to reimburse the underwriters for certain of their out-of-pocket expenses, including expenses in connection with any required review of the terms of the directed share program and the qualification of the offering with the Financial Industry Regulatory Authority, or FINRA, by counsel to the underwriters, incurred in connection with this offering, which we estimate to be approximately $ . In addition, we have agreed to pay certain expenses incurred by the selling shareholders in connection with this offering, other than the underwriting discounts and commissions. We estimate that the total expenses of the offering payable by us, other than underwriting discounts and commissions, will be approximately $ million.

The representatives have informed us that they do not expect sales to accounts over which the underwriters have discretionary authority to exceed 5% of the shares of Class A common stock being offered.

In connection with this offering, we agreed that, subject to certain exceptions, we will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, or file with the SEC a registration statement under the Securities Act relating to, any shares of our Class A common stock or securities convertible into or exchangeable or exercisable for any shares of our Class A common stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, without the prior written consent of for a period of 180 days after the date of this prospectus. Notwithstanding the foregoing, the restrictions set forth above shall not apply to any transfer in connection with, and as contemplated by, this offering or the reorganization transactions described under "Corporate Reorganization."

Further, each of our officers and directors and the selling shareholders have agreed in connection with this offering that, subject to certain exceptions, they will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any shares of our Class A common stock or securities convertible into or exchangeable or exercisable for any shares of our Class A common stock, enter into a transaction that would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of our Class A common stock, whether any of these transactions are to be settled by delivery of our Class A common stock or other securities, in cash or otherwise, or publicly disclose the intention to make any offer, sale, pledge

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or disposition, or to enter into any transaction, swap, hedge or other arrangement, without, in each case, the prior written consent of for a period of 180 days after the date of this prospectus. Notwithstanding the foregoing, the restrictions set forth above shall not apply to any transfer in connection with, and as contemplated by, this offering or the reorganization transactions described under "Corporate Reorganization."

, in its sole discretion, may release the Class A common stock and other securities subject to the lock-up agreements described above in whole or in part at any time. When determining whether or not to release the Class A common stock and other securities from lock-up agreements, may consider, among other factors, the holder's reasons for requesting the release, the number of shares of Class A common stock or other securities for which the release is being requested and market conditions at the time.

We and the selling shareholders have agreed to indemnify the several underwriters against certain liabilities under the Securities Act, or contribute to payments that the underwriters may be required to make in that respect.

We have applied to have our Class A common stock listed on the NYSE under the symbol "RNGR."

The underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, investment research, principal investment hedging, financing and brokerage activities. Certain of the underwriters and their respective affiliates may from time to time perform various financial advisory, commercial banking and investment banking services for us and for our affiliates in the ordinary course of business for which they have received and would receive customary compensation.

In the ordinary course of their various business activities, the underwriters and their respective affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers, and such investments and securities activities may involve long or short positions in securities and/or instruments of the issuer.

The underwriters and their respective affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities or instruments and may at any time hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.

In connection with the offering the underwriters may engage in stabilizing transactions, over-allotment transactions, syndicate covering transactions, penalty bids and passive market making in accordance with Regulation M under the Exchange Act.

•: Stabilizing transactions permit bids to purchase the underlying security so long as the stabilizing bids do not exceed a specified maximum.
•: Over-allotment involves sales by the underwriters of shares in excess of the number of shares the underwriters are obligated to purchase, which creates a syndicate short position. The short position may be either a covered short position or a naked short position. In a covered short position, the number of shares over-allotted by the underwriters is not greater than the number of shares that they may purchase in their option to purchase additional shares. In a naked short position, the number of shares involved is greater than the number of shares in their option to purchase additional shares. The underwriters may close out any covered short position by either exercising their option to purchase additional shares and/or purchasing shares in the open market.

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•: Syndicate covering transactions involve purchases of the Class A common stock in the open market after the distribution has been completed in order to cover syndicate short positions. In determining the source of shares to close out the short position, the underwriters will consider, among other things, the price of shares available for purchase in the open market as compared to the price at which they may purchase shares through the over-allotment option. If the underwriters sell more shares than could be covered by the over-allotment option, a naked short position, the position can only be closed out by buying shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there could be downward pressure on the price of the shares in the open market after pricing that could adversely affect investors who purchase in the offering.
•: Penalty bids permit the representative to reclaim a selling concession from a syndicate member when the Class A common stock originally sold by the syndicate member is purchased in a stabilizing or syndicate covering transaction to cover syndicate short positions.
•: In passive market making, market makers in the Class A common stock who are underwriters or prospective underwriters may, subject to limitations, make bids for or purchases of our Class A common stock until the time, if any, at which a stabilizing bid is made.

These stabilizing transactions, over-allotment transactions, syndicate covering transactions and penalty bids may have the effect of raising or maintaining the market price of our Class A common stock or preventing or retarding a decline in the market price of the Class A common stock. As a result the price of our Class A common stock may be higher than the price that might otherwise exist in the open market. These transactions may be effected on the NYSE or otherwise and, if commenced, may be discontinued at any time.

A prospectus in electronic format may be made available on the web sites maintained by one or more of the underwriters, or selling group members, if any, participating in this offering and one or more of the underwriters participating in this offering may distribute prospectuses electronically. The representatives may agree to allocate a number of shares to underwriters and selling group members for sale to their online brokerage account holders. Internet distributions will be allocated by the underwriters and selling group members that will make internet distributions on the same basis as other allocations.

Other than in the United States, no action has been taken by us or the underwriters that would permit a public offering of the securities offered by this prospectus in any jurisdiction where action for that purpose is required. The securities offered by this prospectus may not be offered or sold, directly or indirectly, nor may this prospectus or any other offering material or advertisements in connection with the offer and sale of any such securities be distributed or published in any jurisdiction, except under circumstances that will result in compliance with the applicable rules and regulations of that jurisdiction. Persons into whose possession this prospectus comes are advised to inform themselves about and to observe any restrictions relating to the offering and the distribution of his prospectus. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities offered by this prospectus in any jurisdiction in which such an offer or a solicitation is unlawful.

Directed Share Program

At our request, the underwriters have reserved up to % of the shares for sale at the initial public offering price to persons who are directors, officers or employees, or who are otherwise associated with us through a directed share program. The number of shares available for sale to the general public will be reduced by the number of directed shares purchased by participants in the program. Except for certain of our officers, directors and employees who have entered into lock-up agreements, each person buying shares through the directed share program has agreed that, for a period of 180 days from the date of this prospectus, he or she will not, without the prior written

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consent of , dispose of or hedge any shares purchased in the program or any securities convertible into or exchangeable or redeemable for our Class A common stock with respect to shares purchased in the program. For certain officers, directors and employees purchasing shares through the directed share program, the lock-up agreements described above with respect to the underwriting agreement shall govern with respect to their purchases. Any directed shares not purchased will be offered by the underwriters to the general public on the same basis as all other shares offered. We have agreed to indemnify the underwriters against certain liabilities and expenses, including liabilities under the Securities Act, in connection with the sales of the directed shares.

Selling Restrictions

Canada

The shares may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the shares must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws.

Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this prospectus (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser's province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser's province or territory for particulars of these rights or consult with a legal advisor.

Pursuant to section 3A.3 of National Instrument 33-105 Underwriting Conflicts (NI 33-105), the underwriters are not required to comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this offering.

EEA restriction

In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each such Member State, a "Relevant Member State"), each underwriter represents and agrees that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the "Relevant Implementation Date") it has not made and will not make an offer of shares to the public in that Relevant Member State prior to the publication of a prospectus in relation to the shares that has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus directive, except that it may, with effect from and including the Relevant Implementation Date, make an offer for the shares to the public in that Relevant Member State at any time:

(a): to any legal entity which is a qualified investor as defined in the Prospectus Directive;
(b): to fewer than 100, or, if the Relevant Member State has implemented the relevant provisions of the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive), subject to obtaining the prior consent of the representatives for any such offer; or
(c): in any other circumstances falling within Article 3(2) of the Prospectus Directive;

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provided, that no such offer of shares referred to in (a) to (c) above shall result in a requirement for us or any representative to publish a prospectus pursuant to Article 3 of the Prospectus Directive, or supplement a prospectus pursuant to Article 16 of the Prospectus Directive.

For the purposes of this provision, the expression an "offer to the public" in relation to any shares in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and any shares to be offered so as to enable an investor to decide to purchase any shares, as the same may be varied in such Relevant Member State by any measure implementing the Prospectus Directive in that Member State, the expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in each Relevant Member State and the expression "2010 PD Amending Directive" means Directive 2010/73/EU.

United Kingdom

Each underwriter severally represents and agrees that:

(a) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000 (the "FSMA")) received by it in connection with the issue or sale of the shares in circumstances in which Section 21(1) of the FSMA does not apply to us; and

(b) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the shares in, from or otherwise involving the United Kingdom.

Notice to United Kingdom Investors

This prospectus is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) high net worth companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). The shares are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such shares will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.

Hong Kong

The shares may not be offered or sold by means of any document other than (i) in circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap. 32, Laws of Hong Kong), or (ii) to "professional investors" within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder, or (iii) in other circumstances which do not result in the document being a "prospectus" within the meaning of the Companies Ordinance (Cap. 32, Laws of Hong Kong), and no advertisement, invitation or document relating to the shares may be issued or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the laws of Hong Kong) other than with respect to shares which are or are intended to be disposed of only to persons outside Hong Kong or only to "professional investors" within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder.

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Singapore

This prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the shares may not be circulated or distributed, nor may the shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the "SFA"), (ii) to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

Where the shares are subscribed or purchased under Section 275 by a relevant person which is: (a) a corporation (which is not an accredited investor) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or (b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary is an accredited investor, shares, debentures and units of shares and debentures of that corporation or the beneficiaries' rights and interest in that trust shall not be transferable for 6 months after that corporation or that trust has acquired the shares under Section 275 except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA; (2) where no consideration is given for the transfer; or (3) by operation of law.

Japan

The securities have not been and will not be registered under the Financial Instruments and Exchange Law of Japan (Law No. 25 of 1948, as amended), and accordingly, will not be offered or sold, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organized under the laws of Japan), or to others for re-offering or resale, directly or indirectly, in Japan or to a resident of Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Financial Instruments and Exchange Law and any other applicable laws, regulations and ministerial guidelines promulgated by relevant Japanese governmental or regulatory authorities in effect at the relevant time.

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LEGAL MATTERS

The validity of our Class A common stock offered by this prospectus will be passed upon for us and the selling shareholders by Vinson & Elkins L.L.P., Houston, Texas. The underwriters have been represented by Cravath, Swaine & Moore LLP, New York, New York.

EXPERTS

The balance sheet of Ranger Inc. as of March 1, 2017, included in this prospectus and in the registration statement, has been so included in reliance on the report of BDO USA, LLP, an independent registered public accounting firm, appearing elsewhere herein and in the registration statement, given on the authority of said firm as experts in auditing and accounting.

The combined consolidated financial statements of the Predecessor as of December 31, 2016 and 2015 and for the years then ended, except as they relate to Torrent Services, included in this prospectus and in the registration statement, have been so included in reliance on the report of BDO USA, LLP, an independent registered public accounting firm, appearing elsewhere herein and in the registration statement, given on the authority of said firm as experts in auditing and accounting.

The financial statements of Torrent Services as of December 31, 2016 and 2015 and for the years then ended, not separately presented in this prospectus, have been audited by Whitley Penn LLP, an independent registered public accounting firm, whose report thereon appears herein. The combined consolidated financial statements of the Predecessor, included in this prospectus and in the registration statement, to the extent they relate to Torrent Services, have been so included in reliance on the report of such independent registered public accounting firm given on the authority of said firm as experts in auditing and accounting.

The consolidated financial statements of Magna Energy Services, LLC as of and for the years ended December 31, 2015 and 2014, included in this prospectus and in the registration statement, have been audited by Hein & Associates LLP, independent auditors, as stated in their report thereon and have been included in this prospectus and registration statement in reliance on such report and upon the authority of such firm as experts in accounting and auditing.

The financial statements of Bayou Workover Services LLC as of December 31, 2015 and for the period from January 1, 2016 through October 3, 2016 and the year ended December 31, 2015, included in this prospectus and in the registration statement, have been so included in reliance on the report of BDO USA, LLP, an independent auditor, appearing elsewhere herein and in the registration statement, given on the authority of said firm as experts in auditing and accounting.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC a registration statement on Form S-1 (including the exhibits, schedules and amendments thereto) under the Securities Act, with respect to the shares of our Class A common stock offered hereby. This prospectus does not contain all of the information set forth in the registration statement and the exhibits and schedules thereto. For further information with respect to us and the Class A common stock offered hereby, we refer you to the registration statement and the exhibits and schedules filed therewith. Statements contained in this prospectus as to the contents of any contract, agreement or any other document are summaries of the material terms of this contract, agreement or other document. With respect to each of these contracts, agreements or other documents filed as an exhibit to the registration statement, reference is made to the exhibits for a more complete description of the matter involved. A copy of the registration statement, and the exhibits and schedules thereto, may be inspected without charge at the Public Reference Room of the SEC at 100 F Street N.E., Washington, DC 20549. Copies of these materials may be obtained from such office, upon payment of a duplicating fee. Please call the SEC at 1-800-SEC-0330 for further information on

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the operation of the Public Reference Room. The SEC maintains a website at www.sec.gov that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC.

As a result of this offering, we will become subject to full information reporting requirements of the Exchange Act. We will fulfill our obligations with respect to such requirements by filing periodic reports and other information with the SEC. We intend to furnish our shareholders with annual reports containing financial statements certified by an independent public accounting firm.

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GLOSSARY OF CERTAIN INDUSTRY TERMS

Artificial Lift: Any production system that adds energy to the fluid column in a wellbore with the objective of initiating and enhancing production from the well. Artificial lift systems use a range of operating principles and equipment, including rod pumping systems, gas lift and electric submersible pumps, to enhance the production rate of a crude oil or natural gas well.

Coiled Tubing: A continuous length of alloy carbon-steel tubing that can be spooled on a reel for transport and subsequently deployed into a wellbore for the placement of fluids or manipulation of downhole tools during well servicing operations. The process of spooling and straightening a coiled tubing string imparts a high degree of fatigue to the tube material, which results in coiled tubing strings being regarded as a consumable product with a finite service life.

Decommissioning: The process at the end of a well's life involving the shutdown of production, removal of installed equipment and safe plugging of the wellbore to eliminate the potential for contamination.

Drilled but Uncompleted ("DUC") Well: A well that has been drilled but has not yet been completed. DUC wells provide an inventory of drilled wells to be brought online relatively quickly during favorable commodity price environments.

Horizontal Drilling: A subset of the more general term "directional drilling," used where the departure of the wellbore from vertical exceeds approximately 80 degrees. A horizontally drilled well typically penetrates a greater length of the reservoir and can offer significant production improvement versus a vertical well.

Hydraulic Catwalks: A long, rectangular platform approximately three feet (0.9 meters) high, usually made of steel and located adjacent to the rig's work floor. This platform is used as a staging area for rig and downhole equipment, including components that are about to be picked up and run into the well or components that have been pulled out of the well and are being laid down.

Mast: The upright structure on a rig, usually rectangular or trapezoidal in shape, used to support the string of tubular equipment and downhole systems that are pulled out or run into a wellbore.

Mast Rating: The maximum load rating of a well service rig, as stipulated by the manufacturer of the well service rig and industry standards. A mast is the structure on a well service rig that supports the surface load hoisting for well service rig activities. This structure allows the tubing string and other equipment to be lifted above the rig floor as it is being lowered into or pulled out of a well.

Mechanical Refrigeration Unit ("MRU"): Field equipment that is used to carry out the mechanical process of condensing heavier hydrocarbons from an inlet natural gas stream produced from an oil or natural gas well. MRUs utilize a heat integration system that cools the inlet gas stream and separates the stable hydrocarbon liquid product from the processed residue gas stream.

Natural Gas Liquids ("NGLs"): A natural gas liquid that can be separated from raw natural gas streams produced from an oil or natural gas well. This separation occurs in a field facility or in a gas processing plant through absorption, condensation or other separation methods. NGLs can be classified according to their vapor pressures as low (condensate), intermediate (natural gasoline) and high (liquefied petroleum gas) vapor pressure liquids.

Plugging and Abandonment: The process of preparing non-economic oil and natural gas wells to be shut in and permanently or temporarily sealed, often utilizing a well service rig along with wireline and cementing equipment.

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Snubbing: The process of forcing a pipe or tubular equipment into a well against wellbore pressure. Snubbing is utilized as a well intervention technique in live producing wells, and utilizes specialized equipment designed to apply the necessary forces while supporting the tubing and safely containing wellbore pressure and fluids.

Volatile Organic Compounds ("VOC"): Refers to a range of organic compounds, including certain hydrocarbons, that evaporate or vaporize readily at ambient temperature or pressure conditions. Some VOCs are harmful to human health and are subject to regulations.

Well Completion: Broad term encompassing a range of activities and equipment required to advance a drilled well into the production phase. Well completion activities include the assembly and deployment of downhole tubular equipment, wellbore stimulation processes such as hydraulic fracturing and the installation of artificial lift equipment.

Well Control: Well control is the technique used in oil and natural gas operations such as drilling, well workover, and well completions, to maintain the hydrostatic pressure of the wellbore fluid column and formation pressure to prevent influx of formation fluids (oil, natural gas and water contained within the geological formation) into the wellbore. The industry also requires the use of blowout prevention equipment as a secondary barrier for well control.

Well Killing: The process used to stop a well from flowing or having the ability to flow. Kill procedures typically involve a combination of removing existing oil or natural gas from the wellbore through circulation and pumping higher density fluid into the wellbore to prevent further influx of oil or natural gas from the geological formation.

Wellbore: With regards to an oil or natural gas well, the wellbore refers to the drilled hole or borehole, including the open-hole or uncased portion of the well.

Wellhead: A wellhead is the component at the surface of an oil or natural gas well that provides the structural and pressure-containing interface for the drilling and production equipment. The primary purpose of a wellhead is to provide the suspension point and pressure seals for the casing strings that run from the bottom of the borehole section to the surface pressure control equipment.

Wireline: Refers to cabling technology used by operators of oil and natural gas wells to lower equipment or measurement devices into the well for the purposes of well servicing, reservoir evaluation and pipe recovery.

Work Floor: Also known as rig floor, the work floor is a platform on a well service rig from which the rig crew conducts well servicing operations, including the making up tubular equipment, lowering and installation of such equipment in the wellbore, maintenance of downhole equipment and removal of installed equipment from a well.

Workover: The process of performing complex repairs or modifications on an oil or natural gas well. Workover operations include major subsurface repairs such as repair or replacement of well casing, recovery or replacement of tubing and removal of foreign objects from the wellbore.

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INDEX TO FINANCIAL STATEMENTS

		Page

Ranger Energy Services, Inc.
Unaudited Pro Forma Condensed Balance Sheet as of March 31, 2017			F-5
Unaudited Pro Forma Condensed Statement of Operations for the Three Months Ended March 31, 2017			F-6
Unaudited Pro Forma Condensed Statement of Operations for the Year Ended December 31, 2016			F-7
Notes to Unaudited Pro Forma Condensed Financial Statements			F-8
Report of Independent Registered Public Accounting Firm			F-11
Balance Sheet as of March 1, 2017			F-12
Notes to Balance Sheet			F-13
Predecessor
Unaudited Condensed Combined Consolidated Balance Sheets as of December 31, 2016 and March 31, 2017			F-14
Unaudited Condensed Combined Consolidated Statements of Operations for the Three Months ended March 31, 2016 and 2017			F-15
Unaudited Condensed Combined Consolidated Statement of Net Parent Investment for the Three Months ended March 31, 2017			F-16
Unaudited Condensed Combined Consolidated Statements of Cash Flows for the Three Months ended March 31, 2016 and 2017			F-17
Notes to Unaudited Condensed Combined Consolidated Financial Statements			F-18
Report of Independent Registered Public Accounting Firm			F-31
Report of Independent Registered Public Accounting Firm			F-32
Combined Consolidated Balance Sheets as of December 31, 2015 and 2016			F-33
Combined Consolidated Statements of Operations for the Years ended December 31, 2015 and 2016			F-34
Combined Consolidated Statements of Net Parent Investment for the Years ended December 31, 2015 and 2016			F-35
Combined Consolidated Statements of Cash Flows for the Years ended December 31, 2015 and 2016			F-36
Notes to Combined Consolidated Financial Statements			F-37
Magna Energy Services, LLC
Independent Auditor's Report			F-54
Consolidated Balance Sheets as of December 31, 2015 and 2014			F-55
Consolidated Statements of Operations for the Years Ended December 31, 2015 and 2014			F-56
Consolidated Statements of Members' Equity (Deficit) for the Years Ended December 31, 2015 and 2014			F-57
Consolidated Statements of Cash Flows for the Years Ended December 31, 2015 and 2014			F-58
Notes to Consolidated Financial Statements			F-59
Unaudited Condensed Consolidated Balance Sheet as of June 24, 2016			F-74
Unaudited Condensed Consolidated Statements of Operations for the Period ended June 24, 2016 and the six months ended June 30, 2015			F-75
Unaudited Condensed Consolidated Statements of Members' Deficit for the Period Ended June 24, 2016			F-76
Unaudited Condensed Consolidated Statements of Cash Flows for the Period ended June 24, 2016 and the six months ended June 30, 2015			F-77
Notes to Unaudited Condensed Consolidated Financial Statements			F-78

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		Page

Bayou Workover Services LLC
Independent Auditor's Report			F-82
Balance Sheet as of December 31, 2015			F-83
Statements of Operations for the Year ended December 31, 2015 and for the Period from January 1, 2016 to October 3, 2016			F-84
Statements of Changes in Net Parent Investment for the Year ended December 31, 2015 and for the Period from January 1, 2016 to October 3, 2016			F-85
Statements of Cash Flows for the Year ended December 31, 2015 and for the Period from January 1, 2016 to October 3, 2016			F-86
Notes to Financial Statements			F-87

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RANGER ENERGY SERVICES, INC.
UNAUDITED PRO FORMA CONDENSED FINANCIAL STATEMENTS

Introduction

The following unaudited pro forma condensed financial statements of Ranger Energy Services, Inc. (the "Company" or the "Registrant") for the year ended December 31, 2016 and as of and for the three months ended March 31, 2017, are derived from the historical audited combined consolidated and unaudited condensed combined consolidated financial statements of Ranger Energy Services, Inc. Predecessor ("Predecessor") set forth elsewhere in this prospectus and are qualified in their entirety by reference to such historical audited combined consolidated and unaudited condensed combined consolidated financial statements and related notes contained therein.

The unaudited pro forma condensed statement of operations for the year ended December 31, 2016 includes the following adjustments: (i) the acquisitions of Magna Energy Services, LLC ("Magna") and Bayou Workover Services, LLC ("Bayou"), (ii) the transactions described under "Corporate Reorganization" and (iii) the offering, as if each had been completed as of January 1, 2016. The unaudited pro forma condensed financial statements as of and for the three months ended March 31, 2017 include the following adjustments: (i) the transactions described under "Corporate Reorganization" and (ii) the offering, as if each had been completed as of January 1, 2016, in the case of the unaudited pro forma condensed statement of operations, and March 31, 2017, in the case of the unaudited pro forma condensed balance sheet. For purposes of the unaudited pro forma condensed financial statements, the Offering is defined as the planned issuance and sale to the public by the Company of shares of Class A common stock of the Company as contemplated by this prospectus and the application by the Company of the net proceeds from such issuance as described in "Use of Proceeds." The net proceeds from the sale of the Class A common stock are expected to be $ million (based on an assumed initial public offering price of $ , the midpoint of the range set forth on the cover of this prospectus), net of underwriting discounts of $ million and other offering costs of $ million. The Magna and Bayou acquisitions were accounted for as business combinations using the acquisition method of accounting. Accordingly, the preliminary purchase price was allocated to the assets acquired and liabilities assumed based upon management's preliminary estimates of fair value. The determination of fair value is dependent upon valuations as of the acquisition date and the final adjustments to the purchase price, which when they occur may result in an adjustment to the value of the acquired assets reflected in the unaudited pro forma condensed financial statements. Any such adjustments may be material.

The unaudited pro forma condensed balance sheet and the unaudited pro forma condensed statements of operations were derived by adjusting the historical audited combined consolidated and unaudited condensed combined consolidated financial statements of our Predecessor. The adjustments are based upon currently available information and certain estimates and assumptions. Actual effects of the transactions may differ from the pro forma adjustments. Management believes, however, that the assumptions provide a reasonable basis for presenting the significant effects of the transactions as contemplated and that the pro forma adjustments are factually supportable and give appropriate effect to those assumptions and are properly applied in the unaudited pro forma condensed financial statements.

The unaudited pro forma condensed financial statements have been prepared on the assumption that the Company will be treated as a corporation for federal income tax purposes. The Company does not initially expect to recognize any income tax effects of becoming a corporation for federal income tax purposes in connection with the transactions described under "Corporate Reorganization" and entering into the Tax Receivable Agreement on the unaudited pro forma condensed balance sheet. However, to the extent the underwriters' option to purchase additional shares is exercised in full or in part, the Company will contribute the net proceeds received by it therefrom to Ranger LLC in

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exchange for an additional number of Ranger Units equal to the number of shares of Class A common stock issued by the Company pursuant to the underwriters' option. Ranger LLC will use such net proceeds to purchase from Ranger Holdings and Torrent Holdings an aggregate number of Ranger Units equal to the number of shares of Class A common stock issued by the Company pursuant to the underwriters' option. In connection with such transactions, and assuming that the underwriters' option to purchase additional shares is exercised in full, the Company would expect to recognize the following adjustments to its unaudited pro forma condensed balance sheet.

•: a deferred tax asset of $ for the estimated income tax effects of the adjustment to tax basis resulting from the purchase by the Company of Ranger Units,
•: the recognition of a $ tax receivable agreement liability, representing 85% of the estimated net cash savings, if any, that the Company actually realizes (or is deemed to realize in certain circumstances) in periods after the Offering, and
•: an adjustment to stockholders' equity of $ , which is an amount equal to the difference between the increase in deferred tax assets and the recognition of tax receivable agreement liability due to the Existing Owners.

At the time of a redemption, the Company will record a liability to reflect the future payments under the Tax Receivable Agreement. Further, the Company anticipates that it will account for the effect of increases in tax basis and payments for such increases under the Tax Receivable Agreement arising from future redemptions as follows:

•: when future sales or redemptions occur, the Company will record a deferred tax asset for the gross amount of the income tax effect along with an offset of 85% of this asset as a payable under the Tax Receivable Agreement; the remaining difference between the deferred tax asset and tax receivable agreement liability will be recorded as additional paid-in capital; and
•: to the extent the Company has recorded a deferred tax asset for an increase in tax basis to which a benefit is no longer expected to be realized due to lower future taxable income, the Company will reduce the deferred tax asset with a valuation allowance.

The initial accounting for any deferred tax asset or liability recorded in connection with the Company's purchase of Ranger Units prior to or in connection with the Offering and the initial accounting for any subsequent redemptions are recorded in equity. The valuation allowance assessment with respect to the deferred tax asset will be based on whether available evidence supports the "more-likely-than-not" threshold for recognizing the deferred tax asset, whereas the assessment of the tax receivable agreement liability will be recognized when a payment is probable and reasonably estimable. The subsequent accounting for any changes to previously recorded liabilities, including changes resulting from changes to any valuation allowances associated with the underlying tax assets, are recognized in earnings.

The unaudited pro forma condensed financial statements should be read in conjunction with the accompanying notes and with the historical audited combined consolidated financial statements and related notes, as well as "Use of Proceeds" and "Management's Discussion and Analysis of Financial Condition and Results of Operations," each included elsewhere in this prospectus.

See "Use of Proceeds" to see how certain aspects of the offering would be affected by an initial public offering price per share of common stock at higher or lower prices than indicated on the front cover of this prospectus.

The unaudited pro forma condensed financial information is presented for illustrative purposes only and does not purport to indicate the financial condition or results of operations of future periods or the financial condition or results of operations that actually would have been realized had the Magna and Bayou acquisitions or this offering been consummated on the dates or for the periods presented. The unaudited pro forma condensed financial statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those illustrated. See "Risk Factors."

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RANGER ENERGY SERVICES, INC.

UNAUDITED PRO FORMA CONDENSED BALANCE SHEET

AS OF MARCH 31, 2017

(in millions)

	Predecessor (a)		Corporate Reorganization Adjustments		Offering Related Adjustments		Total Pro Forma

Assets
Current assets
Cash and cash equivalents	$	2.0			$	(c)	$
Restricted cash		1.6
Accounts receivable, net		20.5
Unbilled revenues		1.7
Prepaid expenses and other current assets		1.5
Assets held for sale		2.9

Total current assets		30.2
Property, plant and equipment, net		117.8
Goodwill		1.6
Deferred tax asset		—
Intangible assets, net		9.1
Other assets		1.0				(d)

Total assets	$	159.7	$		$		$



Liabilities and Net Parent Investment
Current liabilities
Accounts payable	$	7.1					$
Accounts payable—related party		—
Accrued expenses		10.5
Capital lease obligations, current portion		7.6
Related party debt		11.2				(e)
Long-term debt, current portion		11.3				(e)

Total current liabilities		47.7
Capital lease obligations, less current portion		0.2
Tax receivable agreement liability		—
Other long-term liabilities		1.0

Total liabilities		48.9
Commitments and contingencies
Net parent investment		110.8		(b)
Class A common stock		—				(f)
Class B common stock		—				(f)
Preferred stock		—				(f)
Additional paid-in capital		—		(b)

Net parent investment / stockholders' equity		110.8

Non-controlling interest		—		(b)

Total net parent investment / stockholders' equity		110.8

Total liabilities and net parent investment	$	159.7	$		$		$

The accompanying notes are an integral part of these unaudited pro forma condensed financial statements.

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RANGER ENERGY SERVICES, INC.

UNAUDITED PRO FORMA CONDENSED STATEMENT OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2017

(in millions)

	Predecessor Historical (a)				Offering Related Adjustments		Pro forma

Revenues:
Well Services	$	27.3					$
Processing Solutions		1.8

Total revenues		29.1
Operating expenses:
Cost of services (exclusive of depreciation and amortization shown separately):
Well Services		23.2
Processing Solutions		0.7

Total cost of services		23.9
General and administrative expenses		7.3
Depreciation and amortization		3.6
Management fees		—

Total operating expenses		34.8

Operating loss		(5.7	)
Other expenses
Interest expense, net		(0.5	)			(i)

Income (loss) before income taxes		(6.2	)

Income tax provision (benefit)		—		(h)		(h)

Net loss	$	(6.2	)		$		$



Less: net loss attributable to non-controlling interest

Net loss attributable to shareholders							$



Net loss per share:
Basic
Diluted
Weighted average shares outstanding:
Basic
Diluted

The accompanying notes are an integral part of these unaudited pro forma condensed financial statements.

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RANGER ENERGY SERVICES, INC.

UNAUDITED PRO FORMA CONDENSED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2016

(in millions)

	Predecessor Historical (a)			Magna Energy Services, LLC (b)			Bayou Workover Services, LLC (c)			Purchase Accounting Adjustments							Offering Related Adjustments		Pro forma

Revenues:
Well Services	$	46.3		$	16.5		$	27.3											$
Processing Solutions		6.5			—			—

Total revenues		52.8			16.5			27.3
Operating expenses:
Cost of services (exclusive of depreciation and amortization shown separately):
Well Services		36.7			13.0			23.2
Processing Solutions		2.6			—			—

Total cost of services		39.3			13.0			23.2
General and administrative expenses		11.4			5.2			5.0			(0.4	)	(d)(e)(g)
Depreciation and amortization		6.6			5.1			9.6			(7.2	)	(f)
Management fees		—			0.3			—			(0.3	)	(d)

Total operating expenses		57.3			23.6			37.8			(7.9	)

Operating loss		(4.5	)		(7.1	)		(10.5	)		7.9
Other expenses
Interest expense, net		(0.5	)		(0.7	)		—			—							(i)

Income (loss) before income taxes		(5.0	)		(7.8	)		(10.5	)		7.9

Income tax provision (benefit)		—			—			—			—			(2.0	)	(h)		(h)

Net loss	$	(5.0	)	$	(7.8	)	$	(10.5	)	$	7.9			2.0			$		$



Less: net loss attributable to non-controlling interest

Net loss attributable to shareholders																			$



Net loss per share:
Basic
Diluted
Weighted average shares outstanding:
Basic
Diluted

The accompanying notes are an integral part of these unaudited pro forma condensed financial statements.

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RANGER ENERGY SERVICES, INC.

NOTES TO UNAUDITED PRO FORMA CONDENSED FINANCIAL STATEMENTS

1. Basis of presentation, transaction and this offering

The historical financial information is derived from the historical audited combined consolidated and the unaudited condensed combined consolidated financial statements of our Predecessor. The unaudited pro forma condensed statement of operations for the year ended December 31, 2016 includes the following adjustments: (i) the acquisitions of Magna and Bayou, (ii) the transactions described under "Corporate Reorganization" and (iii) the Offering, as if each had been completed as of January 1, 2016. The unaudited pro forma condensed financial statements as of and for the three months ended March 31, 2017 include the following adjustments: (i) the transactions described under "Corporate Reorganization" and (ii) the Offering, as if each had been completed as of January 1, 2017, in the case of the unaudited pro forma condensed statement of operations, and March 31, 2017, in the case of the unaudited pro forma condensed balance sheet. The adjustments are based on currently available information and certain estimates and assumptions and therefore the actual effects of these transactions will differ from the pro forma adjustments.

2. Unaudited pro forma condensed balance sheet adjustments and assumptions

The adjustments are based on currently available information and certain estimates and assumptions and therefore the actual effects of these transactions will differ from the pro forma adjustments. A description of these transactions and adjustments are provided as follows:

(a): Reflects the historical audited combined consolidated balance sheet of the Predecessor as of March 31, 2017, included elsewhere in this prospectus.
(b): Reflects the pro forma adjustments to net parent investment and to non-controlling interest to give effect to the Corporate Reorganization.
(c): Represents the net adjustment to cash related to the sources and uses of proceeds of the Offering at an assumed initial public offering price of $ per share (the midpoint of the price range set forth on the cover page of this prospectus), calculated as follows (in millions):

Sources of funds		Uses of funds

Net proceeds from this offering	$	Repayment of debt(1)	$	22.5
		Offering related costs

Total sources of funds	$	Total uses of funds	$

(1): As of March 31, 2017, the Company had $22.5 million of long-term debt outstanding, including related party debt. On April 5, 2017, the bridge loan was increased from $11.1 million to $12.1 million and on May 18, 2017 to $14.6 million. The bridge loan includes a make-whole provision pursuant to which the Company will pay 125% of the total amount advanced to the Company upon settlement. Prior to the commencement of the Offering, the Company intends to repay and terminate $0.5 million under an existing promissory note. In connection with the consummation of the Offering, the Company intends to fully repay and terminate its remaining approximately $29.1 million of outstanding indebtedness (including the make-whole premium on the bridge loan).

(d): Reflects the capitalization of costs directly attributable to the Offering. This will be reclassified as stockholders' equity in connection with the consummation of this Offering.
(e): Reflects the repayment of long-term debt and the elimination of the related interest expense.

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RANGER ENERGY SERVICES, INC.

NOTES TO UNAUDITED PRO FORMA CONDENSED FINANCIAL STATEMENTS (Continued)

2. Unaudited pro forma condensed balance sheet adjustments and assumptions (Continued)

(f): Reflects the proceeds to the Company of $ million from the issuance and sale of million shares of Class A common stock in the Offering at an assumed initial public offering price of $ per share (the midpoint of the price range set forth on the cover page of this prospectus), and after deducting estimated underwriting discounts and commission and estimated offering expense of approximately $ million, in the aggregate.

3. Unaudited pro forma condensed statements of operations adjustments and assumptions

(a): Reflects the historical audited combined consolidated statement of operations of the Predecessor for the year ended December 31, 2016 and the three months ended March 31, 2017, respectively, included elsewhere in this prospectus.
(b): Reflects the historical unaudited statement of operations (adjusted for rounding) of Magna for the period from January 1, 2016 through June 24, 2016, included elsewhere in this prospectus.
(c): Reflects the historical audited statement of operations of Bayou for the period from January 1, 2016 through October 3, 2016, included elsewhere in this prospectus.
(d): Reflects the reclassification of $0.3 million of Magna management fees to general and administrative expense to align with the Predecessor's presentation during the year ended December 31, 2016.
(e): Reflects the amortization of $0.2 million, representing the acquired Bayou market leasehold recorded as a liability during the year ended December 31, 2016.
(f): Reflects the estimated depreciation and amortization due to the fair value adjustments to the property, plant and equipment and intangible assets acquired in the Magna and Bayou acquisitions:

	Year Ended December 31, 2016

Depreciation—Magna Acquisition	$	1.0
Depreciation—Bayou Acquisition		5.0
Amortization—Bayou Acquisition		0.4
Less:
Historical Depreciation and Amortization—Magna Acquisition		(4.0	)
Historical Depreciation and Amortization—Bayou Acquisition		(9.6	)

Pro Forma net adjustment to depreciation and amortization	$	(7.2	)

(g): Reflects the elimination of transaction costs of $0.5 million related to the Magna and Bayou acquisitions incurred during the year ended December 31, 2016.
(h): Reflects the tax effect of the pro forma statements of operations adjustments at the US statutory rate of 35.0%.

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RANGER ENERGY SERVICES, INC.

NOTES TO UNAUDITED PRO FORMA CONDENSED FINANCIAL STATEMENTS (Continued)

3. Unaudited pro forma condensed statements of operations adjustments and assumptions (Continued)

(i): Reflects the net adjustment to interest expense, net due to the repayment of the long-term debt and the elimination of the related interest expense of $ million.

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Report of Independent Registered Public Accounting Firm

Board of Directors and Stockholder
Ranger Energy Services, Inc.

We have audited the accompanying balance sheet of Ranger Energy Services, Inc. (the "Company") as of March 1, 2017. This balance sheet is the responsibility of the Company's management. Our responsibility is to express an opinion on this balance sheet based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the balance sheet is free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the balance sheet, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall balance sheet presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the balance sheet referred to above presents fairly, in all material respects, the financial position of the Company at March 1, 2017 in conformity with accounting principles generally accepted in the United States of America.

/s/ BDO USA, LLP

Houston, Texas
March 9, 2017

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RANGER ENERGY SERVICES, INC.

BALANCE SHEET

	March 1, 2017

Assets
Total Assets	$	—



Liabilities
Total liabilities	$	—
Commitments and contingencies
Stockholders' equity
Note receivable from Ranger Energy Services, LLC		(10	)
Common stock, $0.01 par value; 1,000 shares authorized, issued and outstanding		10

Total stockholders' equity		—

Total liabilities and stockholders' equity	$	—

The accompanying notes are an integral part of this balance sheet.

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RANGER ENERGY SERVICES, INC.

NOTES TO BALANCE SHEET

1. Organization and Basis of Presentation Organization and Basis of Presentation

Ranger Energy Services, Inc. (the "Company") is a corporation formed under the laws of the State of Delaware on February 17, 2017 (date of inception). The Company has adopted a fiscal year-end of December 31. The Company has the authority to issue 1,000 shares of common stock with a par value of $0.01 per share. Each holder of shares of common stock is entitled to attend all special and annual meetings of the stockholders of the corporation and to cast one vote for each outstanding share of common stock.

The Company issued 1,000 shares of common stock to Ranger Energy Services, LLC in exchange for a $10 note receivable. As of March 1, 2017, the $10 initial capitalization has not been funded. As a result, the Company has presented this receivable as contra equity.

This balance sheet has been prepared in accordance with accounting principles generally accepted in the United States.

Through March 1, 2017, the Company had not earned any revenue and had not incurred any expenses; therefore, the statements of income, stockholder's equity and cash flows have been omitted. There have been no other transactions involving the Company as of March 1, 2017.

2. Subsequent Events

Ranger has evaluated subsequent events through March 9, the date the financial statements were available to be issued.

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RANGER ENERGY SERVICES, INC. PREDECESSOR

CONDENSED COMBINED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

(in millions)

	December 31, 2016		March 31,2017

Assets
Current assets
Cash and cash equivalents	$	1.6	$	2.0
Restricted cash		1.8		1.6
Accounts receivable, net		13.4		20.5
Unbilled revenues		1.2		1.7
Prepaid expenses and other current assets		1.4		1.5
Assets held for sale		2.9		2.9

Total current assets		22.3		30.2
Property, plant and equipment, net		102.4		117.8
Goodwill		1.6		1.6
Intangible assets, net		9.2		9.1
Other assets		0.2		1.0

Total assets	$	135.7	$	159.7



Liabilities and Net Parent Investment
Current liabilities
Accounts payable	$	4.7	$	7.1
Accounts payable—related party		2.4		—
Accrued expenses		2.0		10.5
Capital lease obligations, current portion		0.5		7.6
Related party debt		—		11.2
Long-term debt, current portion		2.3		11.3

Total current liabilities		11.9		47.7
Capital lease obligations, less current portion		0.3		0.2
Long-term debt, less current portion		9.8		—
Other long-term liabilities		1.1		1.0

Total liabilities		23.1		48.9
Commitments and contingencies (Note 9)
Net parent investment		112.6		110.8

Total liabilities and net parent investment	$	135.7	$	159.7

The accompanying notes are an integral part of these unaudited condensed combined consolidated financial statements.

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RANGER ENERGY SERVICES, INC. PREDECESSOR

CONDENSED COMBINED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

(in millions)

	Three months ended March 31,

	2016			2017
Revenues
Well Services	$	3.6		$	27.3
Processing Solutions		1.2			1.8

Total revenues		4.8			29.1

Operating expenses
Cost of services (exclusive of depreciation and amortization shown separately):
Well Services		2.9			23.2
Processing Solutions		0.6			0.7

Total cost of services		3.5			23.9
General and administrative		1.7			7.3
Depreciation and amortization		0.9			3.6

Total operating expenses		6.1			34.8

Operating loss		(1.3	)		(5.7	)
Other expenses
Interest expense, net		(0.1	)		(0.5	)

Total other expenses		(0.1	)		(0.5	)

Net loss	$	(1.4	)	$	(6.2	)

The accompanying notes are an integral part of these unaudited condensed combined consolidated financial statements.

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RANGER ENERGY SERVICES, INC. PREDECESSOR

CONDENSED COMBINED CONSOLIDATED STATEMENTS OF NET PARENT INVESTMENT

(UNAUDITED)

(in millions)

	Ranger			Torrent		Net Parent Investment

Balance at December 31, 2016	$	86.8		$	25.8	$	112.6
Contributions from parent		4.0			—		4.0
Equity based compensation		0.3			0.1		0.4
Net income (loss)		(6.3	)		0.1		(6.2	)

Balance at March 31, 2017	$	84.8		$	26.0	$	110.8

The accompanying notes are an integral part of these unaudited condensed combined consolidated
financial statements.

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RANGER ENERGY SERVICES, INC. PREDECESSOR

CONDENSED COMBINED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

(in millions)

	Three Months Ended March 31,

	2016			2017
Cash flows from operating activities
Net loss	$	(1.4	)	$	(6.2	)
Adjustments to reconcile net loss to cash provided by (used in) operating activities:
Depreciation and amortization		0.9			3.6
Bad debt expense		—			0.1
Equity based compensation		—			0.4
Changes in operating assets and liabilities:
Accounts receivable		(0.5	)		(7.2	)
Unbilled revenue		—			(0.5	)
Prepaid expenses and other current assets		0.6			(0.1	)
Other assets		—			(0.8	)
Accounts payable		0.2			1.9
Accounts payable—related party		—			(2.4	)
Accrued expenses		(0.1	)		4.5
Other long-term liabilities		—			(0.1	)

Net cash used in operating activities		(0.3	)		(6.8	)

Cash flows from investing activities
Purchase of property, plant and equipment		(1.4	)		(7.3	)

Net cash used in investing activities		(1.4	)		(7.3	)

Cash flows from financing activities
Borrowings under line of credit agreement		0.1			—
Payments on third party borrowings		(0.8	)		(0.8	)
Borrowings on long-term debt		1.0			—
Borrowings on related party debt		—			11.2
Principal payments on capital lease obligations		(0.2	)		(0.1	)
Contributions from parent		1.6			4.0
Restricted cash		0.4			0.2

Net cash provided by financing activities		2.1			14.5

Increase in cash and cash equivalents		0.4			0.4
Cash and cash equivalents, beginning of period		1.1			1.6

Cash and cash equivalents, end of period	$	1.5		$	2.0



Supplemental cash flows information
Interest paid		(0.1	)		(0.5	)
Supplemental disclosure of noncash investing and financing activity
Non-cash capital expenditures included in liabilities	$	—		$	(4.5	)
Non-cash additions to fixed assets through capital lease financing	$	(0.1	)	$	(7.1	)

The accompanying notes are an integral part of these unaudited condensed combined consolidated
financial statements.

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RANGER ENERGY SERVICES, INC. PREDECESSOR

NOTES TO CONDENDSED COMBINED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 1. BACKGROUND AND BASIS OF PRESENTATION

Background

The accompanying unaudited condensed combined consolidated financial statements of Ranger Energy Services, Inc. Predecessor (the "Predecessor", "our", "we" or the "Company") includes the financial positions and results of operations for the following businesses (the "Contributed Entities") which were formed or acquired by CSL Capital Management, LLC ("CSL" or "Parent"). In connection with an anticipated Initial Public Offering ("IPO") of Ranger Energy Services, Inc. (the "Registrant"), the Predecessor and the Contributed Entities will be contributed to the Registrant in exchange for shares in the Registrant.

•: Ranger Energy Services, LLC; Ranger Energy Leasing, LLC; Ranger Energy Properties, LLC; and Academy Oilfield Rentals, LLC (collectively, "Ranger") as of December 31, 2016 and March 31, 2017 and for the three months ended March 31, 2016 and 2017. Formed by CSL on June 19, 2014, Ranger is a production solutions company focused on oil and natural gas field development services primarily in Texas;
•: Torrent Energy Services, LLC ("Torrent") as of December 31, 2016 and March 31, 2017 and for the three months ended March 31, 2016 and 2017. Acquired by CSL in September 2014, Torrent is a company that owns and operates mechanical refrigeration units, natural gas powered generators and NGL storage tanks primarily in North Dakota and Texas;
•: Magna Energy Services, LLC ("Magna") as of December 31, 2016 and March 31, 2017 and for the three months ended March 31, 2017. Acquired by CSL on June 24, 2016, Magna provides workover, plug and abandonment, fluid management and wireline services. Magna was contributed to Ranger on June 24, 2016;
•: Bayou Workover Services, LLC ("Bayou") as of December 31, 2016. Acquired by Ranger on October 3, 2016, Bayou provides workover, completions, plug and abandonment, equipment rentals and fluid management services.

Basis of Presentation

The accompanying unaudited condensed combined consolidated financial statements of the Predecessor have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial reporting. The year-end condensed balance sheet data was derived from audited financial statements, but does not include all disclosures required by GAAP. These financial statements, therefore, should be read in conjunction with the combined consolidated financial statements and related notes included in this registration statement for the years ended December 31, 2016 and 2015. In management's opinion, all adjustments necessary for a fair statement are reflected in the interim periods presented.

New Accounting Pronouncements

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RANGER ENERGY SERVICES, INC. PREDECESSOR

NOTES TO CONDENDSED COMBINED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

NOTE 1. BACKGROUND AND BASIS OF PRESENTATION (Continued)

the entity expects to be entitled to in exchange for those goods or services. Additionally, it requires expanded disclosures regarding the nature, amount, timing, and certainty of revenue and cash flows from contracts with customers. The ASU is effective for annual and interim reporting periods beginning after December 15, 2016, using either a full or a modified retrospective application approach. The Company is in the initial stages of evaluating the effect of the standard on our combined consolidated financial statements and continues to evaluate the available transition methods.

In February 2016, the FASB issued ASU No, 2016-02, Leases, amending the current accounting for leases. Under the new provisions, all lessees will report a right-of-use asset and a liability for the obligation to make payments for all leases with the exception of those leases with a term of 12 months or less. All other leases will fall into one of two categories: (i) a financing lease or (ii) an operating lease. Lessor accounting remains substantially unchanged with the exception that no leases entered into after the effective date will be classified as leveraged leases. For sale leaseback transactions, a sale will only be recognized if the criteria in the new revenue recognition standard are met. ASU 2016-2 is effective for fiscal years beginning after December 15, 2018, including interim within that reporting period, using a modified retrospective approach. Early adoption is permitted. The Company is in the initial stages of evaluating the effect of the standard on our combined consolidated financial statements.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses. The amendments in ASU 2016-13 require the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. In addition, ASU 2016-13 amends the accounting for credit losses on Available-for-sale debt securities and purchased financial assets with credit deterioration. The amendment is effective for public entities for annual reporting periods beginning after December 15, 2019, however early application is permitted for reporting periods beginning after December 15, 2018. The Company is in the initial stages of evaluating the effect of the standard on our combined consolidated financial statements.

In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230), Classification of Certain Cash Receipts and Cash Payments. ASU 2016-15 reduces diversity in practice in how certain transactions are classified in the statement of cash flows. The guidance addresses specific cash flow issues for which current GAAP is either unclear or does not include specific guidance. ASU 2016-15 is effective for annual and interim periods beginning after December 15, 2017. The Company is currently assessing the potential impact of ASU 2016-15 on our combined consolidated financial statements of cash flows.

In January 2017, the FASB issued ASU 2017-04, Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. ASU 2017-04 eliminates the requirement to calculate the implied fair value of goodwill to measure a goodwill impairment charge. Instead, entities will record an impairment charge based on the excess of a reporting unit's carrying amount over its fair value. The ASU is effective for annual and interim impairment tests performed in periods beginning after December 15, 2019. Early adoption is permitted for annual and interim goodwill impairment testing dates after January 1, 2017. The ASU will be applied prospectively. We currently do not expect that the adoption of this standard will have a material impact on our combined consolidated financial statements.

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RANGER ENERGY SERVICES, INC. PREDECESSOR

NOTES TO CONDENDSED COMBINED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

NOTE 1. BACKGROUND AND BASIS OF PRESENTATION (Continued)

In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805), Clarifying the Definition of a Business, which clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of asset or business. ASU 2017-01 is effective for fiscal years and interim periods within fiscal years beginning after December 15, 2017 and should be applied prospectively. Early adoption is allowed for transactions that occurred before the issuance date or effective date of the amendments only when the transaction has not been reported in the financial statements previously issued. We currently do not expect that the adoption of this standard will have a material impact on our combined consolidated financial statements.

NOTE 2. ACQUISITIONS

Magna Acquisition

On June 24, 2016, CSL acquired Magna, a privately held oilfield services company that provides workover, plug and abandonment, fluid management and wireline services, for an aggregate purchase price of approximately $12.7 million to gain market share in the industry. Magna's operations are focused primarily in Colorado, Wyoming and North Dakota. Ranger accounted for this acquisition as a business combination. No goodwill was recorded in conjunction with the Magna acquisition as the total purchase consideration approximated the fair value of assets acquired and liabilities assumed.

A summary of the fair value of the assets acquired and the liabilities assumed in connection with the Magna acquisition is set forth below (in millions):


Purchase price
Cash paid by CSL	$	12.7

Total purchase price	$	12.7



Purchase price allocation
Cash	$	1.2
Accounts receivable		3.0
Prepaid expenses and other		1.2
Property, plant and equipment		8.8
Tradename		0.1

Total assets acquired		14.3

Accounts payable		(1.0	)
Accrued expenses		(0.6	)

Total liabilities assumed		(1.6	)

Allocated purchase price	$	12.7

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RANGER ENERGY SERVICES, INC. PREDECESSOR

NOTES TO CONDENDSED COMBINED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

NOTE 2. ACQUISITIONS (Continued)

2016. The costs related to the transaction were $0.1 million and were expensed during 2016 in the Company's combined consolidated statements of operations for the year ended December 31, 2016.

Bayou Acquisition

On October 3, 2016, Ranger acquired Bayou, a privately held oilfield services company that provides workover, plug and abandonment and fluid management services, for an aggregate purchase price of approximately $50.5 million, which included an approximate 35% equity interest in Ranger. Bayou's operations are focused primarily in Colorado and North Dakota. Ranger accounted for this acquisition as a business combination.

A summary of the fair value of the assets acquired and the liabilities assumed in connection with the Bayou acquisition is set forth below (in millions):


Purchase price
Cash	$	17.5
Equity issued		33.0

Total purchase price	$	50.5



Purchase price allocation
Prepaid expenses & other	$	0.5
Property, plant and equipment		40.0
Land		0.6
Building and site improvements		2.3
Customer relationships		9.3

Total assets acquired		52.7

Accounts payable		(1.8	)
Accrued expenses		(1.0	)
Other long-term liabilities		(1.0	)

Total liabilities assumed		(3.8	)

Goodwill		1.6

Allocated purchase price	$	50.5

Goodwill represents trained and assembled workforce which does not meet the separability criterion. The costs related to the transaction were $0.4 million and were expensed during 2016 in the Company's combined consolidated statements of operations for the year ended December 31, 2016.

NOTE 3. ASSETS HELD FOR SALE

During the year ended December 31, 2016, the Company decided to market and sell non-core rental fleet assets. The units consisted of MRUs, stabilizers and wedge units, and were classified as held for sale due to the fact that they were specifically identified, and management has a plan for their sale in their present condition to occur in the next year. As of March 31, 2017, the units are still classified as held for sale. The available for sale assets are recorded at the units' carrying amount, which approximates fair value less costs to sell, and are no longer depreciated.

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RANGER ENERGY SERVICES, INC. PREDECESSOR

NOTES TO CONDENDSED COMBINED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

NOTE 4. PROPERTY, PLANT AND EQUIPMENT, NET

Property, plant and equipment include the following (in millions):

	Estimated Useful Life (years)	December 31, 2016			March 31, 2017

Machinery and equipment	5 - 30	$	3.0		$	2.9
Vehicles	3 - 5		0.2			0.2
Mechanical refrigeration units	30		16.0			16.0
NGL storage tanks	15		4.3			4.3
Workover rigs	5 - 20		73.8			95.5
Other property, plant and equipment	3 - 30		13.8			11.1

Property, plant and equipment			111.1			130.0
Less: accumulated depreciation			(8.7	)		(12.2	)

Property, plant and equipment, net		$	102.4		$	117.8

Depreciation expense was $0.9 million and $3.5 million for the three months ended March 31, 2016 and 2017, respectively.

NOTE 5. GOODWILL AND INTANGIBLE ASSETS

Goodwill was $1.6 million as of December 31, 2016 and March 31, 2017. During 2016, $1.6 million of goodwill was recognized in connection with the Bayou acquisition.

Definite lived intangible assets are comprised of the following (in millions):

		December 31, 2016			March 31, 2017

Tradenames	3	$	0.1		$	0.1
Customer relationships	18		9.2			9.2
Less: accumulated amortization—tradenames			(0.0	)		(0.0	)
Less: accumulated amortization—customer relationships			(0.1	)		(0.2	)

Intangible assets, net		$	9.2		$	9.1

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RANGER ENERGY SERVICES, INC. PREDECESSOR

NOTES TO CONDENDSED COMBINED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

NOTE 5. GOODWILL AND INTANGIBLE ASSETS (Continued)

Amortization expense was $0 and $0.1 million for the three months ended March 31, 2016 and 2017, respectively. Aggregated expected amortization expense for the future periods is expected to be as follows (in millions):

As of March 31, 2017	Amount

2017	$	0.4
2018		0.5
2019		0.5
2020		0.5
2021		0.5
Thereafter		6.7

	$	9.1

NOTE 6. CAPITAL LEASES

The Company leases certain assets under capital leases which expire at various dates through 2018. The assets and liabilities under capital leases are recorded at the lower of present value of the minimum lease payments or the fair value of the assets. The assets are amortized over their estimated useful lives or over the lease term. Amortization of assets under capital leases were $0.2 million for each of the three months ended March 31, 2016 and 2017.

In February 2017, the Company entered into a lease agreement for certain high-specification rig equipment for use in its business operations. The lease is being accounted for as a capital lease, as the present value of minimum monthly lease payments, including the purchase option, exceeds 90 percent of the fair value of the leased property at inception of the lease. The lease term ends January 2018, and as such, the total obligation is current.

Aggregate future minimum lease payments under capital leases are as follows (in millions):

	Total

2017	$	0.4
2018		7.6

Total future minimum lease payments		8.0
Less: amount representing interest		(0.2	)

Present value of future minimum lease payments		7.8
Less: current portion of capital lease obligations		(7.6	)

Total capital lease obligations, less current portion	$	0.2

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RANGER ENERGY SERVICES, INC. PREDECESSOR

NOTES TO CONDENDSED COMBINED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

NOTE 7. LONG-TERM DEBT

Long-term debt consists of the following (in millions):

	December 31, 2016			March 31, 2017

Term Loan	$	7.1		$	6.3
Revolver		5.0			5.0
Current portion of long-term debt		(2.3	)		(11.3	)

Long-term debt, less current portion	$	9.8		$	—

In 2015, Ranger had a $2.0 million revolving line of credit with Iberia Bank expiring on April 30, 2018 (the "Revolver"). On December 23, 2016, Ranger amended the Revolver to increase its size to $5.0 million. As of December 31, 2016 and March 31, 2017, there was $5.0 million borrowed against this revolver. The Revolver was secured by substantially all of Ranger's assets (approximately $132.1 million of the Company's total assets as of March 31, 2017). Interest varies with the bank's prime rate and the bank's London Interbank Offered Rate ("LIBOR"). At December 31, 2016 and March 31, 2017, the interest rate was 4.12% and 4.28%, respectively.

In February 2015, as amended in March 31, 2016, Torrent secured a $2.0 million senior credit facility with Texas Capital Bank consisting of a $2.0 million Advancing Term Loan as defined by the note agreement. The note is secured by substantially all of Torrent's assets (approximately $27.5 million of the Company's total assets as of March 31, 2017). Interest varies with the bank's prime rate and the bank's LIBOR and is payable quarterly through the maturity of the note. As of December 31, 2016 and March 31, 2017, the interest rate was 5.75%. The agreement also requires the Company to maintain certain financial and non-financial covenants. Effective March 31, 2016, covenant compliance was waived for the fiscal quarters ended December 31, 2015, March 31, 2016 and June 30, 2016. The Company made a $1.2 million principal payment in April 2016, in order to obtain the bank waiver and accelerated the final loan balance pay-off to October 3, 2017. As of December 31, 2016 and March 31, 2017, there was $0.7 million and $0.5 million, respectively, outstanding on the senior credit facility.

In March 2015, Torrent, through certain members of its management team as borrowers, secured a $0.6 million promissory note with Benchmark Bank. Interest varies with the bank's prime rate. Initially, all principal and interest was due on the date of maturity of September 4, 2015, however, the terms were renegotiated and a restructured note and agreement was entered into in April 2016 with an interest rate of 4.5%. In April 2016, Torrent made a principal payment of $0.4 million on this promissory note, leaving a remaining balance of $0.2 million, which is secured by a $0.2 million certificate of deposit. As of December 31, 2016, there was $0.2 million outstanding on the promissory note. The remaining principal balance was repaid in full on February 28, 2017.

In April 2015, Ranger secured a $7.0 million promissory note with Iberia Bank. Interest varies with the bank's prime rate and the bank's LIBOR and is payable in 60 equal monthly installments, which commenced on May 1, 2016. As of December 31, 2016 and March 31, 2017, the interest rate was 4.12%, and 4.28% respectively. Installment payments are due through May 1, 2019, and the note is secured by substantially all of Ranger's assets (approximately $132.1 million of the Company's total assets as of March 31, 2017). As of December 31, 2016 and March 31, 2017, the outstanding balance was $6.2 million and $5.8 million, respectively.

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RANGER ENERGY SERVICES, INC. PREDECESSOR

NOTES TO CONDENDSED COMBINED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

NOTE 7. LONG-TERM DEBT (Continued)

All debt agreements include the usual and customary covenants for facilities of its type and size. The covenants cover matters such as minimum fixed charge coverage ratio, maximum leverage ratio, current ratio, maximum indebtedness to capitalization ratio, minimum debt service coverage ratio and minimum net income. As of March 31, 2017, the Company was not in compliance with certain financial covenants; however a waiver of non-compliance was obtained from the financial institution. The Company does not anticipate being in compliance within the next twelve months and accordingly has classified the debt as current in the accompanying condensed combined consolidated balance sheet at March 31, 2017. The Company obtained additional commitments from CSL for additional capital for at least one year from the date of issuance of these condensed combined consolidated financial statements.

The aggregate future maturities of long-term debt are as follows (in millions):


2017	$	11.3

Total	$	11.3

NOTE 8. RISK CONCENTRATIONS

Customer Concentrations

For the three months ended March 31, 2017, two customers (EOG Resources and PDC Energy—Well Services segment) accounted for approximately 16.4% and 24.9%, respectively, of the Company's revenues balance. At March 31, 2017, approximately 22.7% of the accounts receivable balance was due from these customers.

For the three months ended March 31, 2016, one customer (EOG Resources—Well Services segment) accounted for approximately 50.7% of the Company's revenues balance. At March 31, 2016, approximately 31% of the accounts receivable balance was due from this customer.

NOTE 9. COMMITMENTS AND CONTINGENCIES

Operating Leases

The Company is obligated under non-cancelable operating leases for facilities and equipment which expire at various dates through 2022. These leases generally contain renewal options for periods ranging from one to five years and require the Company to pay all executory costs (property taxes, maintenance and insurance). Rental payments include minimum rentals. Future minimum rental payments as of March 31, 2017 required under these leases are as follows (in millions):

	Total

2017	$	1.5
2018		1.8
2019		1.7
2020		1.5
2021		0.4
Thereafter		0.0

Total future minimum lease payments	$	6.9

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RANGER ENERGY SERVICES, INC. PREDECESSOR

NOTES TO CONDENDSED COMBINED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

NOTE 9. COMMITMENTS AND CONTINGENCIES (Continued)

For the three months ended March 31, 2016 and 2017, rent expense under all operating leases was $0.1 million and $0.5 million, respectively.

Legal Matters

From time to time, the Company is involved in various legal matters arising in the normal course of business. The Company does not believe that the ultimate resolution of these matters will have a significant effect on its combined consolidated financial position or results of operations.

Employee Benefits

Certain of the Company's employees participate in a retirement savings plan maintained by the Company (the "Plan"). During the three months ended March 31, 2016 and 2017, the Company contributed approximately $0.0 million and $0.3 million, respectively, to the Plan.

Employee Severance

In March 2017, one of Ranger's former officers' employee agreement was terminated. As a result, the former officer became entitled to severance payments of $0.7 million. The amount has been recorded in the accompanying condensed combined consolidated financial statements.

NOTE 10. SEGMENT REPORTING

Our operations are all operated in the United States and organized into two reportable segments: Well Services and Processing Solutions. Our reportable segments comprise the structure used by our Chief Operating Decision Maker ("CODM") to make key operating decisions and assess performance during the years presented in the accompanying combined consolidated financial statements. Our CODM evaluates the segments' operating performance based on multiple measures including Adjusted EBITDA, rig hours and rig utilization. The following is a description of the segments:

Well Services. Our well service rigs facilitate operations throughout the lifecycle of a well, including (I) well completion support; (ii) workover; (iii) well maintenance; and (iv) decommissioning. We provide these advanced well services to Exploration & Production ("E&P") companies, particularly to those operating in unconventional oil and natural gas reservoirs and requiring technically and operationally advanced services. Our well service rigs are designed to support growing U.S. horizontal well demands.

Processing Solutions. We provide a range of proprietary, modular equipment for the processing of rich natural gas streams at the wellhead or central gathering points in basins where drilling and completion activity has outpaced the development of permanent processing infrastructure.

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RANGER ENERGY SERVICES, INC. PREDECESSOR

NOTES TO CONDENDSED COMBINED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

NOTE 10. SEGMENT REPORTING (Continued)

Segment information as of and for the three months ended March 31, 2016 and 2017 is as follows (in millions):

	Well Services			Processing Solutions			Total

	Three months ended March 31, 2016
Revenues	$	3.6		$	1.2		$	4.8
Operating loss		(0.6	)		(0.7	)		(1.3	)
Interest expense, net		(0.1	)		(0.0	)		(0.1	)
		As of December 31, 2016

Total assets	$	107.9		$	27.8		$	135.7

	Well Services			Processing Solutions			Total

	Three months ended March 31, 2017
Revenues	$	27.3		$	1.8		$	29.1
Operating income (loss)		(5.9	)		0.2			(5.7	)
Interest expense, net		(0.5	)		(0.0	)		(0.5	)
		As of March 31, 2017

Total assets	$	132.2		$	27.5		$	159.7

NOTE 11. OWNERS' CAPITAL AND PROFIT INTERESTS AWARDS

Well Services

The Well Services segment (Ranger) is 100% owned by Ranger Energy Holdings, LLC ("Ranger Holdings") and Ranger's equity is represented by a single share class. Ranger Holdings has issued Class C and Class D units to certain key employees of Ranger as remuneration for employee services and are intended to be "profit interests" with no voting rights. Certain of the units vest 33% per year over a three-year service period and may be forfeited or repurchased by Ranger Holdings under certain circumstances as set forth in the Ranger Holdings limited liability company agreement and the individual Class C and Class D unit grant agreements. The "vesting units" are deemed equity and are measured at fair value using an option pricing model at each grant date with compensation expense recognized on a straight-line basis over the requisite service period.

Certain of the Class C and Class D units that were granted are liability-classified awards as they do not fully vest until a defined change of control event. The Company has not recognized a liability or recognized any compensation expense for these liability-classified awards in the accompanying unaudited condensed combined consolidated financial statements since the change of control event is not probable and estimable. These units will trigger no compensation expense until amounts payable under such awards become probable and estimable.

On October 3, 2016, the Class C and Class D units were modified, whereby new units were issued to replace the existing Class C and Class D units that had been issued prior to October 3, 2016. As

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RANGER ENERGY SERVICES, INC. PREDECESSOR

NOTES TO CONDENDSED COMBINED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

NOTE 11. OWNERS' CAPITAL AND PROFIT INTERESTS AWARDS (Continued)

part of the issuance of the new Class C and Class D unit, the existing Class C and Class D units were cancelled. The terms of the new and existing Class C and Class D awards were materially similar.

The grant date fair value for the Class C and Class D units prior to modification were de minimis while the grant date fair value for the Class C and Class D units at modification was $2.5 million. During the three months ended March 31, 2016 and 2017, we recognized compensation expense of $0 million and $0.3 million, respectively. The total unrecognized compensation cost related to unvested awards at March 31, 2017 is $1.8 million and is expected to be recognized over the next two years. No distributions were made during the three months ended March 31, 2017.

The following table summarizes the Class C and Class D unit activity for the year ended December 31, 2016 and for the three months ended March 31, 2017 (in millions):

	Class C units				Class D units

	Equity-based Compensation Awards		Liability Awards		Equity-based Compensation Awards		Liability Awards
Outstanding at January 1, 2016		0.5		0.2		0.4		0.2
Granted		—		—		—		—
Forfeited		—		—		—		—

Outstanding at December 31, 2016		0.5		0.2		0.4		0.2

Granted		—		—		—		—
Forfeited		—		—		—		—

Outstanding at March 31, 2017		0.5		0.2		0.4		0.2

We utilized an option pricing model to estimate grant date fair value of the equity-based compensation awards, which included probability of various outcomes. Expected volatilities are based on historical volatilities of the stock of comparable companies in our industry. The risk-free rate for periods within the contractual life of the award is based on the U.S. Treasury yield curve in effect at the time of grant. Actual results may vary depending on the assumptions applied within the model. The following table presents the assumptions used in the valuation and resulting grant date fair value:

	Pre-Modification	At Modification

Period	5 years	5 years
Dividend Yield	0.0%	0.0%
Volatility	35 - 60%	40%
Risk Free Rate	1.0 - 1.6%	1.2%

Processing Solutions

The Processing Solutions segment (Torrent) is 100% owned by Torrent Holdings, LLC ("Torrent Holdings") and Torrent's equity is represented by a single share class. Torrent Holdings has issued Class B and Class C units to certain key employees of Torrent as remuneration for employee services and are intended to be "profit interests" with no voting rights. Class B units have a three-year vesting period at 25% per year, with the remaining 25% vesting upon certain events occurring. Torrent

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RANGER ENERGY SERVICES, INC. PREDECESSOR

NOTES TO CONDENDSED COMBINED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

NOTE 11. OWNERS' CAPITAL AND PROFIT INTERESTS AWARDS (Continued)

Holdings also issued Class C awards, which were fully vested at grant date when issued in 2014. Class B and Class C units are deemed to be equity-classified.

The grant date fair value for the Class B and Class C unit awards were $0.3 million and $0.1 million, respectively. Compensation expense is recognized on a straight-line basis over the requisite service period. During the three months ended March 31, 2016 and 2017, we recognized compensation expense of $0 million and $0.1 million, respectively. The total unrecognized compensation cost related to unvested awards at March 31, 2017 is $0.1 million and is expected to be recognized in 2017. There were 0.3 million units distributed during the three months ended March 31, 2017.

The following table summarizes the Class B and Class C unit activity for the year ended December 31, 2016 and for the three months ended March 31, 2017 (in millions):



Outstanding at January 1, 2016	1.0		0.0
Granted	—		—
Forfeited	(0.3	)	—

Outstanding at December 31, 2016	0.7		0.0

Granted	0.3		—
Forfeited	—		—
Outstanding at March 31, 2017	1.0		0.0

(1): There were 2,000 Class C units outstanding at each date.

		Assumptions

Period		2.8 years
Dividend Yield		0.0%
Volatility		28.1%
Risk Free Rate		0.9%

NOTE 12. RELATED PARTY TRANSACTIONS

The Company incurred approximately $0.0 million and $0.3 million in expenses related to CSL and board members for the three months ended March 31, 2016 and 2017, respectively. As of December 31, 2016 and March 31, 2017, amounts due to CSL and board members were negligible.

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RANGER ENERGY SERVICES, INC. PREDECESSOR

NOTES TO CONDENDSED COMBINED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

NOTE 12. RELATED PARTY TRANSACTIONS (Continued)

In 2015, Torrent had a $0.6 million promissory note entered into with Benchmark Bank, through certain members of its management as borrowers. At December 31, 2016, $0.2 million was outstanding. On February 28, 2017, the outstanding balance was repaid in full.

In January 2017, the Company purchased certain assets from a related party for approximately $4.0 million.

In February 2017, Ranger entered into the Ranger Bridge Loan, consisting of loan agreements with each of CSL Opportunities II, CSL Holdings II and Bayou Well Holdings Company, LLC, each an indirect equity owner of Ranger Services. The Ranger Bridge Loan, which was obtained to fund capital expenditures and working capital, is evidenced by promissory notes payable to the Bridge Loan Lenders in an aggregate principal amount of $11.1 million, consisting of three individual promissory notes in the principal amounts of (i) $4.4 million payable to CSL Opportunities II, (ii) $3.2 million payable to CSL Holdings II and (iii) $3.6 million payable to Bayou Holdings. The note is secured by substantially all of Ranger's assets (approximately $132.1 million of the Company's total assets as of March 31, 2017). Each note bears interest at a rate of 15% and matures upon the earlier of February 21, 2018 or ten days after the consummation of an initial public offering. The loan agreement includes a make-whole provision in which Ranger will pay 125% of the total amount advanced to Ranger upon settlement. As of March 31, 2017, there was $11.2 million outstanding on the Ranger Bridge Loan. During April 2017, the Company increased its bridge loan debt by $1.0 million to $12.1 million from CSL and Bayou Well Holdings Company, LLC to fund capital expenditures and working capital. During May 2017, the Company increased its bridge loan debt by $2.5 million to $14.6 million from CSL and Bayou Well Holdings Company LLC to fund capital expenditures and working capital. The bridge loan is still for a term of one year with an annual interest rate of 15%.

NOTE 13. SUBSEQUENT EVENTS

We have evaluated subsequent events through May 22, 2017, the date the financial statements were available to be issued noting the following:

During April and May 2017, the Company increased its bridge loan debt by $1.0 million and $2.5 million, respectively, to $14.6 million from CSL and Bayou Well Holdings Company, LLC to fund capital expenditures and working capital. The bridge loan terms remain unchanged.

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Table of Contents

Report of Independent Registered Public Accounting Firm

To the Owners of
Ranger Energy Services, Inc. Predecessor

We have audited the accompanying combined consolidated balance sheets of Ranger Energy Services, Inc. Predecessor (the "Company") as of December 31, 2015 and 2016, and the related combined consolidated statements of operations, net parent investment and cash flows for each of the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these combined consolidated financial statements based on our audits. We did not audit the financial statements of Torrent Energy Services, LLC ("Torrent"), one of the entities included in the combined consolidated financial statements, which statements reflect total assets of $27.0 million and $27.8 million at December 31, 2015 and 2016, respectively, and total revenues of $11.5 million and $6.5 million for the years then ended, respectively. Those statements were audited by other auditors, whose report has been furnished to us, and our opinion, insofar as it relates to the amounts included for Torrent, is based solely on the report of the other auditors.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the combined consolidated financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the combined consolidated financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall combined consolidated financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, based on our audits and the report of the other auditors, the combined consolidated financial statements referred to above present fairly, in all material respects, the combined consolidated financial position of Ranger Energy Services, Inc. Predecessor at December 31, 2015 and 2016, and the combined consolidated results of their operations and their cash flows for each of the years then ended in conformity with accounting principles generally accepted in the United States of America.

/s/ BDO USA, LLP
Houston, Texas
March 9, 2017

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Report of Independent Registered Public Accounting Firm

To the Member of
Torrent Energy Services, LLC

We have audited the accompanying balance sheets of Torrent Energy Services, LLC (the "Company"), as of December 31, 2016 and 2015, and the related statements of operations, changes in member's equity, and cash flows for the years then ended. The Company's management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company, as of December 31, 2016 and 2015, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Signature

/s/ Whitley Penn LLP
Houston, Texas
March 1, 2017

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RANGER ENERGY SERVICES, INC. PREDECESSOR

COMBINED CONSOLIDATED BALANCE SHEETS

(in millions)

	As of December 31,

	2015		2016
Assets
Current assets
Cash and cash equivalents	$	1.1	$	1.6
Restricted cash		0.4		1.8
Accounts receivable, net		2.4		13.4
Unbilled revenues		—		1.2
Prepaid expenses and other current assets		1.3		1.4
Assets held for sale		—		2.9

Total current assets		5.2		22.3
Property, plant and equipment, net		48.8		102.4
Goodwill		—		1.6
Intangible assets, net		—		9.2
Other assets		—		0.2

Total assets	$	54.0	$	135.7



Liabilities and Net Parent Investment
Current liabilities
Accounts payable	$	1.5	$	4.7
Accounts payable—related party		—		2.4
Accrued expenses		0.9		2.0
Capital lease obligations, current portion		1.0		0.5
Long-term debt, current portion		1.5		2.3

Total current liabilities		4.9		11.9
Capital lease obligations, less current portion		—		0.3
Long-term debt, less current portion		8.5		9.8
Other long-term liabilities		0.3		1.1

Total liabilities		13.7		23.1
Commitments and contingencies (Note 9)
Net parent investment		40.3		112.6

Total liabilities and net parent investment	$	54.0	$	135.7

The accompanying notes are an integral part of these combined consolidated financial statements

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RANGER ENERGY SERVICES, INC. PREDECESSOR

COMBINED CONSOLIDATED STATEMENTS OF OPERATIONS

(in millions)

	Year ended December 31,

	2015			2016
Revenues:
Well Services	$	9.7		$	46.3
Processing Solutions		11.5			6.5

Total revenues		21.2			52.8
Operating expenses:
Cost of services (exclusive of depreciation and amortization shown separately):
Well Services		8.2			36.7
Processing Solutions		7.9			2.6

Total cost of services		16.1			39.3
General and administrative		7.8			11.4
Depreciation and amortization		2.1			6.6
Impairment of goodwill		1.6			—

Total operating expenses		27.6			57.3

Operating loss		(6.4	)		(4.5	)
Other expenses
Interest expense, net		(0.3	)		(0.5	)

Total other expenses		(0.3	)		(0.5	)

Net loss	$	(6.7	)	$	(5.0	)

The accompanying notes are an integral part of these combined consolidated financial statements

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RANGER ENERGY SERVICES, INC. PREDECESSOR

COMBINED CONSOLIDATED STATEMENTS OF NET PARENT INVESTMENT

(in millions)

	Ranger			Torrent			Net Parent Investment

Balance at January 1, 2015	$	9.5		$	17.8		$	27.3
Net contributions from parent		11.6			8.0			19.6
Equity based compensation from parent		—			0.1			0.1
Net loss		(3.6	)		(3.1	)		(6.7	)

Balance at December 31, 2015		17.5			22.8			40.3

Net contributions from parent		27.6			3.5			31.1
Equity of parent issued for Bayou acquisition		33.0			—			33.0
Contribution of Magna acquisition from parent		12.7			—			12.7
Equity based compensation from parent		0.4			0.1			0.5
Net loss		(4.4	)		(0.6	)		(5.0	)

Balance at December 31, 2016	$	86.8		$	25.8		$	112.6

The accompanying notes are an integral part of these combined consolidated financial statements

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RANGER ENERGY SERVICES, INC. PREDECESSOR

COMBINED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in millions)

	Year Ended December 31,

	2015			2016
Cash flows from operating activities
Net loss	$	(6.7	)	$	(5.0	)
Adjustments to reconcile net loss to cash provided by (used in) operating activities:
Depreciation and amortization		2.1			6.6
Bad debt expense		0.7			0.6
Impairment of goodwill		1.6			—
Equity based compensation		0.1			0.5
Loss on sale of property, plant and equipment		—			(0.1	)
Changes in operating assets and liabilities, net of effects of acquisitions:
Accounts receivable		(2.1	)		(8.7	)
Unbilled revenue		—			(1.3	)
Prepaid expenses and other current assets		0.1			1.5
Other assets		0.1			—
Accounts payable		(1.6	)		(1.2	)
Accounts payable—related party		—			2.4
Accrued expenses		0.8			(0.5	)
Other long-term liabilities		(0.3	)		—

Net cash used in operating activities		(5.2	)		(5.2	)

Cash flows from investing activities
Purchase of property, plant and equipment		(26.0	)		(11.2	)
Purchase of businesses, net of cash acquired		—			(16.3	)
Sale of property, plant and equipment		0.5			2.1

Net cash used in investing activities		(25.5	)		(25.4	)

Cash flows from financing activities
Payments on third party borrowings		—			(2.6	)
Borrowings on long-term debt		10.0			4.5
Principal payments on capital lease obligations		(0.3	)		(0.5	)
Contributions from parent		19.6			34.1
Distributions to parent		—			(3.0	)
Restricted cash		(0.4	)		(1.4	)

Net cash provided by financing activities		28.9			31.1

(Decrease) increase in cash and cash equivalents		(1.8	)		0.5
Cash and cash equivalents, beginning of year		2.9			1.1

Cash and cash equivalents, end of year	$	1.1		$	1.6



Supplemental cash flows information
Interest paid		(0.3	)		(0.5	)
Supplemental disclosure of noncash investing and financing activity
Contribution of Magna	$	—		$	12.7
Equity issued for Bayou acquisition	$	—		$	33.0
Non-cash capital expenditures included in liabilities	$	(0.8	)	$	(1.0	)
Non-cash acquisition of Shifty	$	—		$	(0.6	)
Non-cash additions to fixed assets through capital lease financing	$	—		$	(0.3	)

The accompanying notes are an integral part of these combined consolidated financial statements

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RANGER ENERGY SERVICES, INC. PREDECESSOR

NOTES TO COMBINED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1. BACKGROUND AND BASIS OF PRESENTATION

Background

The accompanying combined consolidated financial statements of Ranger Energy Services, Inc. Predecessor (the "Predecessor", "our", "we" or the "Company") includes the financial positions and results of operations for the following businesses (the "Contributed Entities") which were formed or acquired by CSL Capital Management, LLC ("CSL" or "Parent"). In connection with an anticipated Initial Public Offering ("IPO") of Ranger Energy Services, Inc. (the "Registrant"), the Predecessor and the Contributed Entities will be contributed to the Registrant in exchange for shares in the Registrant.

•: Ranger Energy Services, LLC; Ranger Energy Leasing, LLC; Ranger Energy Properties, LLC; and Academy Oilfield Rentals, LLC (collectively, "Ranger") as of December 31, 2015 and 2016 and for the two years ended December 31, 2016. Formed by CSL on June 19, 2014, Ranger is a production solutions company focused on oil and natural gas field development services primarily in Texas;
•: Torrent Energy Services, LLC ("Torrent") as of December 31, 2015 and 2016 and for the two years ended December 31, 2016. Acquired by CSL in September 2014, Torrent is a company that owns and operates mechanical refrigeration units, natural gas powered generators and NGL storage tanks primarily in North Dakota and Texas;
•: Magna Energy Services, LLC ("Magna") as of December 31, 2016 and for the period from June 24, 2016 to December 31, 2016. Acquired by CSL on June 24, 2016, Magna provides workover, plug and abandonment, fluid management and wireline services. Magna was contributed to Ranger on June 24, 2016;
•: Bayou Workover Services, LLC ("Bayou") as of December 31, 2016 and for the period from October 3, 2016 to December 31, 2016. Acquired by Ranger on October 3, 2016, Bayou provides workover, completions, plug and abandonment, equipment rentals and fluid management services.

Basis of Presentation

The combined consolidated financial statements of the Predecessor have been prepared from each of the Predecessor and the Contributed Entity's accounting records. The contributions during 2017 were all treated as a combination of entities under common control, whereas the Magna and Bayou acquisitions during the year ended December 31, 2016 and the Torrent acquisition during the year ended December 31, 2014 were accounted for at fair value in accordance with Accounting Standards Codification ("ASC") 805, Business Combinations. The accompanying combined consolidated financial statements and related notes include the assets, liabilities and results of operations of Ranger and Torrent as if they were combined for all periods presented, and for the periods starting from Ranger's acquisition date for Bayou and CSL's acquisition date for Magna. All transactions among the Contributed Entities within the Predecessor have been eliminated in combination and consolidation. Management has prepared the combined consolidated financial statements in accordance with accounting principles generally accepted in the U.S. ("GAAP"). Operating results for the periods presented are not necessarily indicative of the results that may be expected for any future period.

Certain transactions and balances between Contributed Entities that were historically non-cash settled are reflected as a component of net parent investment on our accompanying combined

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RANGER ENERGY SERVICES, INC. PREDECESSOR

NOTES TO COMBINED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 1. BACKGROUND AND BASIS OF PRESENTATION (Continued)

consolidated balance sheets, and as contributions from parent, net on our accompanying combined consolidated statements of cash flows.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Management uses historical and other pertinent information to determine these estimates. Actual results could differ from such estimates. Areas where critical accounting estimates are made by management include:

•: Depreciation and amortization of property, plant and equipment and intangible assets
•: Impairment of property, plant and equipment, goodwill and intangible assets
•: Allowance for doubtful accounts
•: Fair value of assets acquired and liabilities assumed in an acquisition
•: Unit-based compensation

Cash and Cash Equivalents

All highly liquid investments with an original maturity of three months or less are considered cash equivalents. The Company maintains its cash accounts in financial institutions that are insured by the Federal Deposit Insurance Corporation. Cash balances from time to time may exceed the insured amounts; however the Predecessor has not experienced any losses in such accounts and does not believe it is exposed to any significant credit risks on such accounts.

Accounts Receivable

Accounts receivable, net are stated at the amount management expects to collect from outstanding balances. The Company reviews a customer's credit history before extending credit. Generally, the Company does not require collateral from its customers. The allowance for doubtful accounts is established as losses are estimated to have occurred through a provision for bad debts charged to earnings. Losses are charged against the allowance when management believes the uncollectibility of a receivable is confirmed. Subsequent recoveries, if any, are credited to the allowance. The allowance for doubtful accounts is evaluated on a regular basis by management and based on past experience and other factors, which, in management's judgment, deserve current recognition in estimating possible bad debts. Such factors include growth and composition of accounts receivable, the relationship of the allowance for doubtful accounts to accounts receivable and current economic conditions. The allowance for doubtful accounts was $0.7 million and $1.1 million for the years ended December 31, 2015 and 2016, respectively.

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RANGER ENERGY SERVICES, INC. PREDECESSOR

NOTES TO COMBINED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Property, Plant and Equipment

Property, plant and equipment is stated at cost or estimated fair market value at the acquisition date less accumulated depreciation. Depreciation is charged to expense on the straight-line basis over the estimated useful life of each asset. Expenditures for major renewals and betterments are capitalized while expenditures for maintenance and repairs are charged to expense as incurred. Assets under capital lease obligations and leasehold improvements are amortized over the shorter of the lease term or their respective estimated useful lives. Depreciation does not begin until property, plant and equipment is placed in service. Once placed in service, depreciation on property and equipment continues while being repaired, refurbished or between periods of deployment.

Long-lived Asset Impairment

The Company evaluates the recoverability of the carrying value of long-lived assets, including property, plant and equipment and intangible assets, whenever events or circumstances indicate the carrying amount may not be recoverable. If a long-lived asset is tested for recoverability and the undiscounted estimated future cash flows expected to result from the use and eventual disposition of the asset is less than the carrying amount of the asset, the asset cost is adjusted to fair value and an impairment loss is recognized as the amount by which the carrying amount of a long-lived asset exceeds its fair value.

Goodwill

Goodwill represents the excess of costs over the fair value of the net assets acquired in connection with a business combination. Goodwill is not amortized, but rather tested and assessed for impairment annually or more frequently if certain events or changes in circumstance indicate the carrying amount may exceed fair value. Before employing detailed impairment testing methodologies, the Company may first evaluate the likelihood of impairment by considering qualitative factors relevant to each reporting unit, such as macroeconomic, industry, market or any other factors that have a significant bearing on fair value. If the Company first utilizes a qualitative approach and determines that it is more likely than not that goodwill is impaired, detailed testing methodologies are then applied. Otherwise, the Company concludes that no impairment has occurred. Detailed impairment testing involves a two-step process. First, the fair value of each reporting unit is compared to its carrying value to determine whether an indication of impairment exists. If impairment is indicated, the implied value of the reporting unit's goodwill is determined by allocating the unit's fair value to its assets and liabilities as if the reporting unit had been acquired in a business combination. The fair value of the reporting unit is typically determined through the use of a blended income and market approach. The impairment for goodwill is measured as the excess of its carrying value over its implied value. The Company recognized impairment of $1.6 million for the year ended December 31, 2015.

Intangible Assets

Identified intangible assets with determinable lives consist of customer relationships and trade names (as described in Note 3, Acquisitions below). Customer relationships and trade names are amortized over their estimated useful lives.

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RANGER ENERGY SERVICES, INC. PREDECESSOR

NOTES TO COMBINED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Assets Held for Sale

During the year ended December 31, 2016, the Company decided to market and sell non-core rental fleet assets. The units are classified as held for sale because they have been specifically identified, and management has a plan for their sale in their present condition to occur in the next year. The available for sale assets are recorded at the units' carrying amount, which approximates fair value less costs to sell, and have been reclassified as current assets on our balance sheet, and are no longer depreciated.

Fair Value

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. The three-tiered hierarchy is summarized as follows:

Level 1—Quoted prices in active markets for identical assets and liabilities.

Level 2—Other significant observable inputs.

Level 3—Significant unobservable inputs.

The Company's financial instruments consist of cash and cash equivalents, trade receivables, trade payables, amounts receivable or payable to related parties, and long-term debt. The carrying amount of cash and cash equivalents, trade receivables, and trade payables approximates fair value because of the short-term nature of the instruments. The fair value of long-term debt approximates its carrying value based on the borrowing rates currently available to the Company for bank loans with similar terms and maturities. In valuing certain assets and liabilities, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. For disclosure purposes, assets and liabilities are classified in the fair value hierarchy based on the lowest level of input that is significant to the overall fair value. The Company did not have any assets or liabilities that were measured at fair value on a recurring basis at December 31, 2015 and 2016.

During 2015, the Company had non-recurring fair value measurements related to the impairment of goodwill. The fair values were determined through the use of a blended market and income approach, which represent Level 3 measurements within the fair value hierarchy. During 2016, the Company had non-recurring fair value measurements related to the acquisition and purchase price allocations of Magna and Bayou (Note 3). The fair values were determined through the use of a blended income, market and cost approach, which represent Level 3 measurements within the fair value hierarchy.

Revenue Recognition

The Company generates revenue from multiple sources within its operating segments.

Well Services—Well Services consists primarily of maintenance services, workover services, completion services and plugging and abandonment services. The Company recognizes revenue when services are performed, collection of the relevant receivables is probable, persuasive evidence of an arrangement exists and the price is fixed or determinable. The Company prices well servicing by the

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RANGER ENERGY SERVICES, INC. PREDECESSOR

NOTES TO COMBINED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

hour or by the day when services are performed. Well servicing is sold without warranty or right of return.

Processing Solutions—Processing Solutions consists primarily of equipment rentals, operations and maintenance services and mobilization services. The Company recognizes revenue when services are performed, collection of the relevant receivables is probable, persuasive evidence of an arrangement exists and the price is fixed or determinable. Revenues from equipment leasing, operations and maintenance services are recognized as earned. These services are sold without warranty or right of return.

Business Combinations

The Company recognizes, separately from goodwill, the identifiable assets acquired and liabilities assumed at their estimated acquisition date fair values. Fair value is the price that would be received to sell an asset or would be paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the assumptions of market participants and not those of the reporting entity. Therefore, entity-specific intentions do not impact the measurement of fair value. Goodwill as of the acquisition date is measured and recognized as the excess of: (i) the aggregate of the fair value of the consideration transferred, the fair value of any non-controlling interest in the acquiree and the acquisition date fair value of our previously held equity interests over (ii) the fair value of assets acquired and liabilities assumed. These fair values are accounted for at the date of acquisition and included in the combined consolidated balance sheet at December 31, 2016. The results of operations of an acquired business is included in the statement of operations from the date of the acquisition.

Income Taxes

No provision for federal income tax is included in the accompanying combined consolidated financial statements as federal income taxes, if any, are payable by its members on their share of income or loss. State income taxes are immaterial.

New Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2014-09, Revenue from Contracts with Customers. ASU 2014-09 supersedes existing revenue recognition requirements in GAAP and requires an entity to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. Additionally, it requires expanded disclosures regarding the nature, amount, timing, and certainty of revenue and cash flows from contracts with customers. The ASU is effective for annual and interim reporting periods beginning after December 15, 2016, using either a full or a modified retrospective application approach. The Company is in the initial stages of evaluating the effect of the standard on the combined consolidated financial statements and continues to evaluate the available transition method.

In February 2016, the FASB issued ASU No, 2016-02, Leases, amending the current accounting for leases. Under the new provisions, all lessees will report a right-of-use asset and a liability for the obligation to make payments for all leases with the exception of those leases with a term of 12 months

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RANGER ENERGY SERVICES, INC. PREDECESSOR

NOTES TO COMBINED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

or less. All other leases will fall into one of two categories: (i) a financing lease or (ii) an operating lease. Lessor accounting remains substantially unchanged with the exception that no leases entered into after the effective date will be classified as leveraged leases. For sale leaseback transactions, a sale will only be recognized if the criteria in the new revenue recognition standard are met. ASU 2016-2 is effective for fiscal years beginning after December 15, 2018, including interim within that reporting period, using a modified retrospective approach. Early adoption is permitted. The Company is in the initial stages of evaluating the effect of the standard on the combined consolidated financial statements.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses. The amendments in ASU 2016-13 require the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. In addition, ASU 2016-13 amends the accounting for credit losses on available-for-sale debt securities and purchased financial assets with credit deterioration. The amendment is effective for public entities for annual reporting periods beginning after December 15, 2019, however early application is permitted for reporting periods beginning after December 15, 2018. The Company is in the initial stages of evaluating the effect of the standard on the combined consolidated financial statements.

NOTE 3. ACQUISITIONS

Magna Acquisition

On June 24, 2016, CSL acquired Magna, a privately held oilfield services company that provides workover, plugging and abandonment, fluid management and wireline services, for an aggregate purchase price of approximately $12.7 million to gain market share in the industry. Magna's operations are focused primarily in Colorado, Wyoming and North Dakota. Ranger accounted for this acquisition as a business combination. No goodwill was recorded in conjunction with the Magna acquisition as the total purchase consideration approximated that fair value of assets acquired and liabilities assumed.

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RANGER ENERGY SERVICES, INC. PREDECESSOR

NOTES TO COMBINED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 3. ACQUISITIONS (Continued)

A summary of the fair value of the assets acquired and the liabilities assumed in connection with the Magna acquisition is set forth below (in millions):


Purchase price
Cash paid by CSL	$	12.7

Total purchase price	$	12.7



Purchase price allocation
Cash	$	1.2
Accounts receivable		3.0
Prepaid expenses and other		1.2
Property, plant and equipment		8.8
Tradename		0.1

Total assets acquired		14.3

Accounts payable		(1.0	)
Accrued expenses		(0.6	)

Total liabilities assumed		(1.6	)

Allocated purchase price	$	12.7

On September 28, 2016, Magna was contributed to Ranger by CSL to gain market share in the industry. As this was a transaction among entities under common control, the assets and liabilities were recorded at their historical carrying values from the date of the initial acquisition by CSL on June 24, 2016. For the year ended December 31, 2016, the Company incurred $0.1 million of acquisition-related costs that are included in general and administrative expenses in the accompanying combined consolidated statements of operations. From the acquisition date to December 31, 2016, revenues and operating income for the acquired business was $19.8 million and $0.7 million (excluding the acquisition related costs described above), respectively.

Bayou Acquisition

On October 3, 2016, Ranger acquired Bayou, a privately held oilfield services company that provides workover, plugging and abandonment and fluid management services, for an aggregate purchase price of approximately $50.5 million, which included an approximate 35% equity interest in Ranger. Bayou's operations are focused primarily in Colorado and North Dakota. Ranger accounted for this acquisition as a business combination.

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RANGER ENERGY SERVICES, INC. PREDECESSOR

NOTES TO COMBINED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 3. ACQUISITIONS (Continued)

A summary of the fair value of the assets acquired and the liabilities assumed in connection with the Bayou acquisition is set forth below (in millions):


Purchase price
Cash	$	17.5
Equity issued		33.0

Total purchase price	$	50.5



Purchase price allocation
Prepaid expenses & other	$	0.5
Property, plant and equipment		40.0
Land		0.6
Building and site improvements		2.3
Customer relationships		9.3

Total assets acquired		52.7

Accounts payable		(1.8	)
Accrued expenses		(1.0	)
Other long-term liabilities		(1.0	)

Total liabilities assumed		(3.8	)

Goodwill		1.6

Allocated purchase price	$	50.5

Goodwill represents trained and assembled workforce which does not meet the separability criterion. For the year ended December 31, 2016, the Company incurred $0.4 million of acquisition-related costs that are included in general and administrative expenses in the accompanying combined consolidated statements of operations. From the acquisition date to December 31, 2016, revenues and operating income for the acquired business was $10.8 million and ($1.3) million (excluding the acquisition related costs described above), respectively.

Supplemental Pro Forma Financial Information (unaudited)

The following unaudited pro forma information gives effect to the acquisitions of Magna and Bayou as if they had occurred on January 1, 2016. The unaudited pro forma financial information reflects certain adjustments related to the acquisition, such as to record certain adjustments resulting from purchase accounting, such as depreciation and amortization expense in connection with fair value adjustments to property, plant and equipment and intangible assets. The unaudited pro forma financial information is for illustrative purposes only and should not be relied upon as being indicative of the historical results that would have been obtained if the acquisitions had actually occurred on that date, nor the results of operations in the future. The supplemental pro forma results of operations for the

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RANGER ENERGY SERVICES, INC. PREDECESSOR

NOTES TO COMBINED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 3. ACQUISITIONS (Continued)

year ended December 31, 2016 as if the Magna and Bayou acquisitions had occurred on January 1, 2016, is as follows:

	Year Ended December 31, 2015			Year Ended December 31, 2016

Revenues	$	135.9		$	96.6
Net loss	$	(33.8	)	$	(13.7	)

NOTE 4. PROPERTY, PLANT AND EQUIPMENT, NET

Property, plant and equipment include the following (in millions):

		As of December 31,

	Estimated Useful Life (years)	As of December 31,
	Estimated Useful Life (years)	2015			2016
Machinery and equipment	5 - 30	$	5.4		$	3.0
Vehicles	3 - 5		3.2			0.2
Mechanical refrigeration units	30		14.5			16.0
NGL storage tanks	15		4.3			4.3
Workover rigs	5 - 20		19.7			73.8
Other property, plant and equipment	3 - 30		3.9			13.8

Property, plant and equipment			51.0			111.1
Less: accumulated depreciation			(2.2	)		(8.7	)

Property, plant and equipment, net		$	48.8		$	102.4

Depreciation expense was $2.1 million and $6.5 million for the years ended December 31, 2015 and 2016, respectively.

NOTE 5. GOODWILL AND INTANGIBLE ASSETS

Goodwill was $0 and $1.6 million as of December 31, 2015 and 2016, respectively. Changes in goodwill are due to an impairment of goodwill of $1.6 million during the year ended December 31, 2015 and $1.6 million of goodwill recognized in connection with the Bayou acquisition during 2016. Related to the $1.6 million of goodwill impairment, the fair value was derived by using a market multiple. The market multiple was derived from a series of public comparable companies within the oil field servicing and midstream industries. The fair value of goodwill was determined by allocating fair value to the Company's assets and liabilities as if the Company had been acquired in a business combination. The amount of impairment for goodwill was measured as the excess of its carrying value over its fair value.

As of December 31, the Company had the following definite lived intangible assets recorded (in millions):

		As of December 31,

	Estimated Useful Life (years)	As of December 31,
	Estimated Useful Life (years)	2015		2016
Tradenames	3	$	—	$	0.1
Customer relationships	18		—		9.2
Less: accumulated amortization—tradenames			—		(0.0	)
Less: accumulated amortization—customer relationships			—		(0.1	)

Intangible assets, net		$	—	$	9.2

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RANGER ENERGY SERVICES, INC. PREDECESSOR

NOTES TO COMBINED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 5. GOODWILL AND INTANGIBLE ASSETS (Continued)

Amortization expense was $0 and $0.1 million for the years ended December 31, 2015 and 2016, respectively. Aggregated expected amortization expense for the future periods is expected to be as follows (in millions):

Year ended December 31:	Amount

2017	$	0.5
2018		0.5
2019		0.5
2020		0.5
2021		0.5
Thereafter		6.7

	$	9.2

NOTE 6. CAPITAL LEASES

The Company leases certain assets under capital leases expiring in 2019. The assets and liabilities under capital leases are recorded at the lower of present value of the minimum lease payments or the fair value of the assets. The assets are amortized over their estimated useful lives or over the lease term. Amortization of assets under capital leases were $0.5 million and $0.3 million for the years ended December 31, 2015 and 2016, respectively. Aggregate future minimum lease payments under capital leases are as follows (in millions):

	Total

2017	$	0.5
2018		0.3
2019		0.0

Total future minimum lease payments		0.8
Less: amount representing interest		(0.0	)

Present value of future minimum lease payments		0.8
Less: current portion of capital lease obligations		(0.5	)

Total capital lease obligations, less current portion	$	0.3

NOTE 7. LONG-TERM DEBT

Long-term debt consists of the following (in millions):

	December 31,

	2015			2016
Term loans	$	9.0		$	7.1
Revolver		1.0			5.0
Current portion of long-term debt		(1.5	)		(2.3	)

Long-term debt, less current portion	$	8.5		$	9.8

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RANGER ENERGY SERVICES, INC. PREDECESSOR

NOTES TO COMBINED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 7. LONG-TERM DEBT (Continued)

In 2015, Ranger had a $2.0 million revolving line of credit with Iberia Bank expiring on April 30, 2018 (the "Revolver"). On December 23, 2016, Ranger amended the Revolver to increase its size to $5.0 million. As of December 31, 2015 and 2016, there was $1.0 million and $5.0 million borrowed against this line of credit, respectively. The Revolver was secured by substantially all of Ranger's assets (approximately $107.9 million of the Company's total assets). Interest varies with the bank's prime rate and the bank's London Interbank Offered Rate ("LIBOR"). At December 31, 2015 and 2016, the interest rate was 3.74% and 4.12%, respectively.

In February 2015, as amended in March 31, 2016, Torrent secured a $2.0 million senior credit facility with Texas Capital Bank consisting of a $2.0 million Advancing Term Loan as defined by the note agreement. The note is secured by substantially all of Torrent's assets (approximately $27.8 million of the Company's total assets). Interest varies with the bank's prime rate and the bank's LIBOR and is payable quarterly through the maturity of the note. As of December 31, 2015 and 2016, the interest rate was 5.75% and 5.75%, respectively. The agreement also requires the Company to maintain certain financial and non-financial covenants. Effective March 31, 2016, covenant compliance was waived for the fiscal quarters ended December 31, 2015, March 31, 2016 and June 30, 2016. The Company made a $1.2 million principal payment in April 2016, in order to obtain the bank waiver and accelerated the final loan balance pay-off to October 3, 2017. As of December 31, 2015 and 2016, there was $2.0 million and $0.7 million outstanding on the senior credit facility.

In March 2015, Torrent, through certain members of its management team as borrowers, secured a $0.6 million promissory note with Benchmark Bank. Interest varies with the bank's prime rate. Initially, all principal and interest was due on the date of maturity of September 4, 2015, however, the terms were renegotiated and a restructured note and agreement was entered into in April 2016 with an interest rate of 4.5%. In April 2016, Torrent made a principal payment of $0.4 million on this promissory note, leaving a remaining balance of $0.2 million, which is secured by a $0.2 million certificate of deposit. As of December 31, 2015 and 2016, there was $0.6 million and $0.2 million outstanding on the promissory note. The remaining principal balance was paid in full on February 28, 2017.

In April 2015, Ranger secured a $7.0 million promissory note with Iberia Bank. Interest varies with the bank's prime rate and the bank's LIBOR and is payable in 60 equal monthly installments, which commenced on May 1, 2016. As of December 31, 2015 and 2016, the interest rate was 3.74% and 4.12%, respectively. Installment payments are due through May 1, 2019, and the note is secured by substantially all of Ranger's assets (approximately $107.9 million of the Company's total assets). As of December 31, 2015 and 2016, the outstanding balance was $6.5 million and $6.2 million, respectively.

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RANGER ENERGY SERVICES, INC. PREDECESSOR

NOTES TO COMBINED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 7. LONG-TERM DEBT (Continued)

At December 31, 2016, the aggregate future maturities of long-term debt are as follows (in millions):

	Total

2017	$	2.3
2018		6.4
2019		3.4

Total	$	12.1

NOTE 8. RISK CONCENTRATIONS

Customer Concentrations

For the year ended December 31, 2015, two customers (Whiting—Processing Solutions segment and EOG Resources—Well Services segment) accounted for approximately 42.0% and 26.3%, respectively, of the Company's revenues balance. At December 31, 2015, approximately 28.7% of the accounts receivable balance was due from these customers.

For the year ended December 31, 2016, two customers (EOG Resources Well Services segment and PDC Energy—Well Services segment) accounted for approximately 19.8% and 19.2%, respectively, of the Company's revenues balance. At December 31, 2016, approximately 27.6% of the accounts receivable balance was due from these customers.

NOTE 9. COMMITMENTS AND CONTINGENCIES

Operating Leases

The Company is obligated under non-cancelable operating leases for facilities and equipment which expire at various dates through 2022. These leases generally contain renewal options for periods ranging from one to five years and require the Company to pay all executory costs (property taxes, maintenance and insurance). Rental payments include minimum rentals. Future minimum rental payments required under these leases are as follows (in millions):

	Total

2017	$	2.0
2018		1.8
2019		1.7
2020		1.5
2021		0.4
Thereafter		0.0

Total future minimum lease payments	$	7.4

For the years ended December 31, 2015 and 2016, rent expense under all operating leases was $0.1 million and $0.9 million, respectively.

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RANGER ENERGY SERVICES, INC. PREDECESSOR

NOTES TO COMBINED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 9. COMMITMENTS AND CONTINGENCIES (Continued)

Legal Matters

Employee Benefits

Certain of the Company's employees participate in a retirement savings plan maintained by the Company (the "Plan"). During the year ended December 31, 2015 and 2016, the Company contributed approximately $0 million and $0.1 million, respectively, to the Plan.

NOTE 10. SEGMENT REPORTING

Our operations are all operated in the United States and organized into two reportable segments: Wells Services and Processing Solutions. Our reportable segments comprise the structure used by our Chief Operating Decision Maker ("CODM") to make key operating decisions and assess performance during the years presented in the accompanying combined consolidated financial statements. Our CODM evaluates the segments' operating performance based on multiple measures including Adjusted EBITDA, rig hours and rig utilization. The following is a description of the segments:

Well Services. Our well service rigs facilitate operations throughout the lifecycle of a well, including (i) well completion support; (ii) workover; (iii) well maintenance; and (iv) decommissioning. We provide these advanced well services to E&P companies, particularly to those operating in unconventional oil and natural gas reservoirs and requiring technically and operationally advanced services. Our well service rigs are designed to support growing U.S. horizontal well demands.

Segment information is as follows for 2015 and 2016 (in millions):

2015	Well Services			Processing Solutions			Total

Revenues	$	9.7		$	11.5		$	21.2
Depreciation and amortization		1.4			0.7			2.1
Impairment of goodwill		—			1.6			1.6
Interest expense, net		(0.1	)		(0.2	)		(0.3	)
Net loss		(3.6	)		(3.1	)		(6.7	)
Property, plant and equipment		24.5			24.3			48.8
Total assets		27.0			27.0			54.0
Capital Expenditures		18.1			8.7			26.8

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RANGER ENERGY SERVICES, INC. PREDECESSOR

NOTES TO COMBINED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 10. SEGMENT REPORTING (Continued)

2016	Well Services			Processing Solutions			Total

Revenues	$	46.3		$	6.5		$	52.8
Depreciation and amortization		5.6			1.0			6.6
Interest expense, net		(0.4	)		(0.1	)		(0.5	)
Net loss		(4.4	)		(0.6	)		(5.0	)
Property, plant and equipment		79.5			22.9			102.4
Total assets		107.9			27.8			135.7
Capital Expenditures		10.0			2.2			12.2
Goodwill		1.6			—			1.6

NOTE 11. OWNERS' CAPITAL AND PROFIT INTERESTS AWARDS

Well Services

The Well Services segment (Ranger) is 100% owned by Ranger Holdings, LLC ("Ranger Holdings") and Ranger's equity is represented by a single share class. Ranger Holdings has issued Class C and Class D units to certain key employees of Ranger as remuneration for employee services and are intended to be "profit interests" with no voting rights. Certain of the units vest 33% per year over a three-year service period and may be forfeited or repurchased by Ranger Holdings under certain circumstances as set forth in the Ranger Holdings limited liability company agreement and the individual Class C and Class D unit grant agreements. The "vesting units" are deemed equity and are measured at fair value using an option pricing model at each grant date with compensation expense recognized on a straight-line basis over the requisite service period.

Certain of the Class C and Class D units that were granted are liability-classified awards as they do not fully vest until a defined change of control event. The Company has not recognized a liability or recognized any compensation expense for these liability-classified awards in the accompanying combined consolidated financial statements since the change of control event is not probable and estimable. These units will trigger no compensation expense until amounts payable under such awards become probable and estimable.

On October 3, 2016, the Class C and Class D units were modified, whereby new units were issued to replace the existing Class C and Class D units that had been issued prior to October 3, 2016. As part of the issuance of the new Class C and Class D unit, the existing Class C and Class D units were cancelled. The terms of the new and existing Class C and Class D awards were materially similar.

The grant date fair value for the Class C and Class D units prior to modification were de minimis while the grant date fair value for the Class C and Class D units at modification was $2.5 million. During the year ended December 2015 and 2016, we recognized compensation expense of $0 million and $0.4 million, respectively. The total unrecognized compensation cost related to unvested awards at year ended December 31, 2016 is $2.1 million and is expected to be recognized over the next two years. No distributions were made during the year ended December 31, 2015 and 2016.

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RANGER ENERGY SERVICES, INC. PREDECESSOR

NOTES TO COMBINED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 11. OWNERS' CAPITAL AND PROFIT INTERESTS AWARDS (Continued)

The following table summarizes the Class C and Class D unit activity for 2015 and 2016 (in millions):

	Class C units				Class D units

	Equity-based Compensation Awards		Liability Awards		Equity-based Compensation Awards		Liability Awards
Outstanding at January 1, 2015		1.0		0.3		0.2		0.0
Granted		1.0		0.4		0.1		0.1
Forfeited		—		—		—		—

Outstanding at December 31, 2015		2.0		0.7		0.3		0.1

Granted(1)		0.5		0.2		0.4		0.2
Forfeited		—		—		—		—

Outstanding at December 31, 2016		0.5		0.2		0.4		0.2

(1): At October 3, 2016, Ranger's existing Class C and Class D awards were cancelled and new Class C and Class D awards were issued.

	Pre-Modification	At Modification

Period	5 years	5 years
Dividend Yield	0.0%	0.0%
Volatility	35 - 60%	40%
Risk Free Rate	1.0 - 1.6%	1.2%

Processing Solutions

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RANGER ENERGY SERVICES, INC. PREDECESSOR

NOTES TO COMBINED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 11. OWNERS' CAPITAL AND PROFIT INTERESTS AWARDS (Continued)

unvested awards at December 31, 2016 is $0.1 million and is expected to be recognized in 2017. No distributions were made during the year ended December 31, 2015 and 2016.

The following table summarizes the Class B and Class C unit activity for 2015 and 2016 (in millions):



Outstanding at January 1, 2015	1.0		0.0
Granted	—		—
Forfeited	—		—

Outstanding at December 31, 2015	1.0		0.0

Granted	—		—
Forfeited	(0.3	)	—

Outstanding at December 31, 2016	0.7		0.0

(1): There were 2,000 Class C units outstanding at each date.

		Assumptions

Period		2.8 years
Dividend Yield		0.0%
Volatility		28.1%
Risk Free Rate		0.9%

NOTE 12. RELATED PARTY TRANSACTIONS

The Company incurred approximately $5.7 million of operating expenses and $0.1 million of deposits for the period from October 4, 2016 to December 31, 2016, that were paid by Bayou Well Services. As of December 31, 2016, the Company had an accounts payable balance to Bayou Well Services related to these expenses totaling $2.4 million.

The Company incurred approximately $0.2 million and $0.1 million in expenses related to CSL and board members for the years ended December 31, 2015 and 2016, respectively. As of December 31, 2015 and 2016, amounts due to CSL and board members were negligible.

Refer to Note 7 for Torrent's $0.6 million promissory note entered into with Benchmark Bank, through certain members of its management as borrowers.

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RANGER ENERGY SERVICES, INC. PREDECESSOR

NOTES TO COMBINED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 13. SUBSEQUENT EVENTS

We have evaluated subsequent events through March 9, 2017, the date the financial statements were available to be issued noting the following:

During January 2017, the Company purchased certain assets from a related party for approximately $4.0 million.

During February 2017, the Company received a bridge loan totaling $11.1 million from CSL and Bayou Well Holdings Company, LLC to fund capital expenditures and working capital. The bridge loan was for a term of one year with an annual interest rate of 15%.

During February 2017, the Company entered into purchase agreements with third-party vendors, pursuant to which the Company expects to accept delivery of high-spec well service rigs periodically throughout 2017, for an amount totaling $42.1 million.

During February 2017, the Company paid in full the remaining principal balance of the Benchmark Bank promissory note.

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Independent Auditor's Report

Board of Managers
Magna Energy Services, LLC

Report on the Financial Statements

We have audited the accompanying consolidated financial statements of Magna Energy Services, LLC and its subsidiaries, which comprise the consolidated balance sheets as of December 31, 2015 and 2014, and the related consolidated statements of operations, members' equity (deficit) and cash flows for the years then ended, and the related notes to the consolidated financial statements (collectively, the financial statements).

Management's Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Magna Energy Services, LLC and its subsidiaries as of December 31, 2015 and 2014, and the results of their operations and their cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America.

/s/ Hein & Associates LLP

Denver, Colorado
February 3, 2017

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MAGNA ENERGY SERVICES, LLC

CONSOLIDATED BALANCE SHEETS

December 31, 2015 and 2014

	2015			2014

Assets
Current assets:
Cash and cash equivalents	$	832,418		$	1,432,316
Accounts receivable, net		6,247,861			18,545,385
Unbilled accounts receivables		194,219			720,016
Inventory		520,592			753,602
Assets held for sale		124,000			1,087,000
Prepaid expenses		1,874,183			2,142,038

Total current assets		9,793,273			24,680,357

Property and equipment, net		30,946,002			40,293,743
Long-term assets:
Restricted cash		139,405			169,663
Non-compete covenants, net		—			1,683
Loan origination fees, net		395,900			393,006
Goodwill		8,426,000			28,427,754

Total long-term assets		8,961,305			28,992,106

Total assets	$	49,700,580		$	93,966,206



Liabilities and Members' Equity (Deficit)
Current liabilities:
Notes payable, current portion	$	6,766,213		$	10,979,911
Line of credit		2,581,508			12,810,131
Line of credit-related party		4,000,000			—
Accounts payable		757,684			2,844,949
Accrued expenses		1,389,979			2,146,962

Total current liabilities		15,495,384			28,781,953

Long-term liabilities:
Notes payable		25,782,569			25,994,327
Accrued unpaid management fees		6,727,161			5,534,507
Convertible notes		4,046,478			3,650,166

Total long-term liabilities		36,556,208			35,179,000

Total liabilities		52,051,592			63,960,953

Commitments and contingencies (Note 10)
Members' equity (deficit):
Members' capital		26,323,846			26,323,846
Accumulated earnings (deficit)		(31,199,218	)		1,061,116
Non-controlling interest		2,524,360			2,620,291

Total members' equity (deficit)		(2,351,012	)		30,005,253

Total liabilities and members' equity (deficit)	$	49,700,580		$	93,966,206

See accompanying notes to consolidated financial statements.

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MAGNA ENERGY SERVICES, LLC

CONSOLIDATED STATEMENTS OF OPERATIONS

Years Ended December 31, 2015 and 2014

	2015			2014

Revenues	$	59,556,702		$	123,646,064

Operating costs and expenses:
Direct cost of revenues		45,023,355			88,176,162
General and administrative		10,472,276			14,071,829
Depreciation and amortization		11,246,397			10,418,009
Impairment of goodwill		20,001,754
Impairment of assets held for sale		963,000			158,397
Management fees		1,192,654			2,472,127

Total operating costs and expenses		88,899,436			115,296,524

Income (loss) from operations		(29,342,734	)		8,349,540
Other income and (expense):
Interest expense		(3,039,509	)		(2,845,672	)
Gain (loss) on disposal of assets		(223,231	)		193,642
Income taxes paid		(10,279	)
Other income		259,488			261,314

Total other expense		(3,013,531	)		(2,390,716	)

Net income (loss)		(32,356,265	)		5,958,824
Less: net (income) loss attributable to non-controlling interest in variable interest entity's earnings		95,931			(557,479	)

Net income (loss) attributable to Magna Energy Services, LLC	$	(32,260,334	)	$	5,401,345

See accompanying notes to consolidated financial statements.

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MAGNA ENERGY SERVICES, LLC

CONSOLIDATED STATEMENTS OF MEMBERS' EQUITY (DEFICIT)

Years Ended December 31, 2015 and 2014

	Members' Capital		Accumulated Earnings (Deficit)			Non-Controlling Interest			Total

Balances, December 31, 2013	$	26,323,846	$	(4,340,229	)	$	2,412,812		$	24,396,429
Members' distributions							(350,000	)		(350,000	)
Net income				5,401,345			557,479			5,958,824

Balances, December 31, 2014		26,323,846		1,061,116			2,620,291			30,005,253
Net loss				(32,260,334	)		(95,931	)		(32,356,265	)

Balances, December 31, 2015	$	26,323,846	$	(31,199,218	)	$	2,524,360		$	(2,351,012	)

See accompanying notes to consolidated financial statements.

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MAGNA ENERGY SERVICES, LLC

CONSOLIDATED STATEMENTS OF CASH FLOWS

Years Ended December 31, 2015 and 2014

	2015			2014

Cash flows from operating activities:
Net Income (loss)	$	(32,356,265	)	$	5,958,824
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Bad debt expense		85,000			405,000
Depreciation and amortization		11,400,197			10,510,816
Impairment of assets held for sale		963,000			158,397
Impairment of goodwill		20,001,754
Loss (gain) on sale of assets		318,500			(193,642	)
Settlement of note receivable					50,000
Gain on sale of vacant property		(95,269	)		(261,314	)
Changes in operating assets and liabilities:
Accounts receivable		12,215,845			1,386,312
Unbilled accounts receivable		525,797			244,856
Inventory		233,010			(1,454	)
Other assets		267,855			(802,557	)
Restricted cash		30,258			(3,263	)
Accounts payable		(2,090,586	)		(3,241,618	)
Accrued management fees		1,192,654			1,947,127
Accrued expenses and other		(756,983	)		(702,609	)

Net cash provided by operating activities		11,934,767			15,454,875

Cash flows from investing activities:
Proceeds from sale of fixed assets		211,087			1,217,300
Additions to property and equipment		(2,331,291	)		(14,443,135	)

Net cash used in investing activities		(2,120,204	)		(13,225,835	)
Cash flows from financing activities:
Net proceeds under line of credit		(10,228,623	)		1,445,690
Proceeds from related party line of credit		4,000,000
Proceeds from convertible notes		396,312			396,312
Payment of loan fees		(156,694	)		(50,000	)
Proceeds from financing loan		2,185,508			6,128,541
Repayment of debt and capital leases		(6,610,964	)		(8,367,267	)
Members' distributions/redemptions					(350,000	)

Net cash used in financing activities		(10,414,461	)		(796,724	)
Net (decrease) increase In cash and cash equivalents		(599,898	)		1,432,316
Cash and cash equivalents:
Beginning of period		1,432,316

End of period	$	832,418		$	1,432,316

Cash paid for interest	$	1,809,831		$	2,464,327

Non-cash activities:
Additions of property and equipment through notes payable	$	425,110		$	6,093,136

See accompanying notes to consolidated financial statements.

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MAGNA ENERGY SERVICES, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1. Organization

Magna Energy Services, LLC, formerly Cornerstone Energy Services, LLC, was organized as a Colorado limited liability company on March 23, 2007. Magna Energy Services, LLC was formed to acquire eight companies located in Gillette, Wyoming: KG Construction Co., CB, Inc., GEM Air, Inc., Jerry's Tanks, Inc., Means Seeding, Inc., Superior Sand and Gravel, LLC, Powder River Spraying, LLC (collectively the "Means Companies") and Big 85 Well Service, LLC ("Big 85"). On April 1, 2008, substantially all of the assets of E&S Services, Inc. were acquired for a purchase price of $3.5 million (collectively "Magna Energy" or the "Company"). As a Limited Liability Company (LLC), the amount of loss at risk for each individual member is limited to the amount of capital contributed to the LLC, and unless otherwise specified, the individual members' liability for indebtedness of an LLC is limited to the members' actual capital contributed.

Effective April 7, 2011, Magna Energy acquired substantially all of the assets of Holloway Enterprises, Inc., ("Holloway") for an adjusted purchase price of $11,706,818.

Effective March 20, 2012, Magna Energy acquired substantially all of the assets of Western Wellsite Services, LLC, ("Western") for an adjusted purchase price of $22,548,226.

Effective July 13, 2012, Magna Energy acquired substantially all of the assets of Baker Enterprises Ltd. d/b/a Premium Water Services, LLC, ("Premium") for a purchase price of $700,000.

The Company provides well head support and fluid services for the oil and gas industry, primarily in Wyoming, Colorado, and North Dakota.

As of June 24, 2016, the majority of the operating assets and liabilities of the Company were acquired by Magna Energy Services, LLC, a newly formed Delaware limited liability company ("New Magna"). Pursuant to the purchase and sale agreement, the consideration related to the sale includes the total outstanding senior debt on the date of purchase, as well as certain additional liabilities and cash paid for the transaction costs associated with the sale. The total value of outstanding debt of the senior lender of the Company on the date of the sale was approximately $29,300,000 which was paid off by New Magna and the remaining assets and selected liabilities of Magna Energy were acquired through a net settlement of $12,500,000. The remaining debt of the Company was either converted to equity or included in the non-controlling interest, which is not included in the sale. None of the members of the Company are members of New Magna.

Note 2. Significant Accounting Policies

Use of estimates: The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the balance sheet. Significant estimates include the Company's allowance for doubtful accounts and assets held for sale. Actual results could differ from these estimates.

Principles of consolidation: The consolidated financial statements include the accounts of Magna Energy Services, LLC and Magna Real Estate, LLC ("Magna Real Estate") in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 810, Consolidation of Variable Interest Entities. All significant intercompany transactions and balances have been eliminated in consolidation.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 2. Significant Accounting Policies (Continued)

Cash and cash equivalents: Cash and cash equivalents are defined as cash on hand and cash in bank accounts with original maturities of three months or less. From time to time, the Company may hold cash in excess of federally insured amounts.

The Company maintains cash accounts with different financial institutions.

Restricted cash: Restricted cash consists of certificates of deposits held by the state of Wyoming for gravel pit reclamation.

Accounts receivable: The Company's accounts receivable arise through normal billing cycles and are generally due in 30 days. No interest is recorded on outstanding balances. The Company reviews receivables periodically for collectability and any items identified as uncollectible are reserved. As of December 31, 2015 and 2014, $320,000 and $405,000 was reserved, respectively. For production work not completed at the end of any billing cycle and thus not eligible for billing to the customer, an estimate is made of the work that has been completed and is recorded as unbilled accounts receivable.

Inventory: At December 31, 2015 and 2014, inventory primarily consists of salvaged pipe to be refurbished and sold, production use items, and shop parts used in the repair and maintenance of Company assets. Inventory is stated at the lower of cost or market, as calculated using the first in-first out method. The Company records provisions for slow-moving inventory to the extent the cost of inventory exceeds estimated net realizable value. The Company did not have a reserve at December 31, 2015 and 2014, for slow-moving inventory.

Property and equipment: Property and equipment are stated at cost or at estimated fair value at acquisition date if acquired in a business combination. Expenditures for repairs and maintenance are charged to expense as incurred and additions and improvements that significantly extend the lives of the assets are capitalized. Upon sale or other retirement of depreciable property, the cost and accumulated depreciation and amortization are removed from the related accounts and any gain or loss is reflected in operations. All property and equipment are depreciated or amortized (to the extent of estimated salvage values) on the straight-line method and the estimated useful lives of the assets generally range from 3-30 years.

Impairment of property and equipment: The Company reviews its long-lived assets including land, property and equipment for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the capitalized costs of the assets to the future undiscounted net cash flows expected to be generated by the assets. The Company did not record an impairment for the years ending December 31, 2015 and 2014.

Assets held for sale: At December 31, 2012, the Company removed pumping units from its oil field equipment as it intends to market these assets for sale. Accordingly, certain pumping units were segregated from property, plant, and equipment and classified as held for sale. Upon classification as held for sale, long-lived assets are no longer depreciated and a measurement for impairment is performed if there is any excess of carrying value over fair value less costs to sell. At December 31, 2012, this equipment was valued at net book value, which approximates net realizable value. During the years ended December 31, 2015 and 2014, the Company wrote down its assets held for sale to fair value resulting in an impairment charge of $963,000 and $158,397, respectively.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 2. Significant Accounting Policies (Continued)

Loan origination fees: The Company capitalized fees related to establishment of long-term debt. These fees are being amortized over the life of the loan on a straight-line basis. The difference between straight line and the effective interest method is not material to the consolidated financial statements. The Company recorded amortization expense of $153,800 and $92,807 for the years ended December 31, 2015 and 2014, respectively, which is included in interest expense on the consolidated statements of operations. During the year ended December 31, 2015 the Company amended the loans with its senior debt lender reducing the loan payments until March 1, 2016. As a result, the Company was assessed a $234,848 loan fee which is payable in March 2016. As the result of the sale of the Company on June 24, 2016 (Note 11), this fee was not taken by the bank and this fee has been eliminated from loan costs as of December 31, 2015. In addition, the Company incurred $103,694 in legal fees that are being amortized over the remaining term of the loans. In connection with the Company's sale, all debt was paid in full (Note 7) and all loan fees were expensed in 2016.

Non-controlling interest in Magna Real Estate, LLC: The Company entered into an operating lease agreement with Magna Real Estate in 2008. The operating lease agreement is for a term of 20 years, and is for the use of the land and infrastructure on the sole piece of property that Magna Real Estate owns. When the Company was sold on June 24, 2016 a new lease was written with a lease term of 2 years. Additionally, Magna Energy and Magna Real Estate have common ownership, and certain debt agreements for Magna Real Estate are collateralized by interests in Magna Energy. The Company evaluates variable interest entities ("VIEs") in which it holds a beneficial interest for consolidation. VIEs are defined as legal entities with insubstantial equity whose equity investors lack the ability to make decisions about the entity's activities, or whose equity investors do not have the right to receive the residual returns of the entity if they occur. Accordingly, there are three criteria to consider when determining if a company is a VIE. An entity is to be consolidated if it meets any of the three criteria. Magna Real Estate met the following criteria: the equity investment at risk is not sufficient to permit the entity to finance its activities without additional subordinated financial support provided by any parties, including the equity holders.

In 2015 and 2014, the Company has fully consolidated Magna Real Estate into its financial statements (Note 8). The 100 percent non-controlling ownership interest in the loss of Magna Real Estate is included as decrease to net loss in 2015 and 100 percent of the non-controlling ownership interest in the income of Magna Real Estate as a decrease to net income in 2014, respectively, to derive the Income (loss) attributable to Magna Energy members in the consolidated statements of operations. The 100 percent non-controlling interest in the equity of Magna Real Estate is shown as a separate component of members' equity in the consolidated balance sheets and statements of members' equity.

Goodwill and intangible assets: Goodwill is not amortized and is tested for impairment annually or whenever events or changes in circumstances indicate that the carrying value may not be recoverable in accordance with the Company's policy. The Company has chosen the end of its fiscal month of December as the date of its annual impairment test. Goodwill is evaluated for impairment at the reporting unit level. No impairments were recorded for the year ended December 31, 2014. It was determined that goodwill was impaired $20,001,754 as of December 31, 2015. There were several causes of the impairment. The first was a decrease in business activity in the Gillette geographical area due to the downturn in the energy sector, depressed value of the production equipment used in that area, and the management's estimated poor financial results in the immediate future years. In addition, due to

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 2. Significant Accounting Policies (Continued)

the sale of the Company on June 24, 2016, other components of goodwill were sold at less than carrying values.

Long-lived intangible assets with determinable economic life are tested for recoverability whenever events or circumstances indicate that their carrying amounts may not be recoverable. The Company has determined there is no impairment on intangible assets for the years ended December 31, 2015 and 2014.

Well servicing: Well servicing consists primarily of maintenance services, workover services, drilling services, tracking services and wireline services. The Company recognizes revenue when services are performed, collection of the relevant receivables is probable, persuasive evidence of an arrangement exists and the price is fixed or determinable. The Company prices well servicing by the hour or by the date of service performed.

Fluid services: Fluid services consist primarily of the sale, transportation, storage and disposal of fluids used in drilling and tracking of oil and natural gas wells. The Company recognizes revenue when services are performed, collection of the relevant receivables is probable, persuasive evidence of an arrangement exists and the price is fixed or determinable. The Company prices fluid services by the job, by the hour or by the quantities sold, disposed of or hauled.

Taxes assessed on sales transactions are presented on a net basis and are not included in revenue.

Major customers: The Company provides the majority of its services to a few customers. The Company does not consider this a risk as there is a readily available supply of customers in the area. For the years ended December 31, 2015 and 2014, the following customers exceeded 10 percent of revenue for the Company:

	2015				2014

	Revenue		Receivables		Revenue		Receivables
Company A	$	17,719,678	$	1,707,513	$	19,242,759	$	2,614,895
Company B		6,666,065		1,281,161

Income taxes: The Company is a limited liability company, and is treated as a pass through entity for income tax purposes. The Company's taxable income is passed through to its members. The Company is not subject to income taxes except for certain states in which the Company elects to pay income taxes on behalf of its members. For the year ended December 31, 2015, the Company elected to pay $10,279 of state taxes on behalf of its members.

The Company recognizes interest and penalties related to uncertain tax positions in income tax expense. No interest and penalties related to uncertain tax positions were accrued at December 31, 2015.

The tax years 2012 through 2015 remain open to examination by the major taxing jurisdictions in which the Company operates. The Company expects no material changes to unrecognized tax positions within the next twelve months.

Fair value measurements: On September 15, 2006, the FASB issued ASC 820, Fair Value Measurements and Disclosures. ASC 820 provides enhanced guidance for using fair value to measure assets and liabilities. ASC 820 also responds to investors' requests for expanded information about the

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 2. Significant Accounting Policies (Continued)

extent to which companies measure assets and liabilities at fair value, the information used to fair value and the effect of fair value measurements on earnings. ASC 820 applies whenever other standards require (or permit) assets or liabilities to be measured at fair value. ASC 820 does not expand the use of fair value in any new circumstances. ASC 820 is effective for financial statements issued for fiscal years beginning after November 15, 2007. The Company adopted ASC 820 on the first day of fiscal year 2008 for all their financial assets and financial liabilities (Note 4). The effective date for nonfinancial assets and nonfinancial liabilities applies to fiscal years beginning after November 15, 2008. The adoption of this portion of ASC 820 had no impact on the Company's consolidated financial statements.

The Company's financial assets and liabilities include cash and cash equivalents, accounts receivable, unbilled accounts receivable, inventory, assets held for sale, debt obligations, accounts payable, and accrued liabilities. The carrying amounts reported in the consolidated balance sheets for these assets approximate fair value due to the immediate or short-term maturities of these financial instruments.

Advertising costs: Advertising costs are expensed as incurred and are included in general and administrative expenses in the accompanying consolidated statements of operations. Advertising expense was approximately $27,000 and $55,000 for the years ended December 31, 2015 and 2014, respectively.

Recent accounting pronouncements: On January 16, 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2014-02, Intangibles—Goodwill and Other (Topic 350): Accounting for Goodwill. This ASU introduces an accounting alternative for private companies that simplifies and reduces the costs associated with the subsequent accounting for goodwill.

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606), which affects any entity that either enters into contracts with customers to transfer goods or services, or enters into contracts for the transfer of nonfinancial assets unless those contracts are within the scope of other standards. This ASU will supersede the revenue recognition requirements in Topic 605, Revenue Recognition, and most industry-specific guidance. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This ASU is effective for annual reporting periods beginning after December 15, 2017 and interim periods within annual periods beginning after December 15, 2018. A nonpublic entity may elect to apply the guidance in this ASU early with certain restrictions. The Company did not elect early adoption and is currently evaluating the impact of ASU 2014-09 on its consolidated financial statements.

In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern. The guidance requires an entity to evaluate whether there are conditions or events, in the aggregate, that raise substantial doubt about the entity's ability to continue as a going concern within one year after the date that the financial statements are issued or available to be issued and to provide related footnote disclosures in certain circumstances. The guidance is effective for the annual period ending after December 15, 2016, and for annual and interim periods thereafter. Early application is permitted. The Company did not elect early adoption.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 2. Significant Accounting Policies (Continued)

Reclassifications: Certain reclassifications have been made to the prior year consolidated financial statements to conform to the current year presentation. Such reclassifications had no effect on net loss.

Note 3. Goodwill and Intangible Assets

In connection with the Means Companies and Big 85 acquisitions on April 30, 2007, the Company recorded $9,639,358 of goodwill. As of December 31, 2011, goodwill was increased to $14,472,689 as a result of the Company meeting the earn-out provisions as described in the succeeding paragraph.

As of December 31, 2015, it was determined this goodwill of $14,472,689 was impaired. The primary cause of the impairment was decrease in business activity in the Gillette geographical area due to the downturn in the energy sector, depressed value of the production equipment used in that area and the management's estimated poor financial results in the immediate future years.

In connection with the April 7, 2011, acquisition of Holloway, the Company recorded $5,355,062 of goodwill, resulting from the excess of the consideration paid over the fair value of assets and liabilities assumed. Because the sale of the Company on June 24, 2016, resulted in the calculated value of the assets sold attributable to this goodwill was less than the appraised value of these assets used in the valuation, it was determined that an impairment of $2,020,062 had occurred as of December 31, 2015.

In connection with the March 20, 2012, acquisition of Western, the Company recorded $8,120,000 of goodwill, resulting from the excess of the consideration paid over the fair value of assets and liabilities assumed. Because the sale of the Company on June 24, 2016, resulted in the calculated value of the assets sold attributable to this goodwill was less than the appraised value of these assets used in the valuation, it was determined that an impairment of $3,029,003 had occurred as of December 31, 2015.

In connection with the July 13, 2012, acquisition of Premium, the Company recorded $480,000 of goodwill, resulting from the excess of the consideration paid over the fair value of assets and liabilities assumed. It was determined that a goodwill impairment of $480,000 occurred as of December 31, 2015. The primary cause of the impairment was the loss of the major customer from the acquisition.

Intangible assets are recorded at cost, less accumulated amortization. On March 20, 2012, as part of the purchase of Western, the principal stockholders were paid $10,000 for a non-compete agreement covering three years. On July 13, 2012, as part of the purchase of Premium, the principal stockholders were paid $5,000 for a non-compete agreement covering three years. For the years ended December 31, 2015 and 2014, the Company had recorded amortization expense in the amount of $1,683 and $5,823, respectively.

The intangible assets were fully amortized at December 31, 2015.

Note 4. Fair Value of Financial Instruments

ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability (i.e., the "exit price") in an orderly transaction between market participants at the measurement date.

In determining fair value, the Company uses various valuation approaches, including market, income and/or cost approaches. A hierarchy for inputs used in measuring fair value that maximizes the

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 4. Fair Value of Financial Instruments (Continued)

use of observable inputs and minimizes the use of unobservable inputs by requiring that the observable inputs be used when available. The hierarchy is broken down into three levels based on the reliability of inputs as follows:

Level 1: Valuations based on quoted prices in active markets for identical assets or liabilities that the Company has the ability to access.

Level 2: Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, directly or indirectly.

Level 3: Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

The following describes the valuation methodologies the Company uses for its fair value measurements:

Assets held for sale: Assets held for sale consist of pumping units and are measured at their fair value less costs to sell. The Company's assets held for sale are measured primarily using Level 2 inputs. The fair value was based on a valuation using quoted prices in markets that are not active.

The following table provides a summary of the fair values of assets and liabilities measured on a non-recurring basis under ASC 820 as of December 31, 2015:

	Level 1	Level 2		Level 3	Total

Assets:
Assets held for sale	$	$	124,000	$	$	124,000

The following table provides a summary of the fair values of assets and liabilities measured on a non-recurring basis under ASC 820 as of December 31, 2014:

	Level 1	Level 2		Level 3	Total

Assets:
Assets held for sale	$	$	1,087,000	$	$	1,087,000

During the year ended December 31, 2015 and 2014, the Company wrote down its assets held for sale to fair value using Level 2 inputs, resulting in an impairment charge of $963,000 and $158,397, respectively.

Note 5. Related Parties

All intercompany balances were eliminated in consolidation at December 31, 2015 and 2014. The Company leases a building from Magna Real Estate, and for the years ended December 31, 2015 and 2014, the Company's expenses included $480,000 and $480,000 in rent, which were also eliminated in consolidation. As a result of the sale of the Company on June 24, 2016, the lease rent with Magna Real Estate was terminated and a new lease was executed with the successor company that is not a related party.

As a result of the Western acquisition in 2012, the Company leases several building structures from the members and for the years ended December 31, 2015 and 2014, $30,000 and $106,500 of rent was expensed respectively. All leases expired during 2015. At December 31, 2014, the Company owed Western $5,613 for certain expenses.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 5. Related Parties (Continued)

As a result of the Holloway acquisition in 2011, the Company leased two buildings and a vacant lot from the members and for the years ended December 31, 2015 and 2014, the Company's expenses included $341,633 and $304,262 in rent, respectively. The leases for the two buildings expired October 2015.

The Company has an arrangement with Cornerstone Holdings, LLC ("Cornerstone") to perform management services, provide corporate offices and other duties. Cornerstone is one of the members in the Company. For the years ended December 31, 2015 and 2014, the Company incurred management fees of $1,192,655 and $2,472,127, respectively, under this arrangement, included in operating costs. At December 31, 2015 and 2014, the Company has accrued management fees of $6,727,161 and $5,534,507, respectively, included in accrued expenses for the fees incurred but not paid. In 2015, these unpaid management fees are treated as long-term liabilities as it is management's opinion that they will not be able to repay any portion in less than one year. In addition, the Company accrues interest on the unpaid balance at 6 percent per annum. At December 31, 2015 and 2014, the Company had accrued interest expense of $552,219 and $395,206, respectively. $150,000 of accrued interest was paid in 2015. When the Company was sold on June 24, 2016, the accrued management fees and the related interest were written off.

The Company leases the land and building housing the LaSalle operations on a month-to-month basis from Cornerstone Development, LLC ("Cornerstone Development"). One of the members of the Company has a majority interest in Cornerstone Development. For the years ended December 31, 2015 and 2014, $590,400 and $98,400 in rent was paid. As a result of the sale of the Company on June 24, 2016, the lease rent with Cornerstone Development, LLC was terminated and a new lease was executed with the successor company.

At December 31, 2015 and 2014, the Company owed Cornerstone $6,747 and $4,837, respectively, for certain expenses.

Other than rents, the Company has entered into transactions with entities in which members have a controlling interest. During the year ended December 31, 2015, the Company leased frac tanks amounting to $107,490, purchased tires amounting to $4,925 and purchased fuel amounting to $15,000. During the year ended December 31, 2014 the Company leased frac tanks amounting to $228,125, purchased tires amounting to $155,477, purchased fuel amounting to $134,048 and contracted truck hauling amounting to $27,143. In addition, during the years ended December 31, 2015 and 2014, $142,527 and $81,125, respectively, of parts inventory was purchased by a member of the Company.

In June 2012, the Company entered into a note receivable in the amount of $100,000 with an officer of the Company with a 0.23% annual interest rate. Annually, upon the first and second anniversaries of the date of his employment, $50,000 of the note will be forgiven if the officer is employed with the Company. During 2013, $50,000 of the note was forgiven and was recorded as salary expense under general and administrative expenses in the consolidated statement of operations. The remaining $50,000 was classified in current assets as of December 31, 2013. During 2014, the remaining portion of the note was forgiven and was recorded as a salary expense under general and administrative expenses in the consolidated statement of operations.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 6. Property and Equipment

Property and equipment consists of the following as of December 31:

	2015		2014

Office furniture and equipment	$	643,683	$	551,038
Equipment		29,886,431		29,130,330
Frac tanks		9,031,363		9,031,363
Vehicles		31,122,626		30,011,334
Trailers		6,621,641		6,584,667
Assets being refurbished		1,406,409		1,234,873
Land		996,956		1,063,355
Building/land improvements		3,691,859		4,137,299

		83,400,968		81,744,259
Less accumulated depreciation		52,454,966		41,450,516

Total property and equipment, net	$	30,946,002	$	40,293,743

The Company recorded depreciation expense for the years ended December 31, 2015 and 2014, of $11,244,714 and $10,412,186, respectively.

Note 7. Long-Term Debt

Long-term debt consists of the following as of December 31:

	2015			2014

Line of credit	$	2,581,508		$	12,810,131
Line of credit-related Party		4,000,000
Subordinated convertible promissory notes to members		4,046,478			3,650,166
Asset based loan		21,454,820			25,362,277
Real estate term loan #1		1,708,817			1,797,529
Notes payable to members		2,470,466			2,470,466
Capital expenditure term loan collateralized by specific equipment		6,914,679			7,343,966

Total debt		43,176,768			53,434,535
Less current portion		(6,766,213	)		(10,979,911	)
Less line of credit		6,581,508			12,810,131

Total long-term debt	$	29,829,047		$	29,644,493

Debt Refinancing. On November 26, 2013, the Company entered into a new loan agreement with its senior debt lender. The loan agreement has covenant requirements (as defined in the debt agreement) for a fixed charge coverage ratio and maximum senior leverage ratio. On June 30, 2015, the loan was amended to decrease the loan payments to $100,000 a month until March 1, 2016, when the normal loan payments are restored. There were increases in the interest rates as described below and changes in the covenant requirements one of which was applicable to December 31, 2015. The Company was in compliance with the applicable covenant requirement at December 31, 2015. On

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 7. Long-Term Debt (Continued)

June 24, 2016, the Company was sold and this loan was satisfied as part of a $12,500,000 settlement with the bank (Note 1).

Line of Credit. As part of the Western purchase, the Company amended its loan effective March 20, 2012, to increase its line of credit to $13,000,000. As a result of the debt refinancing, the line of credit was increased to $18,000,000. The line of credit is segregated into two amounts. At December 31, 2014, there was a fixed amount of $9,200,000 in which interest is calculated at LIBOR plus 2.75 percent (2.91 percent at December 31, 2014. Interest on the amount that exceeds $9,200,000 is calculated at 1.25 percent plus Fifth Third Prime (4.5 percent at December 31, 2014). During the year, the $9,200,000 was transferred to the main revolver. The loan has a maturity date of December 31, 2018, and is collateralized by eligible accounts receivable, as defined in the agreement. On June 24, 2016, the Company was sold and this loan was satisfied as part of a $12,500,000 settlement with the bank (Note 1).

Line of Credit-Related Party. As part of the June 30, 2015 amendment, the LLC owned by the majority member was required to provide to the Company a revolving credit facility in the amount of $4,000,000 over a three month period. These loans accrued interest a 20 percent per annum and the accrued interest expense at December 31, 2015, was $375,890. Repayment of the credit facility cannot occur earlier than July 15, 2016, and any subsequent prepayments must meet certain loan covenants. On January 1, 2016, management agreed to convert this loan to equity. On June 24, 2016, the Company was sold (Note 1) and this equity was deemed worthless.

Subordinated Convertible Promissory Notes. The Company entered into Subordinated Convertible Promissory Notes with five of its members for total debt of $2,601,205. The notes are dated August 31, 2012, for $1,592,913 and February 13, 2013, for $1,008,292 and are due within 15 days of repayment or refinancing with the Company's secured creditor. The members that are parties to the notes declined to enforce the repayment provision of the notes upon the Company's debt refinancing with its secured creditor. Principal and accrued interest may be converted into Class A membership units at a conversion rate of $1,282 per unit. Due to the uncertain maturity date of the note, interest due on the note shall be equal to the initial principal amount of the note. The note can also be repaid by the Company in whole or in part at any time without penalty or premium subject to conditions set forth in the Company's secured creditor loan agreement. As of December 31, 2015 and 2014, the Company has recognized $396,312 of interest expense on the debt for each year. On January 1, 2016, management agreed to convert $1,800,213 of principal to equity.

On June 24, 2016, the Company was sold (Note 1) and this equity was deemed worthless.

Asset Based Loan. As part of the Western purchase, the Company amended its loan effective March 20, 2012, increasing it by $10,704,281 to $36,674,000 and changed its principal payments to $365,167 per month. As a result of the debt refinancing, the loan was increased to $33,567,942 with a principal payment of $559,466 per month. The loan has an interest rate of LIBOR, plus 3.25 percent (3.42 percent at December 31, 2014). As a result of the June 30, 2015 amendment, $80,000 of the new $100,000 loan payment was allocated to the Asset Based Loan. The interest payment on the loan was increased to LIBOR, plus 4.25 percent (4.49 percent at December 31, 2015). The loan has a maturity date of December 31, 2018. On June 24, 2016, the Company was sold and this loan was satisfied as part of a $12,500,000 settlement with the bank (Note 1).

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 7. Long-Term Debt (Continued)

Capital Expenditure Term Loan. As part of the Western purchase, the Company paid off the outstanding balance as of March 20, 2012, of $2,034,163 and amended its loan agreement providing for up to $3,000,000 in financing for the purchase of equipment at 80 percent of its vendor's invoice amount. Principal payments were to commence on October 1, 2013 for amounts advanced as of September 30, 2013. As a result of the 2013 debt refinancing, all advances made as a result of this note were incorporated in the new asset based loan and a new debt facility was provided to allow up to $11,343,966 for the purchase of equipment at 80 percent of its vendor's invoice amount. Principal payments commence on January 1, 2015, for amounts advanced as of December 31, 2015. For amounts advanced during the year ended December 31, 2015, principal payments will commence on January 1, 2016. The loan amendment of June 30, 2015, terminated any further funding of equipment purchases. At the time of the amendment, $425,110 of purchases were funded by this loan. Principal payments are calculated at 1²/3 percent of the amounts advanced payable monthly. As a result of the June 30, 2015 amendment, $20,000 of the new $100,000 loan payment was allocated to the Capital Expenditure Term Loans. Interest is calculated at 1.75 percent plus Fifth Third Prime (5 percent at December 31, 2014). The June 30, 2015 amendment changed the calculation of the interest rate to 2.75 percent plus Fifth Third Prime (6.25 percent at December 31, 2015). The loans have a maturity date of December 31, 2019, for 2014 loan advances and December 31, 2020, for 2015 loan advances. On June 24, 2016, the Company was sold and this loan was satisfied as part of a $12,500,000 settlement with the bank (Note 1).

Member Loans. As part of the Western purchase, the previous stockholders became new members of the Company and provided $3,000,000 in financing. The loans have a 6 percent interest rate and mature on March 20, 2017. Annually, upon the first, second and third anniversaries of the date of the loans, the Company may make a payment of $1,000,000, plus any accrued and unpaid interest. The principal payments may only be made so long as the principal payments are in compliance with the payment provisions as defined in the loan agreement for the line of credit, asset based loan, cash flow loan and Term B loan. As of December 31, 2012, the Company did not make its first annual payment due to the payment restrictions on the notes listed above. As a result of the debt refinancing in 2013, the previous stockholders agreed to delay payment on the anniversary dates. During the year ended December 31, 2015, the Company made the first $1,000,000 payment that included $470,466 of accrued interest. Subsequent $1,000,000 payments are allowed in each calendar year provided that the Company is not in default of its loan covenants. The June 30, 2015 amendment delays payments for Member Loans to July 15, 2016. Interest is accrued at 6 percent of the unpaid balance. When the Company was sold on June 24, 2016, the unpaid portion of the loans and the related interest were not paid.

Real Estate Term Loans (#1 and #2). The term loans were entered into by Magna Real Estate on December 4, 2008 in order to satisfy a Magna Real Estate construction loan that came due in December 2008. The construction loan was entered into in order to finance the construction and landscaping of the facility and land that Magna Real Estate currently leases to Company. Real estate term loan #1 had an original maturity date of December 4, 2013. Real estate term loan #2 had an amended maturity date of December 4, 2013. During 2013, real estate term loans #1 and #2 were extended until May 31, 2015. Real estate term loan #1 requires regular monthly payments of $14,900, plus 5 percent interest, and a final balloon payment due at maturity. Real estate term loan #2 requires monthly payments of $7,357 at 5.5 percent interest rate. These loans are collateralized by the assets and properties held by Magna Real Estate and are guaranteed by equity members of both Magna Real

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MAGNA ENERGY SERVICES, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 7. Long-Term Debt (Continued)

Estate and the Company. During the year ended December 31, 2014, real estate term loan #2 was paid off from the sales of the improved vacant land. On May 29, 2015, Real estate term loan #1 was extended. The new monthly payments are $15,432 plus 5.5 percent interest and final balloon payment due on June 6, 2020. As a result of the sale of the Company on June 24, 2016 (Note 1), the lease with Magna Real Estate was terminated and a new lease was executed with the successor company that is not a related party.

As of December 31, 2015, the aggregate maturities of debt, for the next five years and thereafter are as follows:


2016	$	13,347,721
2017		8,364,620
2018		17,126,990
2019		2,917,441
2020		1,419,996

	$	43,176,768

Interest expense for the years ended December 31, 2015 and 2014, was $3,039,509 and $2,845,672, respectively.

Note 8. Non-Controlling Interest in Magna Real Estate

The following table presents condensed financial information for Magna Real Estate:

	2015		2014

Condensed Balance Sheet
Current assets	$	442,820	$	144,495
Long-lived assets		3,796,795		4,281,080

Total assets	$	4,239,615	$	4,425,575



Current liabilities	$	98,400	$	1,805,284
Long-term liabilities		1,616,855		—

Total liabilities		1,715,255		1,805,284
Members' equity		2,524,360		2,620,291

Total liabilities and members' equity	$	4,239,615	$	4,425,575

	2015			2014

Condensed Statement of Operations
Revenue	$	490,041		$	591,182
Expenses		(585,972	)		(33,703	)

Net income (loss)	$	(95,931	)	$	557,479

As of December 31, 2015 and 2014, the accompanying consolidated balance sheet includes non-controlling interest of $2,524,360 and $2,620,291, respectively, reflecting the equity of Magna Real

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MAGNA ENERGY SERVICES, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 8. Non-Controlling Interest in Magna Real Estate (Continued)

Estate not owned by the Company. The accompanying consolidated statements of operations include net loss attributable to non-controlling interest of $(95,931) and $557,479 for the years ended December 31, 2015 and 2014, respectively. Included in net income attributable to non-controlling interest for 2014 is a gain from the sales of improved vacant land in the amount of $261,314. Included in net loss attributable to non-controlling interest for 2015 are losses from asset disposals in the amount of $294,358 net of the gain from the sale of a vacant lot of $95,269. As a result in the downturn in the energy industry and as well as the closing of the water well in September 2015, water sales from the water well decreased by about $100,000 in 2015 as compared to 2014.

Note 9. Members' Equity (Deficit)

On March 16, 2012, the Company redeemed 4,491.31 Class A membership units in Magna Energy Services, LLC (representing 29.93 percent of the issued and outstanding Class A units) for $5,032,939. Effective March 20, 2012, the Company amended its original loan agreement to provide additional financing for the Western acquisition. The amendment called for capital contributions by the members of $3,727,230, which was used as part of the funding of the purchase price. In addition, the Company issued $8,272,770 in member units related to the acquisition. On June 24, 2016, the Company was sold (Note 1) and all membership units were deemed worthless.

In 2014, Magna Real Estate made distributions in the amount of $350,000 to its members. No distributions were made in 2015. On January 1, 2016, the $4,000,000 line of credit with a related party and $1,800,213 of the convertible notes were converted to equity. On June 24, 2016, the Company was sold (Note 1) and the equity was deemed worthless.

At December 31, 2015 and 2014, there were 23,636 Class A membership units outstanding. On June 24, 2016, the Company was sold (Note 1) and these Class A membership units were deemed worthless.

Note 10. Commitments and Contingencies

Operating lease commitments: The Company entered into an operating lease with Magna Real Estate to lease a building through September 2028. As a result of the sale of the Company on June 24, 2016 (Note 11), New Magna entered into a new lease agreement with Magna Real Estate reducing the monthly rent and changing the lease term to end in June 2018. In addition, the Company has an operating lease through March 2014 with members of the Company consisting of a building and a vacant lot. This lease was extended through March 2015 and then again through December 31, 2015. During 2015, the Company entered into a lease agreement to share office space with a related entity through May 31, 2021. As a result of the sale of the Company on June 24, 2016 (Note 11), the lease was verbally changed to month-to-month with the last payment made for December 2016. In addition, the Company entered into a lease agreement on a month-to-month basis for the new building now housing the LaSalle operations. As a result of the sale of the Company on June 24, 2016 (Note 11), this lease was terminated and a new lease entered into by the New Magna. Refer to Note 5 for further discussion of the operating leases held with related parties.

Rent expense for the years ended December 31, 2015 and 2014, was approximately $992,448 and $662,000, respectively, of which $480,000 related to the lease with Magna Real Estate was eliminated

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MAGNA ENERGY SERVICES, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 10. Commitments and Contingencies (Continued)

upon consolidation for each year. The total annual minimum lease payments for the next five years and thereafter are:

Years ended December 31:

2016	$	554,400
2017		554,400
2018		554,400
2019		554,400
2020 and thereafter		4,305,400

	$	6,523,000

In July 2013, the Company entered into an operating lease for a Williston, North Dakota building location through July 31, 2016. During 2014, the Company entered into various lease agreements for employee housing. Rent expense for these leases for the years ended December 31, 2015 and 2014, was approximately $330,000 and $80,000, respectively. The total annual minimum lease payments for the next five years and thereafter are:

Years ended December 31:

2016	$	427,902
2017		72,000

	$	499,902

On June 24, 2016, the Company was sold and the Company defaulted on the lease agreements for employee housing.

During 2015 and 2014, the Company entered into several operating lease agreements for semi-tractor trucks and water hauling trailers for lease periods of 48 or 60 months. Lease expense for the years ended December 31, 2015 and 2014, was approximately $2,422,713 and $2,226,000, respectively. The total annual minimum lease payments for the next five years and thereafter are:

Years ended December 31:

2016	$	2,422,713
2017		2,300,232
2018		1,832,048
2019		317,964

	$	6,872,957

On June 24, 2016, the Company was sold and some of equipment covered by these leases was purchased and the Company defaulted on the remaining leases. The remaining annual minimum lease payments were not assumed by New Magna in the June 24, 2016 (Note 11) acquisition.

Defined contribution plan: The Company's employees are eligible to participate in an Employee Profit Sharing Plan (the "401(k) Plan") if they meet certain eligibility criteria. The 401(k) Plan is referred to as a "Safe Harbor 401(k) Plan." In order to maintain safe harbor status, the Company made a safe harbor matching contribution equal to 100 percent of the employees' salary deferrals that

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MAGNA ENERGY SERVICES, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 10. Commitments and Contingencies (Continued)

did not exceed 4 percent of the employees' compensation in 2015 and 2014. This safe harbor matching contribution is fully vested and is referred to as enhanced matching contribution. Employees may also make Roth 401(k) contributions. Contributions to the 401(k) Plan are invested by the trustees of the 401(k) Plan in accordance with the directions of each participant. On termination of service due to death, disability, or retirement, a participant may receive a lump-sum amount equal to the value of the participant's vested interest in his or her account. The Company contribution to the 401(k) Plan on behalf of its employees was $157,726 and $253,783 for the years ended December 31, 2015 and 2014, respectively. With the last payroll of June 2015, the Company suspended any matching of its employee's contributions.

Contingencies: From time to time, the Company may be party to legal proceedings incidental to its business. In 2013, the Company was a party to a lawsuit with a vendor for unpaid rental fees in the amount of $171,078 plus interest at 24 percent. During the year ended December 31, 2015, this lawsuit was settled for a total amount of $45,000. There are currently no other claims, suits or complaints arising out of the normal course of business that have been filed or are pending against the Company at December 31, 2015.

With the sale of the Company to New Magna, there were certain property and building leases which were not assumed by New Magna and payments have not been made on these leases subsequent to June 24, 2016. The failure to pay could result in future liabilities to either the Company or New Magna. Estimated liabilities related to building leases are $217,000 and property leases are $2,315,000.

The Company also entered into agreements with certain employees whereby if the Company is sold for a value within certain parameters, these employees would receive a percentage of the excess net profit. As a result of the sale of the Company on June 24, 2016, none of the parameters were meant and thus there were no distributions.

During 2010, the Company granted an award to employees of Class B Units, whereby if the Company is sold for greater than fair value, they would share in proceeds from sale of assets. Until a sale occurs, the Class B members are not entitled to share in profits. No Class B Units were awarded during 2011. During 2012, employees with 158.65 Class B units terminated their employment with the Company, and new employees were granted 1,041 Class B Units. During 2013, one employee was granted an additional 138 Class B Units. During 2014, two employees were granted an additional 912 Class B Units. As of December 31, 2015 and 2014, 2,467 Class B Units, respectively, were outstanding. The fair value at the date of grant was insignificant to the consolidated financial statements. As the Company was sold in June 2016 for less than fair value, the Class B units have no value as of December 31, 2015.

Note 11. Subsequent Events

Subsequent events have been evaluated through February 3, 2017, the date the consolidated financial statements were available to be issued. As discussed in Note 1, on June 24, 2016, the majority of the Company's operating assets and liabilities were sold and the Company ceased operations.

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MAGNA ENERGY SERVICES, LLC

CONDENSED CONSOLIDATED BALANCE SHEET

(Unaudited)

June 24, 2016

	June 24, 2016

	(Unaudited)
Assets
Current assets:
Cash and cash equivalents	$	1,417,532
Accounts receivable, net of allowance of $389,789		3,184,203
Unbilled accounts receivable		275,742
Inventory		502,005
Assets held for sale		124,000
Prepaid expenses		693,549

Total current assets		6,197,031

Property and equipment, net		26,042,895



Long-term assets:
Restricted cash		129,691
Loan origination fees, net		233,184
Goodwill		8,426,000

Total long-term assets		8,788,875

Total assets	$	41,028,801



Liabilities and Members' Deficit
Current liabilities:
Notes payable, current portion	$	10,143,460
Line of credit		1,495,013
Accounts payable		874,367
Accrued expenses		1,725,193

Total current liabilities		14,238,033

Long-term liabilities:
Notes payable		21,859,986
Accrued unpaid management fees		7,057,543
Convertible notes		2,263,793

Total long-term liabilities		31,181,322

Total liabilities		45,419,355

Commitments and contingencies (Note 5)
Members' deficit:
Members' capital		32,124,059
Accumulated deficit		(39,167,381	)
Non-controlling interest		2,652,768

Total members' deficit		(4,390,554	)

Total liabilities and members' deficit	$	41,028,801

See notes to unaudited condensed consolidated financial statements.

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MAGNA ENERGY SERVICES, LLC

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

For the Period Ended June 24, 2016 and the Six Months Ended June 30, 2015

	June 24, 2016			June 30, 2015

	(Unaudited)
Revenues	$	16,519,112		$	32,938,268

Operating costs and expenses:
Direct cost of revenues		12,988,271			25,989,300
General and administrative		5,197,663			5,445,024
Depreciation and amortization		5,076,738			5,594,802
Management fees		330,382			653,768

Total operating costs and expenses		23,593,054			37,682,894

Loss from operations		(7,073,942	)		(4,744,626	)

Other income and (expense):
Interest expense		(765,813	)		(1,287,495	)
Gain on disposal of assets		—			82,470
Other income		—			259,488

Total other expense		(765,813	)		(945,537	)

Net income (loss)		(7,839,755	)		(5,690,163	)
Less: net income attributable to non-controlling interest in variable interest entity's earnings		(128,408	)		(182,017	)

Net loss attributable to Magna Energy Services, LLC	$	(7,968,163	)	$	(5,872,180	)

See notes to unaudited condensed consolidated financial statements.

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MAGNA ENERGY SERVICES, LLC

CONDENSED CONSOLIDATED STATEMENTS OF MEMBERS' DEFICIT

(Unaudited)

For the Period Ended June 24, 2016

	Members' Capital		Accumulated Deficit			Non-Controlling Interest		Total

	(Unaudited)
Balances, December 31, 2015	$	26,323,846	$	(31,199,218	)	$	2,524,360	$	(2,351,012	)
Conversion of Debt to Equity		5,800,213		—			—		5,800,213
Net loss		—		(7,968,163	)		128,408		(7,839,755	)

Balances, June 24, 2016	$	32,124,059	$	(39,167,381	)	$	2,652,768	$	(4,390,554	)

See notes to unaudited condensed consolidated financial statements.

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MAGNA ENERGY SERVICES, LLC

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

For the Period Ended June 24, 2016 and the Six Months Ended June 30, 2015

	June 24, 2016			June 30, 2015

	(Unaudited)
Cash flows from operating activities:
Net loss	$	(7,839,755	)	$	(5,690,163	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Bad debt expense		69,789			(64,281	)
Depreciation and amortization		5,239,454			5,665,828
Loss (gain) on sale of assets					11,470
Gain on sale of vacant property					(95,269	)
Changes in operating assets and liabilities:
Accounts receivable		2,993,869			11,127,789
Unbilled accounts receivable		(81,523	)		497,356
Inventory		18,587			(17,652	)
Other assets		1,180,634			(509,509	)
Restricted cash		9,714			31,482
Accounts payable		116,683			(477,960	)
Accrued unpaid management fees		330,382			653,768
Accrued expenses and other		335,213			342,527

Net cash provided by operating activities		2,373,047			11,475,386

Cash flows from investing activities:
Proceeds from sale of fixed assets					219,496
Additions to property and equipment		(173,630	)		(1,326,131	)

Net cash used in investing activities		(173,630	)		(1,106,635	)

Cash flows from financing activities:
Net proceeds under line of credit		(1,086,495	)		(9,389,526	)
Proceeds from related party line of credit					2,000,000
Proceeds from convertible notes		17,528			198,156
Payment of loan fees					(9,245	)
Proceeds from financing loan					2,185,507
Repayment of debt and capital leases		(545,336	)		(5,974,009	)

Net cash used in financing activities		(1,614,303	)		(10,989,117	)

Net increase (decrease) in cash and cash equivalents		585,114			(620,366	)
Cash and cash equivalents:
Beginning of period		832,418			1,432,316

End of period	$	1,417,532		$	811,950



Cash paid for interest	$	873,588		$	1,297,208



Non-cash activities:
Additions of property and equipment through notes payable	$	—		$	425,110



Conversion of related party line of credit to equity	$	4,000,000		$	—



Conversion of a portion of convertible notes to equity	$	1,800,213		$	—

See notes to unaudited condensed consolidated financial statements.

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MAGNA ENERGY SERVICES, LLC

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1. Basis of Presentation

The accompanying condensed consolidated financial statements of Magna Energy and its subsidiaries (collectively, "Magna" or the "Company"), are unaudited, pursuant to standards set by the Financial Accounting Standards Board (FASB). The FASB sets accounting principles generally accepted in the United States of American (GAAP). Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. In our opinion, the condensed consolidated financial statements include the normal, recurring adjustments necessary for the fair statement of the results for the interim periods. These financial statements should be read in conjunction with the audited consolidated financial statements, including the notes thereto.

Principles of consolidation: The consolidated financial statements include the accounts of Magna Energy Services, LLC and Magna Real Estate, LLC ("Magna Real Estate") in accordance with FASB Accounting Standards Codification (ASC) 810, Consolidation of Variable Interest Entities. All significant intercompany transactions and balances have been eliminated in consolidation.

Note 2. Related Parties

The Company leases a building from Magna Real Estate, and for the period ended June 24, 2016 and the six months ended June 30, 2015, the Company's expenses included $240,000 in rent, for both periods, which were also eliminated in consolidation. As a result of the sale of the Company on June 24, 2016, the lease with Magna Real Estate was terminated and a new lease was executed with the successor company that is not a related party.

The Company leases several building structures from the members and for the period ended June 24, 2016 and the six months ended June 30, 2015, $0 and $27,750 of rent was expensed respectively. All leases expired during 2015.

The Company has an arrangement with Cornerstone Holdings, LLC ("Cornerstone") to perform management services, provide corporate offices and other duties. Cornerstone is one of the members in the Company. For the period ended June 24, 2016 and the six months ended June 30, 2015, the Company incurred management fees of $330,382 and $653,768, respectively, under this arrangement, included in operating costs. At June 24, 2016, the Company has accrued management fees of $7,057,543 for the fees incurred but not paid. These unpaid management fees are treated as long-term liabilities as it is management's opinion that they will not be able to repay any portion in less than one year. In addition, the Company accrues interest on the unpaid balance at 6 percent per annum. At June 24, 2016, the Company had accrued interest expense of $718,056 within accrued expenses on the balance sheet. $0 and $150,000 of accrued interest was paid in 2016 and 2015. When the Company was sold on June 24, 2016, the accrued management fees and the related interest were written off.

The Company leases the land and building housing the LaSalle operations on a month-to-month basis from Cornerstone Development, LLC. One of the members of the Company has a majority

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MAGNA ENERGY SERVICES, LLC

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 2. Related Parties (Continued)

interest in Cornerstone Development, LLC. For the period ended June 24, 2016 and the six months ended June 30, 2015, $295,200, respectively, in rent was paid. As a result of the sale of the Company on June 24, 2016, the lease with Cornerstone Development, LLC was terminated and a new lease was executed with the successor company.

At June 24, 2016, Magna owed Cornerstone $12,217 for certain expenses which is included in accounts payable on the balance sheet.

Note 3. Long-Term Debt

Long-term debt consists of the following:

	June 24, 2106

Line of credit	$	1,495,013
Subordinated convertible promissory notes to members		2,263,793
Asset based loan		21,054,824
Real estate term loan		1,663,477
Notes payable to members		2,470,466
Capital expenditure term loan collateralized by specific equipment		6,814,679

Total debt		35,762,252
Less current portion		(10,143,460	)
Less line of credit		(1,495,013	)

Total long-term debt	$	24,123,779

Line of Credit—The Company has a line of credit with availability of $18,000,000. Interest is calculated at 2.25 percent plus Fifth Third Prime (5.75 percent at June 24, 2016). The loan has a maturity date of December 31, 2018, and is collateralized by eligible accounts receivable, as defined in the agreement. On June 24, 2016, the Company was sold and this loan was satisfied as part of a $12,500,000 settlement with the bank.

Line of Credit—Related Party—A member of the Company has provided to the Company a revolving credit facility in the amount of $4,000,000 over a three month period. These loans accrued interest at 20 percent per annum. Repayment of the credit facility cannot occur earlier than July 15, 2016, and any subsequent prepayments must meet certain loan covenants. On January 1, 2016, the lender and management agreed to convert this loan to equity.

Subordinated Convertible Promissory Notes to Members—The Company entered into Subordinated Convertible Promissory Notes with five of its members for total debt of $2,601,205, and are due within 15 days of repayment or refinancing with the Company's secured creditor. Principal and accrued interest may be converted into Class A Units at a conversion rate of $1,282 per unit. Due to the uncertain maturity date of the note, interest due on the note shall be equal to the initial principal amount of the note. As of June 24, 2016 and June 30, 2015, the Company has recognized $17,528 and $396,312 of interest expense on the debt. On January 1, 2016, management agreed to convert $1,800,213 of principal to equity.

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MAGNA ENERGY SERVICES, LLC

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 3. Long-Term Debt (Continued)

Asset Based Loan—The Company has an asset based loan with a principal payment of $559,466 per month. The interest payment is 2.75 percent plus Fifth Third Prime (6.25 percent at June 24, 2016). The loan has a maturity date of December 31, 2018. On June 24, 2016, the Company was sold and this loan was satisfied as part of a $12,500,000 settlement with the bank.

Capital Expenditure Term Loan—This loan provided up to $11,343,966 for the purchase of equipment at 80 percent of its vendor's invoice amount. Principal payments commence on January 1, 2015, for amounts advanced as of December 31, 2014. For amounts advanced during the year ended December 31, 2015, principal payments will commence on January 1, 2016. Interest is calculated at an interest rate of 2.75 percent plus Fifth Third Prime (6.25 percent at June 24, 2016). The loans have a maturity date of December 31, 2019, for 2014 loan advances and December 31, 2020, for 2015 loan advances. On June 24, 2016, the Company was sold and this loan was satisfied as part of a $12,500,000 settlement with the bank.

Notes Payable to Members—The Company has outstanding notes from members which bear interest at 6 percent of the unpaid balance. When the Company was sold on June 24, 2016, the unpaid portion of the loans and the related interest of $2,470,466 were not paid.

Real Estate Term Loan—Magna Real Estate holds this term loan which is collateralized by the assets and properties held by Magna Real Estate and are guaranteed by equity members of both Magna Real Estate and Magna Energy. Monthly payments are $15,432 plus 5.5 percent interest and final balloon payment due on June 6, 2020.

Loan Origination Fees—The Company capitalized fees related to establishment of long-term debt. These fees are being amortized over the life of the loan on a straight-line basis. The difference between straight-line and the effective interest method is not material to the consolidated financial statements. The Company recorded amortization expense of $162,000 and $71,026 for the period ended June 24, 2016 and for the six months ended June 30, 2015, respectively, which is included in interest expense on the consolidated statements of operations. In connection with the Company's sale, all debt was paid in full and all loan fees were expensed in 2016.

Note 4. Non-Controlling Interest in Magna Real Estate

The following table presents condensed financial information for Magna Real Estate:

	June 24, 2016

Condensed Balance Sheet
Current assets	$	590,080
Long-lived assets		3,735,181

Total assets	$	4,325,261



Current liabilities	$	103,541
Long-term liabilities		1,568,952

Total liabilities		1,672,493
Members' equity		2,652,768

Total liabilities and members' equity	$	4,325,261

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MAGNA ENERGY SERVICES, LLC

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 4. Non-Controlling Interest in Magna Real Estate (Continued)

	June 24, 2016			June 30, 2015

Condensed Statement of Operations
Revenue	$	240,000		$	249,863
Expenses		(111,592	)		(67,846	)

Net income	$	128,408		$	182,017

As of June 24, 2016, the accompanying consolidated balance sheet includes non-controlling interest of $2,652,768, reflecting the equity of Magna Real Estate not owned by the Company. The accompanying consolidated statements of operations include net income attributable to non-controlling interest of $128,408 and $182,017 for the period ended June 24, 2016 and the six months ended June 30, 2015, respectively. Included in net income attributable to non-controlling interest for the six months ended June 30, 2015 is the gain from the sale of a vacant lot of $80,978.

Note 5. Commitments and Contingencies

Note 6. Subsequent Events

Subsequent events have been evaluated through March 2, 2017, the date the condensed consolidated interim financial statements were available to be issued. All subsequent events have been fully disclosed elsewhere within these financial statements.

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INDEPENDENT AUDITOR'S REPORT

To the Member of
Bayou Workover Services
Houston, Texas

We have audited the accompanying financial statements of Bayou Workover Services (the "Company"), which comprise the balance sheet as of December 31, 2015, and the related statements of operations, net parent investment, and cash flows for the year ended December 31, 2015 and for the period from January 1, 2016 to October 3, 2016, and the related notes to the financial statements.

Management's Responsibility for the Financial Statements

Auditor's Responsibility

Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Bayou Workover Services as of December 31, 2015, and the results of its operations and its cash flows for the year ended December 31, 2015 and for the period from January 1, 2016 to October 3, 2016, in accordance with accounting principles generally accepted in the United States of America.

/s/ BDO USA, LLP

Houston, Texas
March 9, 2017

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BAYOU WORKOVER SERVICES

BALANCE SHEET

(in millions)

	December 31, 2015

Assets
Current Assets
Cash and cash equivalents	$	5.7
Accounts receivable—trade		5.4
Unbilled revenue		0.5
Prepaid expenses		0.7

Total current assets		12.3

Property and equipment, net		61.5

Total assets	$	73.8



Liabilities and Net Parent Investment
Current Liabilities
Accounts payable—trade	$	0.6
Accounts payable—related party		0.1
Accrued wages		0.5
Accrued property taxes		0.4
Accrued expenses		0.5

Total current liabilities		2.1

Total liabilities		2.1

Commitments and Contingencies (Note 5)
Net Parent Investment		71.7

Total Liabilities and Net Parent Investment	$	73.8

The accompanying notes are an integral part of these financial statements.

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BAYOU WORKOVER SERVICES

STATEMENTS OF OPERATIONS

(in millions)

	Year ended December 31, 2015			January 1, 2016 to October 3, 2016

Revenues	$	55.1		$	27.3
Operating Expenses
Cost of services (exclusive of depreciation shown separately below)		41.3			23.2
General and administrative expenses		10.5			5.0
Depreciation		14.2			9.6

Total operating expenses		66.0			37.8

Net loss	$	(10.9	)	$	(10.5	)

The accompanying notes are an integral part of these financial statements.

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BAYOU WORKOVER SERVICES

STATEMENTS OF CHANGES IN NET PARENT INVESTMENT

(in millions)


Balance at January 1, 2015	$	88.5
Net Loss		(10.9	)
Net Parent Investment		(5.9	)

Balance at December 31, 2015		71.7
Net Loss		(10.5	)
Net Parent Investment		(5.1	)

Balance at October 3, 2016	$	56.1

The accompanying notes are an integral part of these financial statements.

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BAYOU WORKOVER SERVICES

STATEMENTS OF CASH FLOWS

(in millions)

	Year ended, December 31, 2015			January 1, 2016 to October 3, 2016

Cash Flows From Operating Activities
Net loss	$	(10.9	)	$	(10.5	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation		14.2			9.6
Loss on sale of property and equipment		0.4			0.2
Bad debt expense		0.1			—
Changes in operating assets and liabilities
Accounts receivable—trade		7.5			1.4
Unbilled revenue		0.6			(0.7	)
Prepaid expenses		0.8			0.7
Accounts payable—trade		(0.7	)		0.1
Accounts payable—related party		0.1			—
Accrued Wages		(0.2	)		(0.1	)
Accrued Property Taxes		0.1			(0.4	)
Accrued Expenses		0.5			(0.5	)
Other liabilities		(1.1	)		0.6

Net cash provided by operating activities	$	11.4		$	0.4

Cash Flows From Investing Activities
Additions to property and equipment		(2.6	)		(1.2	)
Proceeds from sale of equipment		1.6			0.3

Net cash used in investing activities	$	(1.0	)	$	(0.9	)

Cash Flows From Financing Activities
Net parent investment		(5.9	)		(5.1	)

Net cash used in financing activities	$	(5.9	)	$	(5.1	)

Net increase (decrease) in cash and cash equivalents		4.5			(5.6	)
Cash and cash equivalents, beginning of period		1.2			5.7

Cash and cash equivalents, end of period	$	5.7		$	0.1

Supplemental disclosure of noncash investing activity
Non-cash capital expenditures included in liabilities	$	—		$	1.0
Non-cash transfers of property and equipment	$	—		$	2.2

The accompanying notes are an integral part of these financial statements.

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BAYOU WORKOVER SERVICES

NOTES TO FINANCIAL STATEMENTS

Note 1: Nature of Operations and Basis of Presentation

Nature of Operations

Bayou Workover Services (the "Company") consists of certain assets that historically operated as part of Bayou Well Holdings Company, LLC ("Holdings" or "Parent") and its affiliates, Bayou Well Services, LLC ("Well Services") and Bayou Workover Services, LLC ("Workover Services"). The Company provides workover rig services, completion services, water transfers, snubbing services, trucking services and equipment rentals to the oil and gas industry. The Company has performed services in Arkansas, Colorado, Louisiana, Mississippi, Montana, North Dakota, Texas, California and Wyoming since 2010.

On October 3, 2016, the Company was acquired by Ranger Energy Services, LLC for an aggregate purchase price of approximately $50.5 million.

Basis of Presentation

The accompanying financial statements reflect the financial position, results of operations, changes in net parent investment and cash flows of the Company as of and for the year ended December 31, 2015 and for the period from January 1, 2016 to October 3, 2016. The financial statements have been prepared on a "carve-out" basis as if it were operated on a stand-alone basis and are derived from the consolidated financial statements and accounting records of Holdings. The financial statements may not be indicative of the Company's future performance and do not necessarily reflect what the financial position, results of operations and cash flows would have been had the Company operated independently during the periods presented.

The financial statements include expense allocations for certain functions provided by Holdings, its affiliates and the Company, including, but not limited to, general corporate expenses related to executive management, finance, technology, legal, treasury, marketing and other expenses (see Note 4). These allocations were based primarily on direct usage basis when identifiable or based on the basis of revenue during the respective periods. Management considers the basis on which the expenses have been allocated to reasonably reflect the utilization of services provided to or the benefit received by the Company during the periods presented. The allocations may not, however, reflect the expenses the Company would have incurred as an independent company for the period presented. Actual costs that may have been incurred if the Company had been a stand-alone entity would depend on a number of factors, including the organizational structure, whether functions were outsourced or performed by employees, and strategic decisions made in areas such as information technology and infrastructure.

The Company reflects payments made or received by Holdings or its affiliates on behalf of the Company as a component of net parent investment on the balance sheet. The accompanying financial statements do not include the associated borrowings, interest expense or deferred financing costs associated with Holding's long-term debt since the debt was not directly attributable to the operations of the Company's business and was not assumed in connection with Ranger Energy Services, LLC's acquisition of the Company in October 2016. Cash generated by and used in our operations is transferred to the Parent on a regular basis. We have reflected cash management and financing activities performed by the Parent as a component of net parent investment on our accompanying balance sheet, and as net parent investment on our accompanying statements of cash flows.

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BAYOU WORKOVER SERVICES

NOTES TO FINANCIAL STATEMENTS (Continued)

Note 2: Summary of Significant Accounting Policies

Accounting Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America ("GAAP") requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. On an ongoing basis, the Company evaluates estimates and assumptions, including those related to the allowance for doubtful accounts, useful lives and impairment considerations of property and equipment and contingencies. The Company bases its estimates and assumptions on historical experience and on various other factors the Company believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates.

Cash and Cash Equivalents

The Company considers all highly-liquid investments purchased with an original maturity of three months or less to be cash equivalents.

Revenue Recognition

Revenues are recognized when persuasive evidence of an arrangement exists, services have been rendered, the sales price is fixed or determinable, and collectability is reasonably assured. Unbilled revenues represent revenues earned that have not been billed.

Allowance for Doubtful Accounts

The Company provides an allowance for doubtful accounts, which is based upon a review of outstanding receivables, historical collection information, and existing economic conditions. Provisions for doubtful accounts are recorded when it is deemed probable that the customer will not make the required payments at either the contractual due dates or in the future. Recoveries of receivables previously charged off are recorded as income when received. At December 31, 2015 and October 3, 2016, there was no allowance for doubtful accounts.

Property and Equipment

Property and equipment are recorded at cost less accumulated depreciation. Maintenance and repairs, which do not improve or extend the life of the related assets, are charged to expense when incurred. When property and equipment are sold or otherwise disposed of, the asset account and related accumulated depreciation account are relieved, and any gain or loss is included in operations.

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BAYOU WORKOVER SERVICES

NOTES TO FINANCIAL STATEMENTS (Continued)

Note 2: Summary of Significant Accounting Policies (Continued)

Property and equipment was as follows at December 31, 2015 (in millions):

	Estimated Useful Life

Workover rigs and equipment	5 - 10 years	$	67.0
Other oilfield equipment	3 - 10 years		26.8
Vehicles	3 - 5 years		6.0
Buildings	10 years		5.3
Furniture and fixtures	2 - 3 years		0.5

			105.6
Less: Accumulated depreciation			(44.1	)

Property and equipment, net		$	61.5

The cost of property and equipment currently in service is depreciated on a straight-line basis over the estimated useful lives of the related assets. Depreciation expense was $14.2 and $9.6 million for the year ended December 31, 2015 and for the period from January 1, 2016 to October 3, 2016, respectively.

The Company reviews the carrying amounts of long-lived assets for potential impairment when events occur or circumstances change that indicate that the carrying value of such assets may not be recoverable. When required, impairment losses on assets to be held and used or disposed of other than by sale are recognized based on the estimated fair value of the asset. Assets to be disposed of by sale are reported at the lower of their carrying amounts or fair values less costs to sell. There were no impairments of property and equipment during the year ended December 31, 2015 and the period from January 1, 2016 to October 3, 2016.

Fair Value

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. The Company's financial instruments consist of cash and cash equivalents, accounts receivable and accounts payable. The recorded values of cash and cash equivalents, accounts receivable, and accounts payable approximate their fair values based on their short-term nature.

Net Parent Investment

Net parent investment represents historical investments in the Company, the Company's accumulated net results and the net effect of transactions with, and allocations from Holdings. See Note 4.

Income Taxes

The Company is not subject to federal income taxes. Instead, income or loss of the Company is reported by the respective members of Holdings on their federal income tax returns. The state income tax expense allocated to the Company was not material for the year ended December 31, 2015 and for the period from January 1, 2016 to October 3, 2016.

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BAYOU WORKOVER SERVICES

NOTES TO FINANCIAL STATEMENTS (Continued)

Note 2: Summary of Significant Accounting Policies (Continued)

Management has evaluated the Company's tax positions and concluded that the Company has taken no uncertain tax positions that require adjustment to the financial statements. The Company's Parent is subject to income tax examinations by U.S. federal, state, and local tax authorities for years beginning in 2010. The Company reports tax-related interest in interest expense and tax-related penalties in state income tax expense; however, no such amounts were recorded during the periods presented.

Recent Accounting Pronouncement

In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2014-09, "Revenue from Contracts with Customers." ASU 2014-09 supersedes existing revenue recognition requirements in GAAP and requires an entity to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. Additionally, it requires expanded disclosures regarding the nature, amount, timing and certainty of revenue and cash flows from contracts with customers. The ASU was effective for annual and interim reporting periods beginning after December 15, 2017, using either a full or a modified retrospective application approach. The Company is in the initial stages of evaluating the effect of the standard on the financial statements and continues to evaluate the available transition method.

In February 2016, the FASB issued ASU 2016-02, Leases, which requires lessees to recognize right of use assets and lease liabilities on the balance sheet for all leases except short-term leases. On the income statement, leases will be classified as operating or finance leases. This standard is effective for fiscal years beginning after December 15, 2018, including interim periods within that reporting period. At this time, the Company has no financing leases or operating leases with terms in excess of one year. As a result, the adoption of this standard will not be material to the Company, assuming there is not an increase in lease activity.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses. The amendments in ASU 2016-13 require the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. In addition, ASU 2016-13 amends the accounting for credit losses on available-for-sale debt securities and purchased financial assets with credit deterioration. The amendment is effective for public entities for annual reporting periods beginning after December 15, 2019, however early application is permitted for reporting periods beginning after December 15, 2018. The Company is in the process of evaluating the impact on its financial statements.

Note 3: Customer Concentrations

Because our revenues are generated primarily from customers who are subject to the same factors generally impacting the oil and natural gas industry, our operations are also susceptible to market volatility resulting from economic, cyclical, weather-related or other factors related to such industry. Changes in the level of operations and capital spending in the industry, decreases in oil and natural gas price, or industry perception about future oil and natural gas prices could materially decrease the demand for our services, adversely affecting our financial position, results of operations, and cash flows.

For the year ended December 31, 2015, Statoil Oil & Gas LP, Noble Energy, EOG Resources and PDC Energy comprised 58% of total revenues. For the period from January 1, 2016 to October 3,

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BAYOU WORKOVER SERVICES

NOTES TO FINANCIAL STATEMENTS (Continued)

Note 3: Customer Concentrations (Continued)

2016, Statoil Oil & Gas LP, Noble Energy and PDC Energy customers comprised 70% of total revenues. As of December 31, 2015, Statoil Oil & Gas LP and Noble Energy comprised approximately 46% of trade receivables.

Note 4: Related Party Transactions

The Company is part of the consolidated operations of Holdings, and substantially all of our revenues as shown on the accompanying combined statements of operations for the year ended December 31, 2015 and for the period from January 1, 2016 to October 3, 2016 were primarily derived from transactions with third parties, as well as Holdings and its affiliates. The Parent and its affiliates also provide general and administrative services for us and the accompanying combined financial statements include expense allocations for these support functions. These allocations are based on direct usage when identifiable or an allocable share of the total costs of the Parent and its affiliate's employees engaged by the Company to the extent such employees perform services for our benefit. We believe that these allocations are reasonable and reflect the utilization of services provided and benefits received, but may differ from the cost that would have been incurred had we operated as a stand-alone entity for the periods presented.

For the year ended December 31, 2015, the parent and its affiliates allocated approximately $27.1 and $7.1 million, respectively, in cost of services and general and administrative expenses for employee compensation, benefits and related charges to the Company. For the period from January 1, 2016 to October 3, 2016, the parent and its affiliates allocated approximately $15.0 million and $3.2 million in cost of services and general and administrative expenses, respectively, for employee compensation, benefits and related charges to the Company. For the year ended December 31, 2015, the Company recorded $0.5 million in related party revenue. For the period from January 1, 2016 to October 3, 2016, the Company transferred property and equipment to a related party with a net book value of approximately $0.4 million for de minimus value. In addition, adjustments for intercompany transfers to appropriately exclude assets from the carve-out financial statements were captured in net parent investment. Net parent investment represents historical investments in the Company, the Company's accumulated net results and the net effect of transactions with, and allocations from, Holdings and its affiliates.

During 2015, the Company purchased approximately $0.3 million of equipment from Fortitude Specialty Manufacturing, LLC, an entity affiliated with Holdings through common ownership. As of December 31, 2015, related party payables consisted of $0.1 million.

Credit Agreement

The Company was a guarantor and its assets were collateralized for a debt obligation of its Parent. The Parent has a credit agreement (as amended and restated in 2014, the "Credit Agreement"), which includes a revolving line of credit, term loan and advancing term facilities. The Credit Agreement provides for up to $20 million of advancing term loans. Interest on advancing term loan facilities is at prime and LIBOR for a base rate and a LIBOR loan, respectively, plus a margin percentage, as defined in the agreement (2.9% at December 31, 2015). The Parent borrowed $20 million and made principal payments of $3.75 million during 2015, resulting in $16.25 million of outstanding principal as of December 31, 2015 (2.9% at December 31, 2015). Amounts outstanding under the Credit Agreement were fully repaid by Holdings in August 2016 and the Credit Agreement was terminated.

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BAYOU WORKOVER SERVICES

NOTES TO FINANCIAL STATEMENTS (Continued)

Note 4: Related Party Transactions (Continued)

The Company was jointly and severally liable for the entire loan amount and related expenses associated with the loan. The accompanying financial statements do not include the associated borrowings, interest expense or deferred financing costs associated with Holding's debt obligation since they are not directly attributable to the operations of the Company's business and were not assumed in connection with Ranger Energy Services, LLC's acquisition of the Company in October 2016.

Note 5: Commitments and Contingencies

Employee Benefits

The Company's employees participate in a retirement savings plan maintained by an affiliate of Holdings (the "Plan"). During the year ended December 31, 2015 and the period from January 1, 2016 to October 3, 2016, the Company contributed approximately $0.6 million and $0, respectively, to the Plan.

Legal Matters

Note 6: Subsequent Events

We have evaluated subsequent events through March 9, 2017, the date the financial statements were available to be issued.

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Part II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other expenses of issuance and distribution

The following table sets forth an itemized statement of the amounts of all expenses (excluding underwriting discounts and commissions) payable by us in connection with the registration of the common stock offered hereby. With the exception of the SEC registration fee, FINRA filing fee and NYSE listing fee, the amounts set forth below are estimates.


SEC registration fee	$	11,590
FINRA filing fee			*
NYSE listing fee			*
Accountants' fees and expenses			*
Legal fees and expenses			*
Printing and engraving expenses			*
Transfer agent and registrar fees			*
Miscellaneous			*

Total	$		*

*: To be provided by amendment.

Item 14. Indemnification of Directors and Officers

Our amended and restated certificate of incorporation will provide that a director will not be liable to the corporation or its shareholders for monetary damages to the fullest extent permitted by the DGCL. In addition, if the DGCL is amended to authorize the further elimination or limitation of the liability of directors, then the liability of a director of the corporation, in addition to the limitation on personal liability provided for in our certificate of incorporation, will be limited to the fullest extent permitted by the amended DGCL. Our amended and restated bylaws will provide that the corporation will indemnify, and advance expenses to, any officer or director to the fullest extent authorized by the DGCL.

Section 145 of the DGCL provides that a corporation may indemnify directors and officers as well as other employees and individuals against expenses, including attorneys' fees, judgments, fines and amounts paid in settlement in connection with specified actions, suits and proceedings whether civil, criminal, administrative, or investigative, other than a derivative action by or in the right of the corporation, if they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe their conduct was unlawful. A similar standard is applicable in the case of derivative actions, except that indemnification extends only to expenses, including attorneys' fees, incurred in connection with the defense or settlement of such action and the statute requires court approval before there can be any indemnification where the person seeking indemnification has been found liable to the corporation. The statute provides that it is not exclusive of other indemnification that may be granted by a corporation's certificate of incorporation, bylaws, disinterested director vote, shareholder vote, agreement or otherwise.

Our amended and restated certificate of incorporation will also contain indemnification rights for our directors and our officers. Specifically, our amended and restated certificate of incorporation will provide that we shall indemnify our officers and directors to the fullest extent authorized by the DGCL. Furthermore, we may maintain insurance on behalf of our officers and directors against expense, liability or loss asserted incurred by them in their capacities as officers and directors.

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We have obtained directors' and officers' insurance to cover our directors, officers and some of our employees for certain liabilities.

We will enter into written indemnification agreements with our directors and executive officers. Under these proposed agreements, if an officer or director makes a claim of indemnification to us, either a majority of the independent directors or independent legal counsel selected by the independent directors must review the relevant facts and make a determination whether the officer or director has met the standards of conduct under Delaware law that would permit (under Delaware law) and require (under the indemnification agreement) us to indemnify the officer or director.

The underwriting agreement provides for indemnification by the underwriters of us and our officers and directors, and by us of the underwriters, for certain liabilities arising under the Securities Act or otherwise in connection with this offering.

Item 15. Recent Sales of Unregistered Securities

In connection with our incorporation on February 17, 2017, under the laws of the State of Delaware, we issued 1,000 shares of our common stock to Ranger Services for an aggregate purchase price of $10. These securities were offered and sold by us in reliance upon the exemption from the registration requirements provided by Section 4(a)(2) of the Securities Act. These shares will be redeemed for nominal value in connection with our reorganization.

Further, pursuant to the terms of certain reorganization transactions that will be completed prior to the closing of this offering, as described in further detail under "Corporate Reorganization," we will issue shares of Class A common stock to certain of the Existing Owners and shares of Class B common stock to Ranger LLC. Neither issuance will involve any underwriters, underwriting discounts or commissions or a public offering, and we believe that each such issuance will be exempt from registration requirements pursuant to Section 4(a)(2) of the Securities Act.

Item 16. Exhibits and Financial Statement Schedules

See the Exhibit Index immediately following the signature page hereto, which is incorporated by reference as if fully set forth herein.

Item 17. Undertakings

The undersigned registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreement certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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The undersigned registrant hereby undertakes that:

(1): For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.
(2): For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on May 22, 2017.


		Ranger Energy Services, Inc.
		By:		/s/ DARRON M. ANDERSON
				Darron M. Anderson
				President, Chief Executive Officer and Director

Each person whose signature appears below appoints Darron M. Anderson and Robert S. Shaw Jr., and each of them, any of whom may act without the joinder of the other, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement and any Registration Statement (including any amendment thereto) for this offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or would do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities indicated below as of May 22, 2017.

Name		Title


/s/ DARRON M. ANDERSON Darron M. Anderson		President, Chief Executive Officer and Director (Principal Executive Officer)
/s/ ROBERT S. SHAW JR. Robert S. Shaw Jr.		Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
/s/ MERRILL A. MILLER JR. Merrill A. Miller Jr.		Chairman of the Board
/s/ BRETT AGEE Brett Agee		Director

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Name		Title


/s/ RICHARD AGEE Richard Agee		Director
/s/ WILLIAM M. AUSTIN William M. Austin		Director
/s/ CHARLES S. LEYKUM Charles S. Leykum		Director
/s/ VIVEK RAJ Vivek Raj		Director
/s/ KRISHNA SHIVRAM Krishna Shivram		Director

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INDEX TO EXHIBITS

		Description

*1.1		Form of Underwriting Agreement
*2.1		Form of Master Reorganization Agreement
**3.1		Certificate of Incorporation of Ranger Energy Services, Inc.
**3.2		Form of Amended and Restated Certificate of Incorporation of Ranger Energy Services, Inc.
**3.3		Bylaws of Ranger Energy Services, Inc.
**3.4		Form of Amended and Restated Bylaws of Ranger Energy Services, Inc.
*4.1		Form of Registration Rights Agreement
*5.1		Opinion of Vinson & Elkins L.L.P. as to the legality of the securities being registered
**10.1	†	Form of Ranger Energy Services, Inc. Long Term Incentive Plan
**10.2	†	Form of Indemnification Agreement
*10.3		Form of Tax Receivable Agreement
*10.4		Form of Amended and Restated Limited Liability Company Agreement of RNGR Energy Services, LLC
*10.5		Form of Credit Agreement
**10.6	‡	Amended and Restated Purchase Agreement, dated as of April 28, 2017, by and among Ranger Energy Services, LLC, Ranger Energy Leasing, LLC, Ranger Energy Services, Inc. and National Oilwell Varco, L.P.
*10.7	†	Amended and Restated Limited Liability Company Agreement of Ranger Energy Holdings, LLC
*10.8	†	Amended and Restated Limited Liability Company Agreement of Torrent Energy Holdings, LLC
*10.9	†	Amended and Restated Limited Liability Company Agreement of Ranger Energy Holdings II, LLC
*10.10	†	Amended and Restated Limited Liability Company Agreement of Torrent Energy Holdings II, LLC
**10.11	†	Employment Agreement, dated as of September 16, 2014, by and between Torrent Energy Services, LLC and Lance Perryman
*21.1		List of subsidiaries of Ranger Energy Services, Inc.
**23.1		Consent of BDO USA, LLP
**23.2		Consent of BDO USA, LLP
**23.3		Consent of Whitley Penn LLP
**23.4		Consent of Hein & Associates LLP
*23.5		Consent of Vinson & Elkins L.L.P. (included as part of Exhibit 5.1 hereto)
**23.6		Consent of Coras Oilfield Research
**23.7		Consent of Spears & Associates
**23.8		Consent of Qittitut Consulting
**24.1		Power of Attorney (included on the signature page of this Registration Statement)

*: To be filed by amendment.
**: Filed herewith.
***: Previously filed.
†: Compensatory plan or arrangement
‡: Confidential treatment requested with respect to certain portions of this exhibit. Omitted portions filed separately with the SEC.

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EX-3.1 2 a2232179zex-3_1.htm EX-3.1

Exhibit 3.1

CERTIFICATE OF INCORPORATION

RANGER ENERGY SERVICES, INC.

FIRST: The name of the corporation is Ranger Energy Services, Inc. (the “Corporation”).

SECOND: The address of the Corporation’s registered office in the State of Delaware is The Corporation Trust Center, 1209 Orange Street, City of Wilmington, County of New Castle, Delaware 19801. The name of its registered agent at such address is The Corporation Trust Company.

THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware. The Corporation shall have all power necessary or convenient to the conduct, promotion or attainment of such acts and activities.

FOURTH: The total number of shares of all classes of stock that the Corporation shall have authority to issue is One Thousand (1,000) shares. All shares shall be Common Stock, par value of One Cent ($0.01) per share, and are to be of one class.

FIFTH: Each holder of shares of Common Stock shall be entitled to attend all special and annual meetings of the stockholders of the Corporation and to cast one vote for each outstanding share of Common Stock so held upon any matter or thing (including, without limitation, the election of one or more directors) properly considered and acted upon by the stockholders.

SIXTH: The name of the incorporator is Alexandra Lewis and her mailing address is c/o Vinson & Elkins L.L.P., 1001 Fannin Street, Suite 2500, Houston, Texas 77002-6760.

SEVENTH: In furtherance of, and not in limitation of, the powers conferred by the General Corporation Law of the State of Delaware, the Board of Directors is expressly authorized and empowered to adopt, amend or repeal the bylaws of the Corporation or adopt new bylaws without any action on part of the stockholders; provided that any bylaw adopted or amended by the Board of Directors, and any powers thereby conferred, may be amended, altered or repealed by the stockholders.

EIGHTH: The number of directors of the Corporation shall be such number as from time to time shall be fixed by, or in the manner provided in, the bylaws of the Corporation. Unless and except to the extent that the bylaws of the Corporation shall otherwise require, the election of directors need not be by written ballot. Except as otherwise provided in this Certificate of Incorporation, each director of the Corporation shall be entitled to one vote on all matters voted or acted upon by the Board of Directors of the Corporation.

NINTH: The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors of the Corporation.

TENTH: No director of the corporation shall be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law of the State of Delaware, or (iv) for any transaction from which the director derived an improper personal benefit. Any repeal or modification of this Article TENTH shall be prospective only and shall not adversely affect any right or protection of, or limitation of the liability of, a director of the Corporation existing at, or arising out of facts or incidents occurring prior to, the effective date of such repeal or modification.

ELEVENTH: The Corporation reserves the right at any time, and from time to time, to amend, change or repeal any provision contained in this Certificate of Incorporation, and other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted, in the manner now or hereafter prescribed by law; and all rights, preferences and privileges of any nature conferred upon directors, stockholders or any other persons by and pursuant to this Certificate of Incorporation in its present form or as hereafter amended are granted subject to the rights reserved in this Article ELEVENTH.

I, the undersigned, being the incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this Certificate of Incorporation, hereby declaring that this is my act and deed and that the facts herein stated are true, and accordingly have hereunto set my hand this 17th day of February, 2017.

	/s/Alexandra Lewis
	Alexandra Lewis

EX-3.2 3 a2232179zex-3_2.htm EX-3.2

Exhibit 3.2

AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
RANGER ENERGY SERVICES, INC.

Ranger Energy Services, Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware as set forth in Title 8 of the Delaware Code (the “DGCL”), hereby certifies as follows:

1. The original Certificate of Incorporation of the Corporation (the “Original Certificate of Incorporation”) was filed with the Secretary of State of the State of Delaware on February 17, 2017.

2. This Amended and Restated Certificate of Incorporation, which restates, integrates and also further amends the Original Certificate of Incorporation, has been declared advisable by the board of directors of the Corporation (the “Board”), duly adopted by the sole stockholder of the Corporation and duly executed and acknowledged by an authorized officer of the Corporation in accordance with Sections 103, 228, 242 and 245 of the DGCL. References to this “Amended and Restated Certificate of Incorporation” herein refer to the Amended and Restated Certificate of Incorporation, as amended, restated, supplemented and otherwise modified from time to time.

3. The Original Certificate of Incorporation is hereby amended, integrated and restated in its entirety to read as follows:

ARTICLE I
NAME

SECTION 1.1. Name. The name of the Corporation is Ranger Energy Services, Inc.

ARTICLE II
REGISTERED AGENT

SECTION 2.1. Registered Agent. The address of the Corporation’s registered office in the State of Delaware is 1209 Orange Street, City of Wilmington, County of New Castle, Delaware 19801. The name of the Corporation’s registered agent at such address is The Corporation Trust Company.

ARTICLE III
PURPOSE

SECTION 3.1. Purpose. The nature of the business or purposes to be conducted or promoted by the Corporation is to engage in any lawful act or activity for which corporations may be organized under the DGCL as it currently exists or may hereafter be amended.

ARTICLE IV
CAPITALIZATION

SECTION 4.1. Number of Shares.

(A) The total number of shares of stock that the Corporation shall have authority to issue is [·] shares of stock, classified as:

(1) [·] shares of preferred stock, par value $0.01 per share (“Preferred Stock”);

(2) [·] shares of Class A common stock, par value $0.01 per share (“Class A Common Stock”); and

(3) [·] shares of Class B common stock, par value $0.01 per share (“Class B Common Stock” and, together with the Class A Common Stock, the “Common Stock”).

(B) The number of authorized shares of Preferred Stock or Common Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority in voting power of the outstanding shares of stock of the Corporation entitled to vote thereon irrespective of the provisions of Section 242(b)(2) of the DGCL (or any successor provision thereto), and no vote of the holders of either Preferred Stock or Common Stock voting separately as a class shall be required therefor. For purposes of this Amended and Restated Certificate of Incorporation, beneficial ownership of shares shall be determined in accordance with Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended.

SECTION 4.2. Provisions Relating to Preferred Stock.

(A) Preferred Stock may be issued from time to time in one or more series, the shares of each series to have such designations and powers, preferences, privileges and rights, and qualifications, limitations and restrictions thereof, as are stated and expressed herein and in the resolution or resolutions providing for the issue of such series adopted by the Board as hereafter prescribed (a “Preferred Stock Designation”).

(B) Subject to any limitations prescribed by law and the rights of any series of the Preferred Stock then outstanding, if any, authority is hereby expressly granted to and vested in the Board to authorize the issuance of Preferred Stock from time to time in one or more series, and with respect to each series of Preferred Stock, to fix and state by the Preferred Stock Designation the designations and the powers, preferences, privileges and rights, and qualifications, limitations and restrictions relating to each series of Preferred Stock, including, but not limited to, the following:

(1) whether or not the series is to have voting rights, full, special or limited, or is to be without voting rights, and whether or not such series is to be entitled to vote as a separate series either alone or together with the holders of one or more other classes or series of stock;

(2) the number of shares to constitute the series and the designation thereof;

(3) restrictions on the issuance of shares of the same series or of any other class or series;

(4) whether or not the shares of any series shall be redeemable at the option of the Corporation or the holders thereof or upon the happening of any specified event, and, if redeemable, the redemption price or prices (which may be payable or issuable in the form of cash, notes, securities or other property), and the time or times at which, and the terms and conditions upon which, such shares shall be redeemable and the manner of redemption;

(5) whether or not the shares of a series shall be subject to the operation of retirement or sinking funds to be applied to the purchase or redemption of such shares for retirement, and, if such retirement or sinking fund or funds are to be established, the annual amount thereof, and the terms and provisions relative to the operation thereof;

(6) the dividend rate, whether dividends are payable in cash, stock of the Corporation or other property, the conditions upon which and the times when such dividends are payable, the preference to or the relation to the payment of dividends payable on any other class or classes or series of stock, whether or not such dividends shall be cumulative or noncumulative, and if cumulative, the date or dates from which such dividends shall accumulate;

(7) the preferences, if any, and the amounts thereof that the holders of any series thereof shall be entitled to receive upon the voluntary or involuntary liquidation, dissolution or winding up of, or upon any distribution of the assets of, the Corporation;

(8) whether or not the shares of any series, at the option of the Corporation or the holder thereof or upon the happening of any specified event, shall be convertible into or exchangeable or redeemable for, the shares of any other class or classes or of any other series of the same or any other class or classes or series of stock, securities or other property of the Corporation and the conversion price or prices or ratio or ratios or the rate or rates at which such exchange or redemption may be made, with such adjustments, if any, as shall be stated and expressed or provided for in such resolution or resolutions; and

(9) such other powers, preferences, privileges and rights, and qualifications, limitations and restrictions with respect to any series as may to the Board seem advisable.

(C) The shares of each series of Preferred Stock may vary from the shares of any other series thereof in any or all of the foregoing respects.

SECTION 4.3. Provisions Relating to Common Stock.

(A) Except as may otherwise be provided in this Amended and Restated Certificate of Incorporation, each share of Common Stock shall have identical rights and privileges in every respect. Common Stock shall be subject to the express terms of Preferred Stock and any series thereof. Except as may otherwise be required by this Amended and Restated Certificate of Incorporation (including any Preferred Stock Designation) or by applicable law, the holders of shares of Common Stock shall be entitled to one vote for each such share on all matters upon which the stockholders are entitled to vote, the holders of shares of Common Stock shall have the exclusive right to vote for the election of directors and on all other matters upon which the stockholders are entitled to vote, and the holders of Preferred Stock shall not be entitled to vote at or receive notice of any meeting of stockholders, other than as provided in the applicable Preferred Stock Designation. Each holder of Common Stock shall be entitled to notice of any stockholders’ meeting in accordance with the bylaws of the Corporation (as in effect at the time in question) and applicable law on all matters put to a vote of the stockholders of the Corporation. Except as otherwise required in this Amended and Restated Certificate of Incorporation (including any Preferred Stock Designation) or by applicable law, the holders of Common Stock shall vote together as a single class on all matters (or, if any holders of Preferred Stock are entitled to vote together with the holders of Common Stock, the holders of Common Stock and the Preferred Stock shall vote together as a single class).

(B) Notwithstanding the foregoing, except as otherwise required by applicable law, holders of Common Stock, as such, shall not be entitled to vote on any amendment to this Amended and Restated Certificate of Incorporation (including any Preferred Stock Designation) that relates solely to the terms of one or more outstanding series of Preferred Stock if the holders of such affected series are entitled, either separately or together as a class with the holders of one or more other such series, to vote thereon pursuant to this Amended and Restated Certificate of Incorporation (including any Preferred Stock Designation) or pursuant to the DGCL.

(C) Subject to the prior rights and preferences, if any, applicable to shares of Preferred Stock or any series thereof, the holders of shares of Class A Common Stock shall be entitled to receive ratably in proportion to the number of shares of Class A Common Stock held by them such dividends and distributions (payable in cash, stock or property), if, when and as may be declared thereon by the Board at any time and from time to time out of any funds of the Corporation legally available therefor. Dividends and other distributions shall not be declared or paid on the Class B Common Stock unless (i) the dividend consists of shares of Class B Common Stock or of rights, options, warrants or other securities convertible or exercisable into or exchangeable or redeemable for shares of Class B Common Stock paid proportionally with respect to each outstanding share of Class B Common Stock and (ii) a dividend consisting of shares of Class A Common Stock or of rights, options, warrants or other securities convertible or exercisable into or exchangeable or redeemable for shares of Class A Common Stock on equivalent terms is simultaneously paid to the holders of Class A Common Stock. If dividends are declared on the Class A Common Stock or the Class B Common Stock that are payable in shares of Common Stock, or securities convertible or exercisable into or exchangeable or redeemable for Common Stock, the dividends payable to the holders of Class A Common Stock shall be paid only in shares of Class A Common Stock (or securities convertible or exercisable into or exchangeable or redeemable for Class A Common Stock), the dividends payable to the holders of Class B Common Stock shall be paid only in shares of Class B Common Stock (or securities convertible into or exercisable into or exchangeable or redeemable for Class B

Common Stock), and such dividends shall be paid in the same number of shares (or fraction thereof) on a per share basis of the Class A Common Stock and Class B Common Stock, respectively (or securities convertible or exercisable into or exchangeable or redeemable for the same number of shares (or fraction thereof) on a per share basis of the Class A Common Stock and Class B Common Stock, respectively). In no event shall the shares of either Class A Common Stock or Class B Common Stock be split, divided, or combined unless the outstanding shares of the other class shall be proportionately split, divided or combined.

(D) In the event of any voluntary or involuntary liquidation, dissolution or winding-up of the Corporation, after distribution in full of the preferential amounts, if any, to be distributed to the holders of shares of Preferred Stock or any series thereof, the holders of shares of Class A Common Stock shall be entitled to receive all of the remaining assets of the Corporation available for distribution to its stockholders, ratably in proportion to the number of shares of Class A Common Stock held by them. The holders of shares of Class B Common Stock, as such, shall not be entitled to receive any assets of the Corporation in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation. A dissolution, liquidation or winding-up of the Corporation, as such terms are used in this paragraph (D), shall not be deemed to be occasioned by or to include any consolidation or merger of the Corporation with or into any other corporation or corporations or other entity or a sale, lease, exchange or conveyance of all or a part of the assets of the Corporation.

(E) Shares of Class B Common Stock shall be redeemable for shares of Class A Common Stock on the terms and subject to the conditions set forth in the Amended and Restated Limited Liability Agreement of RNGR Energy Services, LLC dated as of [•], 2017, (the “LLC Agreement”). The Corporation will at all times reserve and keep available out of its authorized but unissued shares of Class A Common Stock, solely for the purpose of issuance upon redemption of the outstanding shares of Class B Common Stock for Class A Common Stock pursuant to the LLC Agreement, such number of shares of Class A Common Stock that shall be issuable upon any such redemption pursuant to the LLC Agreement; provided that nothing contained herein shall be construed to preclude the Corporation from satisfying its obligations in respect of any such redemption of shares of Class B Common Stock pursuant to the LLC Agreement by delivering to the holder of such shares of Class B Common Stock upon such redemption, cash in lieu of shares of Class A Common Stock in the amount permitted by and provided in the LLC Agreement or shares of Class A Common Stock that are held in the treasury of the Corporation. All shares of Class A Common Stock that shall be issued upon any such redemption will, upon issuance in accordance with the LLC Agreement, be validly issued, fully paid and non-assessable.

SECTION 4.4. Preemptive Rights. No stockholder shall, by reason of the holding of shares of any class or series of capital stock of the Corporation, have any preemptive or preferential right to acquire or subscribe for any shares or securities of any class or series, whether now or hereafter authorized, that may at any time be issued, sold or offered for sale by the Corporation, unless specifically provided for in a Preferred Stock Designation.

ARTICLE V
DIRECTORS

SECTION 5.1. Term and Classes.

(A) The business and affairs of the Corporation shall be managed by or under the direction of the Board. In addition to the powers and authority expressly conferred upon them by statute or by this Amended and Restated Certificate of Incorporation or the bylaws of the Corporation, the directors are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation.

(B) Until the first date on which the Sponsor Group (as defined in Section 10.2 below) no longer collectively beneficially owns (or otherwise has the right to vote or direct the vote of) more than 50% of the outstanding shares of Common Stock (the “Trigger Date”), the directors, other than those who may be elected by the holders of any series of Preferred Stock specified in the related Preferred Stock Designation, shall consist of a single class, with the initial term of office to expire at the 2018 annual meeting of stockholders, and each director shall hold office until his successor shall have been duly elected and qualified, subject, however, to such director’s earlier death, resignation, disqualification or removal. At each annual meeting of stockholders, directors elected to succeed those directors whose terms then expire shall be elected for a term of office to expire at the next succeeding annual meeting of stockholders after their election, with each director to hold office until his successor shall have been duly elected and qualified, subject, however, to such director’s earlier death, resignation, disqualification or removal.

(C) On and after the Trigger Date, the directors, other than those who may be elected by the holders of any series of Preferred Stock specified in the related Preferred Stock Designation, shall be divided, with respect to the time for which they severally hold office, into three classes, as nearly equal in number as is reasonably possible, with the initial term of office of the first class to expire at the first annual meeting of stockholders following the Trigger Date, the initial term of office of the second class to expire at the second annual meeting of stockholders following the Trigger Date, and the initial term of office of the third class to expire at the third annual meeting of stockholders following the Trigger Date, with each director to hold office until his successor shall have been duly elected and qualified, subject, however, to such director’s earlier death, resignation, disqualification or removal, and the Board shall be authorized to assign members of the Board, other than those directors who may be elected by the holders of any series of Preferred Stock, to such classes at the time such classification becomes effective. At each annual meeting of stockholders following the Trigger Date, directors elected to succeed those directors whose terms then expire shall be elected for a term of office to expire at the third succeeding annual meeting of stockholders after their election, with each director to hold office until his successor shall have been duly elected and qualified, subject, however, to such director’s earlier death, resignation, disqualification or removal.

SECTION 5.2. Vacancies. Subject to applicable law and the rights of the holders of any series of Preferred Stock then outstanding, any newly created directorship that results from an increase in the number of directors or any vacancy on the Board that results from the death, resignation, disqualification or removal of any director or from any other cause shall, unless

otherwise required by law or by resolution of the Board, be filled (A) prior to the Trigger Date, by the affirmative vote of a majority of the total number of directors then in office, even if less than a quorum, or by a sole remaining director, or the affirmative vote of the holders of a majority of the voting power of the outstanding shares of stock of the Corporation entitled to vote generally for the election of directors, voting together as a single class and acting at a meeting of the stockholders or by written consent (if permitted) in accordance with the DGCL, this Amended and Restated Certificate of Incorporation and the bylaws of the Corporation, and (B) on or after the Trigger Date, solely by the affirmative vote of a majority of the directors then in office, even if less than a quorum, or by a sole remaining director, and shall not be filled by the stockholders. Any director elected to fill a vacancy not resulting from an increase in the number of directors shall hold office for the remaining term of his predecessor. No decrease in the number of authorized directors constituting the Board shall shorten the term of any incumbent director.

SECTION 5.3. Removal.

(A) Prior to the Trigger Date, subject to the rights of the holders of shares of any series of Preferred Stock, if any, to elect additional directors pursuant to this Amended and Restated Certificate of Incorporation (including any Preferred Stock Designation thereunder), any director may be removed at any time, either for or without cause, upon the affirmative vote of the holders of a majority of the voting power of the outstanding shares of stock of the Corporation entitled to vote generally for the election of directors, voting together as a single class and acting at a meeting of the stockholders or by written consent (if permitted) in accordance with the DGCL, this Amended and Restated Certificate of Incorporation and the bylaws of the Corporation.

(B) On and after the Trigger Date, subject to the rights of the holders of shares of any series of Preferred Stock, if any, to elect additional directors pursuant to this Amended and Restated Certificate of Incorporation (including any Preferred Stock Designation thereunder), any director may be removed only for cause, upon the affirmative vote of the holders of at least [·]% of the voting power of the outstanding shares of stock of the Corporation entitled to vote generally for the election of directors, voting together as a single class and acting at a meeting of the stockholders or by written consent (if permitted) in accordance with the DGCL, this Amended and Restated Certificate of Incorporation and the bylaws of the Corporation. Except as applicable law otherwise provides, cause for the removal of a director shall be deemed to exist only if the director whose removal is proposed: (1) has been convicted of a felony by a court of competent jurisdiction and that conviction is no longer subject to direct appeal; (2) has been found to have been grossly negligent in the performance of his duties to the Corporation in any matter of substantial importance to the Corporation by a court of competent jurisdiction; or (3) has been adjudicated by a court of competent jurisdiction to be mentally incompetent, which mental incompetency directly affects his ability to serve as a director of the Corporation.

SECTION 5.4. Number. Subject to the rights of the holders of any series of Preferred Stock to elect directors under specified circumstances, if any, the number of directors shall be fixed from time to time exclusively pursuant to a resolution adopted by the affirmative vote of a majority of the Whole Board. Unless and except to the extent that the bylaws of the Corporation

so provide, the election of directors need not be by written ballot. For purposes of this Amended and Restated Certificate of Incorporation, the term “Whole Board” shall mean the total number of authorized directors whether or not there exist any vacancies in previously authorized directorships.

ARTICLE VI

STOCKHOLDER ACTION

SECTION 6.1. Written Consents. Prior to the Trigger Date, any action required or permitted to be taken at any annual meeting or special meeting of the stockholders of the Corporation may be taken without a meeting, without prior notice and without a vote of stockholders, if a consent or consents in writing, setting forth the action so taken, is or are signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Subject to the rights of holders of any series of Preferred Stock with respect to such series of Preferred Stock, any action required or permitted to be taken by the stockholders of the Corporation must be taken at a duly held annual or special meeting of stockholders and may not be taken by any consent in writing of such stockholders.

ARTICLE VII
SPECIAL MEETINGS

SECTION 7.1. Special Meetings. Special meetings of stockholders of the Corporation may be called only by the Board pursuant to a resolution adopted by the affirmative vote of a majority of the Whole Board; provided, however, that prior to the Trigger Date, special meetings of the stockholders of the Corporation may also be called by the Secretary of the Corporation at the request of the holders of record of a majority of the outstanding shares of Common Stock. The authorized person(s) calling a special meeting may fix the date, time and place, if any, of such special meeting. On and after the Trigger Date, except as otherwise required by law and subject to the rights of the holders of any series of Preferred Stock, the stockholders of the Corporation shall not have the power to call or request a special meeting of stockholders of the Corporation. The Board may postpone, reschedule or cancel any special meeting of the stockholders previously scheduled by the Board.

ARTICLE VIII
BYLAWS

SECTION 8.1. Bylaws. In furtherance of, and not in limitation of, the powers conferred by the laws of the State of Delaware, the Board is expressly authorized to adopt, amend or repeal the bylaws of the Corporation. Any adoption, amendment or repeal of the bylaws of the Corporation by the Board shall require the approval of a majority of the Whole Board. Stockholders shall also have the power to adopt, amend or repeal the bylaws of the Corporation; provided, however, that, in addition to any vote of the holders of any class or series of stock of the Corporation required by law or by this Amended and Restated Certificate of Incorporation, the bylaws of the Corporation may be adopted, altered, amended or repealed (A) prior to the Trigger Date, by the affirmative vote of holders of not less than 50% in voting power of the outstanding shares of stock entitled to vote thereon, voting together as a single class, and

(B) on and after the Trigger Date, by the affirmative vote of holders of not less than 662/3% in voting power of the outstanding shares of stock entitled to vote thereon, voting together as a single class. No bylaws hereafter made or adopted, nor any repeal of or amendment thereto, shall invalidate any prior act of the Board that was valid at the time it was taken.

ARTICLE IX
LIMITATION OF DIRECTOR LIABILITY

SECTION 9.1. Limitation of Director Liability. No director of the Corporation shall be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the DGCL as it now exists. In addition to the circumstances in which a director of the Corporation is not personally liable as set forth in the preceding sentence, a director of the Corporation shall not be liable to the fullest extent permitted by any amendment to the DGCL hereafter enacted that further limits the liability of a director. Any amendment, repeal or modification of this Article IX shall be prospective only and shall not affect any limitation on liability of a director for acts or omissions occurring prior to the date of such amendment, repeal or modification.

ARTICLE X
CORPORATE OPPORTUNITY

SECTION 10.1. Corporate Opportunities. Members of the Sponsor Group own and will own substantial equity interests in other entities (existing and future) that participate in the energy industry (“Portfolio Companies”) and may make investments and enter into advisory service agreements and other agreements from time to time with those Portfolio Companies. Certain officers and directors of the Corporation may also serve as employees, partners, officers or directors of members of the Sponsor Group or Portfolio Companies and, at any given time, members of the Sponsor Group or Portfolio Companies may be in direct or indirect competition with the Corporation and/or its subsidiaries. The Corporation waives, to the maximum extent permitted by law, the application of the doctrine of corporate opportunity (or any analogous doctrine) with respect to the Corporation, to the Sponsor Group or Portfolio Companies or any directors or officers of the Corporation or Portfolio Companies who are also employees, partners, members, managers, officers or directors of any of the Sponsor Group or Portfolio Companies. As a result of such waiver, no member of the Sponsor Group or Portfolio Companies, nor any director or officer of the Corporation who is also an employee, partner, member, manager, officer or director of any member of the Sponsor Group or Portfolio Companies, shall have any obligation to refrain from: (A) engaging in or managing the same or similar activities or lines of business as the Corporation or any of its subsidiaries or developing or marketing any products or services that compete (directly or indirectly) with those of the Corporation or any of its subsidiaries; (B) investing in, owning or disposing of any (public or private) interest in any Person engaged in the same or similar activities or lines of business as, or otherwise in competition with, the Corporation or any of its subsidiaries (including any member of the Sponsor Group, a “Competing Person”); (C) developing a business relationship with any Competing Person; or (D) entering into any agreement to provide any service(s) to any Competing Person or acting as an officer, director, member, manager or advisor to, or other principal of, any Competing Person, regardless (in the case of each of (A) through (D)) of

whether such activities are in direct or indirect competition with the business or activities of the Corporation or any of its subsidiaries (the activities described in (A) through (D) are referred to herein as “Specified Activities”). To the fullest extent permitted by law, the Corporation hereby renounces (for itself and on behalf of its subsidiaries) any interest or expectancy in, or in being notified of or offered an opportunity to participate in, any Specified Activity that may be presented to or become known to any member of the Sponsor Group or Portfolio Companies or any director or officer of the Corporation who is also an employee, partner, member, manager, officer or director of any member of the Sponsor Group or Portfolio Companies.

SECTION 10.2. Definitions. For purposes of this Article X, the following terms have the following definitions:

(A) “Affiliate” means, with respect to a specified Person, a Person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, such specified Person; with respect to any Sponsor Group member, an “Affiliate” shall include (1) any Person who is the direct or indirect ultimate holder of “equity securities” (as such term is described in Rule 405 under the Securities Act of 1933, as amended) of such Sponsor Group member, and (2) any investment fund, alternative investment vehicle, special purpose vehicle or holding company that is directly or indirectly managed, advised or controlled by such Sponsor Group member.

(B) “Sponsor Group” means CSL Capital Management, LLC and its Affiliates (other than the Corporation) and all of its Portfolio Companies.

(C) “Person” means any individual, corporation, partnership, limited liability company, joint venture, firm, association, or other entity.

To the fullest extent permitted by applicable law, any Person purchasing or otherwise acquiring any interest in any shares of capital stock of the Corporation shall be deemed to have notice of, and to have consented to, the provisions of this Article X. This Article X shall not limit any protections or defenses available to, or indemnification or advancement rights of, any director or officer of the Corporation under this Amended and Restated Certificate of Incorporation, the bylaws of the Corporation or any applicable law. Further, neither the amendment nor repeal of this Article X, nor the adoption of any provision of this Amended and Restated Certificate of Incorporation or the bylaws of the Corporation, nor, to the fullest extent permitted by Delaware law, any modification of law, shall eliminate, reduce or otherwise adversely affect any right or protection of any Person granted pursuant hereto existing at, or arising out of or related to any event, act or omission that occurred prior to, the time of such amendment, repeal, adoption or modification (regardless of when any proceeding (or part thereof) relating to such event, act or omission arises or is first threatened, commenced or completed).

ARTICLE XI
BUSINESS COMBINATIONS WITH INTERESTED STOCKHOLDERS

SECTION 11.1. Business Combinations with Interested Stockholders. The Corporation shall not be governed by or subject to the provisions of Section 203 of the DGCL as now in effect or hereafter amended, or any successor statute thereto.

ARTICLE XII
AMENDMENT OF CERTIFICATE OF INCORPORATION

SECTION 12.1. Amendments.

(A) The Corporation shall have the right, subject to any express provisions or restrictions contained in this Amended and Restated Certificate of Incorporation, from time to time, to amend this Amended and Restated Certificate of Incorporation or any provision hereof in any manner now or hereafter provided by applicable law, and all rights and powers of any kind conferred upon a director or stockholder of the Corporation by this Amended and Restated Certificate of Incorporation or any amendment hereof are subject to such right of the Corporation.

(B) Notwithstanding any other provision of this Amended and Restated Certificate of Incorporation or the bylaws of the Corporation (and in addition to any other vote that may be required by applicable law or this Amended and Restated Certificate of Incorporation), prior to the Trigger Date, the affirmative vote of the holders of a majority in voting power of the outstanding shares of stock of the Corporation entitled to vote thereon, voting together as a single class, shall be required to amend, alter or repeal any provision of this Amended and Restated Certificate of Incorporation.

(C) Notwithstanding any other provision of this Amended and Restated Certificate of Incorporation or the bylaws of the Corporation (and in addition to any other vote that may be required by applicable law, this Amended and Restated Certificate of Incorporation or the bylaws of the Corporation), on and after the Trigger Date, the affirmative vote of the holders of at least 662/3% in voting power of the outstanding shares of stock of the Corporation entitled to vote thereon, voting together as a single class, shall be required to amend, alter or repeal any provision of this Amended and Restated Certificate of Incorporation; provided, however, that the amendment, alteration or repeal of Section 4.1 shall only require the affirmative vote of the holders of a majority in voting power of the outstanding shares of stock of the Corporation entitled to vote thereon, voting together as a single class.

ARTICLE XIII
FORUM SELECTION

SECTION 13.1. Exclusive Forum. Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall, to the fullest extent permitted by applicable law, be the sole and exclusive forum for any stockholder (including a beneficial owner) to bring (A) any derivative action or proceeding brought on behalf of the Corporation, (B) any action asserting a claim of breach of a fiduciary duty owed by any director, officer, employee or agent of the Corporation to the Corporation or the Corporation’s

stockholders, (C) any action asserting a claim against the Corporation, its directors, officers or employees or agents arising pursuant to any provision of the DGCL, this Amended and Restated Certificate of Incorporation or bylaws of the Corporation, or (D) any action asserting a claim against the Corporation, its directors, officers or employees or agents governed by the internal affairs doctrine, except as to each of (A) through (D) above, for any claim as to which the Court of Chancery determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination), that is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery, or over which the Court of Chancery does not have subject matter jurisdiction. To the fullest extent permitted by law, any person or entity purchasing or otherwise acquiring or holding any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Article XIII.

If any provision or provisions of this Article XIII shall be held to be invalid, illegal or unenforceable as applied to any person or entity or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this Article XIII (including, without limitation, each portion of any sentence of this Article XIII containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons or entities and circumstances shall not in any way be affected or impaired thereby.

SECTION 13.2. Stockholder Consent to Personal Jurisdiction. To the fullest extent permitted by law, if any action the subject matter of which is within the scope of Section 13.1 above is filed in a court other than a court located within the State of Delaware (a “Foreign Action”) in the name of any stockholder, such stockholder shall be deemed to have consented to (A) the personal jurisdiction of the state and federal courts located within the State of Delaware in connection with any action brought in any such court to enforce Section 13.1 above (an “FSC Enforcement Action”) and (B) having service of process made upon such stockholder in any such FSC Enforcement Action by service upon such stockholder’s counsel in the Foreign Action as agent for such stockholder.

IN WITNESS WHEREOF, the undersigned has executed this Amended and Restated Certificate of Incorporation as of this [•] day of [•], 2017.

	RANGER ENERGY SERVICES, INC.


	By:
	Name:
	Title:

Signature Page to Amended and Restated Certificate of Incorporation

EX-3.3 4 a2232179zex-3_3.htm EX-3.3

Exhibit 3.3

BYLAWS

RANGER ENERGY SERVICES, INC.

A Delaware Corporation

Date of Adoption:

February 21, 2017

TABLE OF CONTENTS

		Page

ARTICLE I OFFICES

Section 1.	Registered Office	1
Section 2.	Other Offices	1

ARTICLE II
STOCKHOLDERS

Section 1.	Place of Meetings	1
Section 2.	Quorum; Adjournment of Meetings	1
Section 3.	Annual Meetings	2
Section 4.	Special Meetings	2
Section 5.	Record Date	2
Section 6.	Notice of Meetings	2
Section 7.	Stock List	3
Section 8.	Proxies	3
Section 9.	Voting; Elections; Inspectors	3
Section 10.	Conduct of Meetings	4
Section 11.	Treasury Stock	5
Section 12.	Action Without Meeting	5

ARTICLE III
BOARD OF DIRECTORS

Section 1.	Power; Number; Term of Office	5
Section 2.	Quorum	6
Section 3.	Place of Meetings; Order of Business	6
Section 4.	First Meeting	6
Section 5.	Regular Meetings	6
Section 6.	Special Meetings	6
Section 7.	Removal	6
Section 8.	Vacancies; Increases in the Number of Directors	7
Section 9.	Compensation	7
Section 10.	Action Without a Meeting; Telephone Conference Meeting	7
Section 11.	Approval or Ratification of Acts or Contracts by Stockholders	7

ARTICLE IV
COMMITTEES

Section 1.	Designation; Powers	8
Section 2.	Procedure; Meetings; Quorum	8
Section 3.	Substitution of Members	8

ARTICLE V OFFICERS

Section 1.	Number, Titles and Term of Office	9

Section 2.	Salaries	9
Section 3.	Removal	9
Section 4.	Vacancies	9
Section 5.	Powers and Duties of the Chief Executive Officer	9
Section 6.	Powers and Duties of the Chairman of the Board	9
Section 7.	Vice Presidents	9
Section 8.	Treasurer	10
Section 9.	Assistant Treasurers	10
Section 10.	Secretary	10
Section 11.	Assistant Secretaries	10
Section 12.	Action with Respect to Securities of Other Corporations	10

ARTICLE VI
INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS

Section 1.	Right to Indemnification	10
Section 2.	Indemnification of Employees and Agents	11
Section 3.	Right of Claimant to Bring Suit	11
Section 4.	Nonexclusivity of Rights	12
Section 5.	Insurance	12
Section 6.	Savings Clause	12
Section 7.	Definitions	12

ARTICLE VII
CAPITAL STOCK

Section 1.	Certificates of Stock	13
Section 2.	Transfer of Shares	13
Section 3.	Ownership of Shares	13
Section 4.	Regulations Regarding Certificates	13
Section 5.	Lost or Destroyed Certificates	14

ARTICLE VIII
MISCELLANEOUS PROVISIONS

Section 1.	Fiscal Year	14
Section 2.	Corporate Seal	14
Section 3.	Notice and Waiver of Notice	14
Section 4.	Resignations	14
Section 5.	Facsimile Signatures	14
Section 6.	Reliance upon Books, Reports and Records	15
Section 7.	Form of Records	15

ARTICLE IX
AMENDMENTS

Section 1.	Amendments	15

BYLAWS

RANGER ENERGY SERVICES, INC.

ARTICLE I
OFFICES

Section 1. Registered Office. The registered office of Ranger Energy Services, Inc. (the “Corporation”) required by the General Corporation Law of the State of Delaware (the “DGCL”) to be maintained in the State of Delaware, shall be the registered office named in the original Certificate of Incorporation of the Corporation (as the same may be amended and restated from time to time, the “Certificate of Incorporation”), or such other office as may be designated from time to time by the Board of Directors of the Corporation (the “Board of Directors”) in the manner provided by law. Should the Corporation maintain a principal office within the State of Delaware such registered office need not be identical to such principal office of the Corporation.

Section 2. Other Offices. The Corporation may have offices at such other places both within and without the State of Delaware as the Board of Directors may from time to time determine or as the business of the Corporation may require.

ARTICLE II
STOCKHOLDERS

Section 1. Place of Meetings. All meetings of the stockholders shall be held at the principal office of the Corporation, or at such other place within or without the State of Delaware as shall be specified or fixed in the notices or waivers of notice thereof.

Section 2. Quorum; Adjournment of Meetings. Unless otherwise required by law or provided in the Certificate of Incorporation or these bylaws, the holders of shares of stock with a majority of the voting power entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at any meeting of stockholders for the transaction of business and the act of the holders of a majority of the voting power of such stock so represented at any meeting of stockholders at which a quorum is present shall constitute the act of the meeting of stockholders. The stockholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum.

Notwithstanding the other provisions of the Certificate of Incorporation or these bylaws, the chairman of the meeting or the holders of shares of stock with a majority of the voting power present in person or represented by proxy at any meeting of stockholders, whether or not a quorum is present, shall have the power to adjourn such meeting from time to time, without any notice other than announcement at the meeting of the time and place of the holding of the adjourned meeting; provided, however, if the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at such meeting.

At any such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally called.

Section 3. Annual Meetings. An annual meeting of the stockholders, for the election of directors to succeed those whose terms expire and for the transaction of such other business as may properly come before the meeting, shall be held at such place, within or without the State of Delaware, on such date, and at such time as the Board of Directors shall fix and set forth in the notice of the meeting.

Section 4. Special Meetings. Unless otherwise provided in the Certificate of Incorporation, special meetings of the stockholders for any purpose or purposes may be called at any time by the Chairman of the Board (if any), by the Chief Executive Officer or by a majority of the Board of Directors, or by a majority of the executive committee (if any), and shall be called by the Chairman of the Board (if any), by the Chief Executive Officer or the Secretary.

Section 5. Record Date. For the purpose of determining stockholders entitled to notice of or to vote at any meeting of stockholders, or any adjournment thereof, or entitled to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors of the Corporation may fix, in advance, a date as the record date for any such determination of stockholders, which date shall not be more than sixty (60) days nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action.

If the Board of Directors does not fix a record date for any meeting of the stockholders, the record date for determining stockholders entitled to notice of or to vote at such meeting shall be at the close of business on the day next preceding the day on which notice is given, or, if in accordance with Article VIII, Section 3 of these bylaws notice is waived, at the close of business on the day next preceding the day on which the meeting is held. If, in accordance with Section 12 of this Article II, corporate action without a meeting of stockholders is to be taken, the record date for determining stockholders entitled to express consent to such corporate action in writing, when no prior action by the Board of Directors is necessary, shall be the day on which the first written consent is expressed. The record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

Section 6. Notice of Meetings. Written notice of the place, date and hour of all meetings, and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be given by or at the direction of the Chairman of the Board (if any) or the Chief Executive Officer, the Secretary or the other person(s) calling the meeting to each stockholder entitled to vote thereat and shall be delivered not less than ten (10) nor more than sixty (60) days before the date of the meeting, personally, by electronic transmission or by mail. If mailed,

notice is given when deposited in the United States mail, postage prepaid, directed to the stockholder at his or her address as it appears on the records of the Corporation. The Corporation may provide stockholders with notice of a meeting by electronic transmission provided such stockholders have consented to receiving electronic notice.

Section 7. Stock List. A complete list of stockholders entitled to vote at any meeting of stockholders, arranged in alphabetical order and showing the address of each such stockholder and the number of shares registered in the name of such stockholder, shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting, either on a reasonably accessible electronic network, provided that the information required to gain access to the list is provided with the notice of the meeting, or during ordinary business hours, at the principal place of business of the Corporation. The stock list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. If the meeting is to be held solely by means of remote communication, then the list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting.

Section 8. Proxies. Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to a corporate action in writing without a meeting may authorize another person or persons to act for him by proxy. Proxies for use at any meeting of stockholders shall be filed with the Secretary, or such other officer as the Board of Directors may from time to time determine by resolution, before or at the time of the meeting. All proxies shall be received and taken charge of and all ballots shall be received and canvassed by the secretary of the meeting who shall decide all questions touching upon the qualification of voters, the validity of the proxies, and the acceptance or rejection of votes, unless an inspector or inspectors shall have been appointed by the chairman of the meeting, in which event such inspector or inspectors shall decide all such questions.

No proxy shall be valid after three (3) years from its date, unless the proxy provides for a longer period. Each proxy shall be revocable unless expressly provided therein to be irrevocable and coupled with an interest sufficient in law to support an irrevocable power.

Should a proxy designate two or more persons to act as proxies, unless such instrument shall provide the contrary, a majority of such persons present at any meeting at which their powers thereunder are to be exercised shall have and may exercise all the powers of voting or giving consents thereby conferred, or if only one be present, then such powers may be exercised by that one; or, if an even number attend and a majority do not agree on any particular issue, each proxy so attending shall be entitled to exercise such powers in respect of the same portion of the shares as he or she is of the proxies representing such shares.

Section 9. Voting; Elections; Inspectors. Unless otherwise required by law or provided in the Certificate of Incorporation, each stockholder shall have one vote for each share of stock entitled to vote which is registered in his or her name on the record date for the meeting. Shares registered in the name of another corporation, domestic or foreign, may be voted by such officer, agent or proxy as the bylaw (or comparable instrument) of such corporation may

prescribe, or in the absence of such provision, as the Board of Directors (or comparable body) of such corporation may determine. Shares registered in the name of a deceased person may be voted by his or her executor or administrator, either in person or by proxy.

All voting, except as required by the Certificate of Incorporation or where otherwise required by law, may be by a voice vote; provided, however, that upon demand therefor by stockholders holding shares of stock representing a majority of the voting power present in person or by proxy at any meeting a written ballot vote shall be taken. Unless otherwise provided in the Certificate of Incorporation or these bylaws, directors shall be elected by a plurality of the votes cast by the holders of shares of stock entitled to vote in the election of directors at a meeting of stockholders at which a quorum is present. All other elections and questions presented to the stockholders at a meeting at which a quorum is present shall, unless otherwise provided by the Certificate of Incorporation, these by-laws, the rules or regulations of any stock exchange applicable to the Corporation, or applicable law or pursuant to any regulation applicable to the Corporation or its securities, be decided by the affirmative vote of the holders of a majority in voting power of the shares of stock of the Corporation which are present in person or by proxy and entitled to vote thereon. Every stock vote shall be taken by written ballots, each of which shall state the name of the stockholder or proxy voting and such other information as may be required under the procedure established for the meeting.

At any meeting at which a vote is taken by ballots, the chairman of the meeting may appoint one or more inspectors, each of whom shall subscribe an oath or affirmation to execute faithfully the duties of inspector at such meeting with strict impartiality and according to the best of his or her ability. Such inspector shall ascertain the number of shares of capital stock of the Corporation outstanding and the voting power of each such share, determine the shares of capital stock of the Corporation represented at the meeting and the validity of proxies and ballots, count all votes and ballots, determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors, and certify their determination of the number of shares of capital stock of the Corporation represented at the meeting and such inspectors’ count of all votes and ballots. Such certification and report shall specify such other information as may be required by law. In determining the validity and counting of proxies and ballots cast at any meeting of stockholders of the Corporation, the inspectors may consider such information as is permitted by applicable law. The chairman of the meeting may appoint any person to serve as inspector, except no candidate for the office of director shall be appointed as an inspector.

Unless otherwise provided in the Certificate of Incorporation, cumulative voting for the election of directors shall be prohibited.

Section 10. Conduct of Meetings. The meetings of the stockholders shall be presided over by the Chairman of the Board (if any), or if he or she is not present, by the Chief Executive Officer, or if neither the Chairman of the Board (if any), nor Chief Executive Officer is present, by a chairman elected at the meeting. The Secretary of the Corporation, if present, shall act as secretary of such meetings, or if he or she is not present, an Assistant Secretary shall so act; if neither the Secretary nor an Assistant Secretary is present, then a secretary shall be appointed by the chairman of the meeting. The chairman of any meeting of stockholders shall determine the order of business and the procedure at the meeting, including such regulation of the manner of

voting and the conduct of discussion as seem to him in order. Unless the chairman of the meeting of stockholders shall otherwise determine, the order of business shall be as follows:

(a) Calling of meeting to order.

(b) Election of a chairman and the appointment of a secretary if necessary.

(d) Presentation and examination of proxies and determination of a quorum.

(e) Reading and settlement of the minutes of the previous meeting.

(f) Reports of officers and committees.

(g) The election of directors if an annual meeting, or a meeting called for that purpose.

(h) Unfinished business.

(i) New business.

(j) Adjournment.

Section 11. Treasury Stock. The Corporation shall not vote, directly or indirectly, shares of its own stock owned by it or any other corporation, if a majority of shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly by the Corporation and such shares shall not be counted for quorum purposes.

Section 12. Action Without Meeting. Unless otherwise provided in the Certificate of Incorporation, any action permitted or required by law, the Certificate of Incorporation or these bylaws to be taken at a meeting of stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than a unanimous written consent shall be given by the Secretary to those stockholders who have not consented in writing.

ARTICLE III
BOARD OF DIRECTORS

Section 1. Power; Number; Term of Office. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors, and subject to the restrictions imposed by law or the Certificate of Incorporation, they may exercise all the powers of the Corporation.

The number of directors of the Corporation shall be determined from time to time by resolution of the Board of Directors, unless the Certificate of Incorporation fixes the number of directors, in which case a change in the number of directors shall be made only by amendment of the Certificate of Incorporation. Each director shall hold office for the term for which he or she is elected, and until his or her successor shall have been elected and qualified or until his or her earlier death, resignation or removal.

Unless otherwise provided in the Certificate of Incorporation, directors need not be stockholders nor residents of the State of Delaware.

Section 2. Quorum. Unless otherwise provided in the Certificate of Incorporation, a majority of the total number of directors shall constitute a quorum for the transaction of business of the Board of Directors and the vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 3. Place of Meetings; Order of Business. The directors may hold their meetings and may have an office and keep the books of the Corporation, except as otherwise provided by law, in such place or places, within or without the State of Delaware, as the Board of Directors may from time to time determine by resolution. At all meetings of the Board of Directors business shall be transacted in such order as shall from time to time be determined by the Chairman of the Board (if any), or in his or her absence by the Chief Executive Officer, or by resolution of the Board of Directors.

Section 4. First Meeting. Each newly elected Board of Directors may hold its first meeting for the purpose of organization and the transaction of business, if a quorum is present, immediately after and at the same place as the annual meeting of the stockholders. Notice of such meeting shall not be required.

Section 5. Regular Meetings. Regular meetings of the Board of Directors shall be held at such times and places as shall be designated from time to time by resolution of the Board of Directors. Notice of such regular meetings shall not be required.

Section 6. Special Meetings. Special meetings of the Board of Directors may be called by the Chairman of the Board (if any), the Chief Executive Officer or, on the written request of any two directors, by the Secretary, in each case on at least twenty-four (24) hours personal or written notice or on at least twenty-four (24) hours notice by electronic transmission to each director. Such notice, or any waiver thereof pursuant to Article VIII, Section 3 hereof, need not state the purpose or purposes of such meeting, except as may otherwise be required by law or provided for in the Certificate of Incorporation or these bylaws.

Section 7. Removal. Any director or the entire Board of Directors may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors; provided that, unless the Certificate of Incorporation otherwise provides, if the Board of Directors is classified, then the stockholders may effect such removal only for cause; and provided further that, if the Certificate of Incorporation expressly grants to stockholders the right to cumulate votes for the election of directors and if less than the entire Board of Directors is to be removed, no director may be removed without cause if the votes cast

against his or her removal would be sufficient to elect him or her if then cumulatively voted at an election of the entire Board of Directors, or, if there be classes of directors, at an election of the class of directors of which such director is a part.

Section 8. Vacancies; Increases in the Number of Directors. Unless otherwise provided in the Certificate of Incorporation, vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, although less than a quorum, or a sole remaining director; and any director so chosen shall hold office until the next annual election and until his or her successor shall be duly elected and shall qualify, unless sooner displaced.

If the directors of the Corporation are divided into classes, any directors elected to fill vacancies or newly created directorships shall hold office until the next election of the class for which such directors shall have been chosen, and until their successors shall be duly elected and shall qualify.

Section 9. Compensation. Unless otherwise restricted by the Certificate of Incorporation, the Board of Directors shall have the authority to fix the compensation of directors.

Section 10. Action Without a Meeting; Telephone Conference Meeting. Unless otherwise restricted by the Certificate of Incorporation, any action required or permitted to be taken at any meeting of the Board of Directors, or any committee designated by the Board of Directors, may be taken without a meeting if all members of the Board of Directors or committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board of Directors or committee. Such consent shall have the same force and effect as a unanimous vote at a meeting, and may be stated as such in any document or instrument filed with the Secretary of State of Delaware.

Unless otherwise restricted by the Certificate of Incorporation, subject to the requirement for notice of meetings, members of the Board of Directors, or members of any committee designated by the Board of Directors, may participate in a meeting of such Board of Directors or committee, as the case may be, by means of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in such a meeting shall constitute presence in person at such meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

Section 11. Approval or Ratification of Acts or Contracts by Stockholders. The Board of Directors in its discretion may submit any act or contract for approval or ratification at any annual meeting of the stockholders, or at any special meeting of the stockholders called for the purpose of considering any such act or contract, and any act or contract that shall be approved or be ratified by the vote of the holders of shares of stock representing a majority of the voting power entitled to vote and present in person or by proxy at such meeting (provided that a quorum is present), shall be as valid and as binding upon the Corporation and upon all the stockholders as if it has been approved or ratified by every stockholder of the Corporation. In addition, any such

act or contract may be approved or ratified by the written consent of the holders of shares of stock representing a majority of the voting power entitled to vote and such consent shall be as valid and as binding upon the Corporation and upon all the stockholders as if it had been approved or ratified by every stockholder of the Corporation.

ARTICLE IV
COMMITTEES

Section 1. Designation; Powers. The Board of Directors may, by resolution passed by a majority of the whole board, designate one or more committees, including, if they shall so determine, an executive committee, each such committee to consist of one or more of the directors of the Corporation. Any such designated committee shall have and may exercise such of the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation as may be provided in such resolution, except that no such committee shall have the power or authority of the Board of Directors in reference to amending the Certificate of Incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders an agreement of merger, recommending to the stockholders the sale, lease or exchange of all or substantially all of the Corporation’s property and assets, recommending to the stockholders a dissolution of the Corporation or a revocation of a dissolution of the Corporation, or amending, altering or repealing the bylaws or adopting new bylaws for the Corporation and, unless such resolution or the Certificate of Incorporation expressly so provides, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock. Any such designated committee may authorize the seal of the Corporation to be affixed to all papers which may require it. In addition to the above, such committee or committees shall have such other powers and limitations of authority as may be determined from time to time by resolution adopted by the Board of Directors.

Section 2. Procedure; Meetings; Quorum. Any committee designated pursuant to Section 1 of this Article IV shall choose its own chairman, shall keep regular minutes of its proceedings and report the same to the Board of Directors when requested, shall fix its own rules or procedures, and shall meet at such times and at such place or places as may be provided by such rules, or by resolution of such committee or resolution of the Board of Directors. At every meeting of any such committee, the presence of a majority of all the members thereof shall constitute a quorum and the affirmative vote of a majority of the members present shall be necessary for the adoption by it of any resolution.

Section 3. Substitution of Members. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of such committee. In the absence or disqualification of a member of a committee, the member or members present at any meeting and not disqualified from voting, whether or not constituting a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of the absent or disqualified member.

ARTICLE V
OFFICERS

Section 1. Number, Titles and Term of Office. The officers of the Corporation shall be a Chief Executive Officer and a Secretary and, if the Board of Directors so elects, a Chairman of the Board, one or more Vice Presidents (any one or more of whom may be designated Executive Vice President or Senior Vice President), a Treasurer and such other officers as the Board of Directors may from time to time elect or appoint. Each officer shall hold office until his or her successor shall be duly elected and shall qualify or until his or her death or until he or she shall resign or shall have been removed in the manner hereinafter provided. Any number of offices may be held by the same person, unless the Certificate of Incorporation provides otherwise. Except for the Chairman of the Board, if any, no officer need be a director.

Section 2. Salaries. The salaries or other compensation of the officers and agents of the Corporation shall be fixed from time to time by the Board of Directors.

Section 3. Removal. Any officer or agent elected or appointed by the Board of Directors may be removed, either with or without cause, by the vote of a majority of the whole Board of Directors at a special meeting called for the purpose, or at any regular meeting of the Board of Directors. Election or appointment of an officer or agent shall not of itself create contract rights.

Section 4. Vacancies. Any vacancy occurring in any office of the Corporation may be filled by the Board of Directors.

Section 5. Powers and Duties of the Chief Executive Officer. Subject to the control of the Board of Directors and the executive committee (if any), the Chief Executive Officer shall have general executive charge, management and control of the properties, business and operations of the Corporation with all such powers as may be reasonably incident to such responsibilities; he or she may agree upon and execute all leases, contracts, evidences of indebtedness and other obligations in the name of the Corporation and may sign all certificates for shares of capital stock of the Corporation; and shall have such other powers and duties as designated in accordance with these bylaws and as from time to time may be assigned to him by the Board of Directors.

Section 6. Powers and Duties of the Chairman of the Board. If elected, the Chairman of the Board shall preside at all meetings of the stockholders and of the Board of Directors and shall have such other powers and duties as designated in these bylaws and as from time to time may be assigned to him by the Board of Directors.

Section 7. Vice Presidents. In the absence of the Chief Executive Officer, or in the event of his or her inability or refusal to act, a Vice President designated by the Board of Directors shall perform the duties of the Chief Executive Officer, and when so acting shall have all the powers of and be subject to all the restrictions upon the Chief Executive Officer. In the absence of a designation by the Board of Directors of a Vice President to perform the duties of the Chief Executive Officer, or in the event of his or her absence or inability or refusal to act, the Vice President who is present and who is senior in terms of time as a Vice President of the Corporation shall so act. The Vice Presidents shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

Section 8. Treasurer. The Treasurer, if any, shall have responsibility for the custody and control of all the funds and securities of the Corporation, and he or she shall have such other powers and duties as designated in these bylaws and as from time to time may be assigned to him or her by the Board of Directors. He or she shall perform all acts incident to the position of Treasurer, subject to the control of the Chief Executive Officer and the Board of Directors; and he or she shall, if required by the Board of Directors, give such bond for the faithful discharge of his or her duties in such form as the Board of Directors may require.

Section 9. Assistant Treasurers. Each Assistant Treasurer, if any, shall have the usual powers and duties pertaining to his or her office, together with such other powers and duties as designated in these bylaws and as from time to time may be assigned to him or her by the Chief Executive Officer or the Board of Directors. The Assistant Treasurers shall exercise the powers of the Treasurer during that officer’s absence or inability or refusal to act.

Section 10. Secretary. The Secretary shall keep the minutes of all meetings of the Board of Directors, committees of directors and the stockholders, in books provided for that purpose; he or she shall attend to the giving and serving of all notices; he or she may in the name of the Corporation affix the seal of the Corporation to all contracts of the Corporation and attest the affixation of the seal of the Corporation thereto; he or she may sign with the other appointed officers all certificates for shares of capital stock of the Corporation; he or she shall have charge of the certificate books, transfer books and stock ledgers, and such other books and papers as the Board of Directors may direct, all of which shall at all reasonable times be open to inspection of any director upon application at the office of the Corporation during business hours; he or she shall have such other powers and duties as designated in these bylaws and as from time to time may be assigned to him or her by the Board of Directors or the Chief Executive Officer; and he or she shall in general perform all acts incident to the office of Secretary, subject to the control of the Chief Executive Officer and the Board of Directors.

Section 11. Assistant Secretaries. Each Assistant Secretary, if any, shall have the usual powers and duties pertaining to his or her office, together with such other powers and duties as designated in these bylaws and as from time to time may be assigned to him or her by the Chief Executive Officer or the Board of Directors. The Assistant Secretaries shall exercise the powers of the Secretary during that officer’s absence or inability or refusal to act.

Section 12. Action with Respect to Securities of Other Corporations. Unless otherwise directed by the Board of Directors, the Chief Executive Officer shall have power to vote and otherwise act on behalf of the Corporation, in person or by proxy, at any meeting of security holders of or with respect to any action of security holders of any other corporation in which this Corporation may hold securities and otherwise to exercise any and all rights and powers which this Corporation may possess by reason of its ownership of securities in such other corporation.

ARTICLE VI
INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS

Section 1. Right to Indemnification. Each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil,

criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she or a person of whom he or she is the legal representative, is or was or has agreed to become a director or officer of the Corporation or is or was serving or has agreed to serve at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director or officer or in any other capacity while serving or having agreed to serve as a director or officer, shall be indemnified, advanced expenses and held harmless by the Corporation to the fullest extent authorized by the DGCL, as the same exists or may hereafter be amended, (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment) against all expense, liability and loss (including without limitation, attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to serve in the capacity which initially entitled such person to indemnity hereunder and shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof), other than a proceeding (or part thereof) brought under Section 3 of this Article VI, initiated by such person or his or her heirs, executors and administrators only if such proceeding (or part thereof) was authorized by the board of directors of the Corporation. The right to indemnification conferred in this Article VI shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the DGCL requires, the payment of such expenses incurred by a current, former or proposed director or officer in his or her capacity as a director or officer or proposed director or officer (and not in any other capacity in which service was or is or has been agreed to be rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding, shall be made only upon delivery to the Corporation of an undertaking, by or on behalf of such indemnified person, to repay all amounts so advanced if it shall ultimately be determined that such indemnified person is not entitled to be indemnified under this Section or otherwise.

Section 2. Indemnification of Employees and Agents. The Corporation may, by action of its Board of Directors, provide indemnification to employees and agents of the Corporation, individually or as a group, with the same scope and effect as the indemnification of directors and officers provided for in this Article VI.

Section 3. Right of Claimant to Bring Suit. If a written claim received by the Corporation from or on behalf of an indemnified party under this Article VI is not paid in full by the Corporation within ninety days after such receipt, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Corporation) that the claimant has not met the standards of conduct which make it permissible under the DGCL for the

Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the DGCL, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Section 4. Nonexclusivity of Rights. The right to indemnification and the advancement and payment of expenses conferred in this Article VI shall not be exclusive of any other right which any person may have or hereafter acquire under any law (common or statutory), provision of the Certificate of Incorporation of the Corporation, bylaw, agreement, vote of stockholders or disinterested directors or otherwise.

Section 5. Insurance. The Corporation may maintain insurance, at its expense, to protect itself and any person who is or was serving as a director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the DGCL.

Section 6. Savings Clause. If this Article VI or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify and hold harmless each director and officer of the Corporation, as to costs, charges and expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement with respect to any action, suit or proceeding, whether civil, criminal, administrative or investigative to the full extent permitted by any applicable portion of this Article VI that shall not have been invalidated and to the fullest extent permitted by applicable law. Any repeal or modification of the foregoing provisions of this Article VI shall not adversely affect any right or protection hereunder of any person indemnified under this Article VI in respect of any act or omission occurring prior to the time of such repeal or modification.

Section 7. Definitions. For purposes of this Article, reference to the “Corporation” shall include, in addition to the Corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger prior to (or, in the case of an entity specifically designated in a resolution of the Board of Directors, after) the adoption hereof and which, if its separate existence had continued, would have had the power and authority to indemnify its directors, officers and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Article VI with respect to the resulting or surviving corporation as he or she would have with respect to such constituent corporation if its separate existence had continued.

ARTICLE VII
CAPITAL STOCK

Section 1. Certificates of Stock. Except as provided in this Section 1 of Article VII, the certificates for shares of the capital stock of the Corporation shall be in such form, not inconsistent with that required by law and the Certificate of Incorporation, as shall be approved by the Board of Directors. The Chairman of the Board (if any), Chief Executive Officer or a Vice President shall cause to be issued to each stockholder one or more certificates, under the seal of the Corporation or a facsimile thereof if the Board of Directors shall have provided for such seal, and signed by the Chairman of the Board (if any), Chief Executive Officer or a Vice President and the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer, or other authorized officer performing similar functions as the foregoing, certifying the number of shares owned by such stockholder in the Corporation; provided, however, that any of or all the signatures on the certificate may be facsimile. The stock record books and the blank stock certificate books shall be kept by the Secretary, or at the office of such transfer agent or transfer agents as the Board of Directors may from time to time by resolution determine. In case any officer, transfer agent or registrar who shall have signed or whose facsimile signature or signatures shall have been placed upon any such certificate or certificates shall have ceased to be such officer, transfer agent or registrar before such certificate is issued by the Corporation, such certificate may nevertheless be issued by the Corporation with the same effect as if such person were such officer, transfer agent or registrar at the date of issue. The stock certificates shall be consecutively numbered and shall be entered in the books of the Corporation as they are issued and shall exhibit the holder’s name and number of shares. The Board of Directors may deem that any outstanding shares of the Corporation will be uncertificated and registered in such form on the stock books of the Corporation.

Section 2. Transfer of Shares. Subject to the provisions of the Certificate of Incorporation and any other applicable agreements regarding the transfer of stock, the shares of stock of the Corporation shall be transferable only on the books of the Corporation by the holders thereof in person or by their duly authorized attorneys or legal representatives upon surrender and cancellation of certificates for a like number of shares. Subject to the provisions of the Certificate of Incorporation and any other applicable agreements regarding the transfer of stock, upon surrender to the Corporation or a transfer agent of the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the Corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

Section 3. Ownership of Shares. The Corporation shall be entitled to treat the holder of record of any share or shares of capital stock of the Corporation as the holder in fact thereof and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of the State of Delaware.

Section 4. Regulations Regarding Certificates. The Board of Directors shall have the power and authority to make all such rules and regulations as they may deem expedient concerning the issue, transfer and registration or the replacement of certificates for shares of capital stock of the Corporation.

Section 5. Lost or Destroyed Certificates. The Board of Directors may determine the conditions upon which a new certificate of stock may be issued in place of a certificate which is alleged to have been lost, stolen or destroyed; and may, in their discretion, require the owner of such certificate or his or her legal representative to give bond, with sufficient surety, to indemnify the Corporation and each transfer agent and registrar against any and all losses or claims which may arise by reason of the issue of a new certificate in the place of the one so lost, stolen or destroyed.

ARTICLE VIII
MISCELLANEOUS PROVISIONS

Section 1. Fiscal Year. The fiscal year of the Corporation shall be such as established from time to time by the Board of Directors.

Section 2. Corporate Seal. The Board of Directors may provide a suitable seal, containing the name of the Corporation. The Secretary shall have charge of the seal (if any). If and when so directed by the Board of Directors or a committee thereof, duplicates of the seal may be kept and used by the Treasurer or by the Assistant Secretary or Assistant Treasurer.

Section 3. Notice and Waiver of Notice. Whenever any notice is required to be given by law, the Certificate of Incorporation or under the provisions of these bylaws, said notice shall be deemed to be sufficient if given by electronic transmission or by deposit of the same in a post office box in a sealed prepaid wrapper addressed to the person entitled thereto at his or her post office address, as it appears on the records of the Corporation, and such notice shall be deemed to have been given on the day of such transmission or mailing, as the case may be.

Whenever notice is required to be given by law, the Certificate of Incorporation or under any of the provisions of these bylaws, a written waiver thereof, signed by the person entitled to notice, or a waiver by electronic transmission by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business on the grounds that the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders, directors, or members of a committee of directors need be specified in any written waiver of notice unless so required by the Certificate of Incorporation or these bylaws.

Section 4. Resignations. Any director, member of a committee or officer may resign at any time. Such resignation shall be made in writing or by electronic transmission and shall take effect at the time specified therein, or if no time be specified, at the time of its receipt by the Chief Executive Officer or Secretary. The acceptance of a resignation shall not be necessary to make it effective, unless expressly so provided in the resignation.

Section 5. Facsimile Signatures. In addition to the provisions for the use of facsimile signatures elsewhere specifically authorized in these bylaws, facsimile signatures of any officer or officers of the Corporation may be used whenever and as authorized by the Board of Directors.

Section 6. Reliance upon Books, Reports and Records. Each director and each member of any committee designated by the Board of Directors shall, in the performance of his or her duties, be fully protected in relying in good faith upon the books of account or reports made to the Corporation by any of its officers, or by an independent certified public accountant, or by an appraiser selected with reasonable care by the Board of Directors or by any such committee, or in relying in good faith upon other records of the Corporation.

Section 7. Form of Records. Any records maintained by the Corporation in the regular course of its business, including its stock ledger, books of account, and minute books, may be kept on, or by means of, or be in the form of, any information storage device or method, provided that the records so kept can be converted into clearly legible paper form within a reasonable time.

ARTICLE IX
AMENDMENTS

Section 1. Amendments. If provided in the Certificate of Incorporation of the Corporation, the Board of Directors shall have the power to adopt, amend and repeal from time to time bylaws of the Corporation, subject to the right of the stockholders entitled to vote with respect thereto to amend or repeal such bylaws as adopted or amended by the Board of Directors.

EX-3.4 5 a2232179zex-3_4.htm EX-3.4

Exhibit 3.4

AMENDED AND RESTATED BYLAWS

RANGER ENERGY SERVICES, INC.

Incorporated under the Laws of the State of Delaware

Date of Adoption: [·], 2017

ARTICLE I
OFFICES AND RECORDS

SECTION 1.1. Registered Office. The registered office of Ranger Energy Services, Inc. (the “Corporation”) in the State of Delaware shall be as set forth in the Amended and Restated Certificate of Incorporation of the Corporation, as it may be amended, restated, supplemented and otherwise modified from time to time (the “Certificate of Incorporation”), and the name of the Corporation’s registered agent at such address is as set forth in the Certificate of Incorporation. The registered office and registered agent of the Corporation may be changed from time to time by the board of directors of the Corporation (the “Board”) in the manner provided by applicable law.

SECTION 1.2. Other Offices. The Corporation may have such other offices, either within or without the State of Delaware, as the Board may designate or as the business of the Corporation may from time to time require.

SECTION 1.3. Books and Records. The books and records of the Corporation may be kept outside the State of Delaware at such place or places as may from time to time be designated by the Board.

ARTICLE II
STOCKHOLDERS

SECTION 2.1. Annual Meetings. If required by applicable law, an annual meeting of the stockholders for the election of directors of the Corporation shall be held at such date, time and place, if any, either within or outside of the State of Delaware, as may be fixed by resolution of the Board. The Board may postpone, reschedule or cancel any annual meeting of stockholders previously scheduled by the Board. Any other proper business may be transacted at the annual meeting.

SECTION 2.2. Special Meetings. Special meetings of stockholders of the Corporation may be called only by the Board pursuant to a resolution adopted by the affirmative vote of a majority of the Whole Board; provided, however, that prior to the first date on which CSL Capital Management, LLC and its Affiliates (the “Sponsor Group”) no longer collectively beneficially own (or otherwise have the right to vote or direct the vote of) more than 50% of the outstanding aggregate shares of the Class A Common Stock (the “Class A Common Stock”), par value $0.01, and Class B Common Stock (together with the Class A Common Stock, the “Common Stock”), par value $0.01, of the Corporation (the “Trigger Date”), special meetings of

the stockholders of the Corporation may also be called by the Secretary of the Corporation at the request of the holders of record of a majority of the outstanding shares of Common Stock. For purposes of these Bylaws, beneficial ownership of shares shall be determined in accordance with Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder. The authorized person(s) calling a special meeting shall fix the date, time and place, if any, of such meeting. On and after the Trigger Date, except as otherwise required by law and subject to the rights of holders of any series of preferred stock of the Corporation (“Preferred Stock”), the stockholders of the Corporation shall not have the power to call or request a special meeting of stockholders of the Corporation. The Board may postpone, reschedule or cancel any special meeting of the stockholders previously scheduled by the Board. For purposes of these Bylaws, (A) the term “Affiliate” shall mean, with respect to a specified Person, a Person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, such specified Person; with respect to any Sponsor Group member, an “Affiliate” shall include (1) any Person who is the direct or indirect ultimate holder of “equity securities” (as such term is described in Rule 405 under the Securities Act of 1933, as amended) of such Sponsor Group member, and (2) any investment fund, alternative investment vehicle, special purpose vehicle or holding company that is directly or indirectly managed, advised or controlled by such Sponsor Group member; (B) the term “Person” means any individual, corporation, partnership, limited liability company, joint venture, firm, association, or other entity; and (C) the term “Whole Board” shall mean the total number of authorized directors whether or not there exist any vacancies in previously authorized directorships.

SECTION 2.3. Record Date.

(A) In order that the Corporation may determine the stockholders entitled to notice of any meeting of stockholders or any adjournment thereof, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board, and which record date shall, unless otherwise required by applicable law, not be more than 60 nor less than ten days before the date of such meeting. If the Board so fixes a date, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination. If no record date is fixed by the Board, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board may fix a new record date for determination of stockholders entitled to vote at the adjourned meeting, and in such case shall also fix as the record date for stockholders entitled to notice of such adjourned meeting the same or earlier date as that fixed for determination of stockholders entitled to vote in accordance herewith at the adjourned meeting.

(B) In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion, exchange or redemption of stock or for

the purpose of any other lawful action, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall not be more than 60 days prior to such action. If no such record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board adopts the resolution relating thereto.

(C) Unless otherwise restricted by the Certificate of Incorporation, in order that the Corporation may determine the stockholders entitled to express consent to corporate action in writing without a meeting, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board, and which record date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the Board. If no record date for determining stockholders entitled to express consent to corporate action in writing without a meeting is fixed by the Board, (i) when no prior action of the Board is required by applicable law, the record date for such purpose shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation in accordance with applicable law, and (ii) if prior action by the Board is required by applicable law, the record date for such purpose shall be at the close of business on the day on which the Board adopts the resolution taking such prior action.

SECTION 2.4. Stockholder List. The officer who has charge of the stock ledger shall prepare and make, at least ten days before every meeting of stockholders, a complete list of stockholders entitled to vote at any meeting of stockholders (provided, however, if the record date for determining the stockholders entitled to vote is less than ten days before the date of the meeting, the list shall reflect the stockholders entitled to vote as of the 10th day before the meeting date), arranged in alphabetical order for each class of stock and showing the address of each such stockholder and the number of shares registered in the name of such stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either on a reasonably accessible electronic network (provided that the information required to gain access to the list is provided with the notice of the meeting) or during ordinary business hours at the principal place of business of the Corporation. The stock list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. If the meeting is to be held solely by means of remote communication, then the list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting. Except as otherwise required by applicable law, the stock ledger of the Corporation shall be the only evidence as to who are the stockholders entitled by this section to examine the list required by this section or to vote in person or by proxy at any meeting of the stockholders.

SECTION 2.5. Place of Meeting. The Board, the Chairman of the Board, the Chief Executive Officer or the President, as the case may be, may designate the place of meeting for any annual meeting or for any special meeting of the stockholders. If no designation is so made, the place of meeting shall be the principal executive offices of the Corporation. The Board, acting in its sole discretion, may establish guidelines and procedures in accordance with applicable provisions of the Delaware General Corporation Law (the “DGCL”) and any other applicable law for the participation by stockholders and proxyholders in a meeting of

stockholders by means of remote communications, and may determine that any meeting of stockholders will not be held at any place but will be held solely by means of remote communication. Stockholders and proxyholders complying with such procedures and guidelines and otherwise entitled to vote at a meeting of stockholders shall be deemed present in person and entitled to vote at a meeting of stockholders, whether such meeting is to be held at a designated place or solely by means of remote communication.

SECTION 2.6. Notice of Meeting. Unless otherwise required by law, the Certificate of Incorporation or these Bylaws, written notice, stating the place, if any, date and time of the meeting, shall be given, not less than ten days nor more than 60 days before the date of the meeting, to each stockholder of record entitled to vote at such meeting. The notice shall specify (A) the record date for determining the stockholders entitled to vote at the meeting (if such date is different from the record date for stockholders entitled to notice of the meeting), (B) the place, if any, date and time of such meeting, (C) the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such meeting, and (D) in the case of a special meeting, the purpose or purposes for which such meeting is called. If the stockholder list referred to in Section 2.4 of these Bylaws is made accessible on an electronic network, the notice of meeting must indicate how the stockholder list can be accessed. If the meeting of stockholders is to be held solely by means of electronic communications, the notice of meeting must provide the information required to access such stockholder list during the meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail with postage thereon prepaid, addressed to the stockholder at his address as it appears on the stock transfer books of the Corporation. The Corporation may provide stockholders with notice of a meeting by electronic transmission provided such stockholders have consented to receiving electronic notice in accordance with the DGCL. Such further notice shall be given as may be required by applicable law. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the notice of meeting.

SECTION 2.7. Quorum and Adjournment of Meetings.

(A) Except as otherwise required by applicable law or by the Certificate of Incorporation, the holders of a majority of the voting power of all of the outstanding shares of stock of the Corporation entitled to vote at the meeting, represented in person or by proxy, shall constitute a quorum at a meeting of stockholders, except that when specified business is to be voted on by a class or series of stock voting as a class, the holders of a majority of the voting power of all of the outstanding shares of such class or series shall constitute a quorum of such class or series for the transaction of such business. For purposes of these Bylaws, beneficial ownership of shares shall be determined in accordance with Rule 13d-3 promulgated under the Exchange Act. The chairman of the meeting may adjourn the meeting from time to time for any reason, whether or not there is such a quorum. The stockholders present at a duly called meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum.

(B) Any meeting of stockholders, annual or special, may adjourn from time to time to reconvene at the same or some other place, and notice need not be given of any such adjourned meeting if the date, time and place thereof are announced at the meeting at which the adjournment is taken; provided, however, that if the adjournment is for more than 30 days, a

notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. At the adjourned meeting, the Corporation may transact any business that might have been transacted at the original meeting.

SECTION 2.8. Proxies. At all meetings of stockholders, a stockholder may vote by proxy executed in writing (or in such other manner prescribed by the DGCL) by the stockholder or by his duly authorized attorney-in-fact. Any copy, facsimile transmission or other reliable reproduction of the writing or transmission created pursuant to this section may be substituted or used in lieu of the original writing or transmission for any and all purposes for which the original writing or transmission could be used, provided that such copy, facsimile transmission or other reproduction shall be a complete reproduction of the entire original writing or transmission. No proxy may be voted or acted upon after the expiration of three years from the date of such proxy, unless such proxy provides for a longer period. Every proxy is revocable at the pleasure of the stockholder executing it unless the proxy states that it is irrevocable and applicable law makes it irrevocable. A stockholder may revoke any proxy that is not irrevocable by attending the meeting and voting in person or by filing an instrument in writing revoking the proxy or by filing another duly executed proxy bearing a later date with the Secretary of the Corporation.

SECTION 2.9. Notice of Stockholder Business and Nominations.

(A) Annual Meetings of Stockholders.

(1) Nominations of persons for election to the Board and the proposal of other business to be considered by the stockholders at an annual meeting of stockholders may be made only (a) pursuant to the Corporation’s notice of meeting (or any supplement thereto), (b) by or at the direction of the Board or any committee thereof or (c) by any stockholder of the Corporation who (i) was a stockholder of record at the time of giving of notice provided for in these Bylaws and at the time of the annual meeting, (ii) is entitled to vote at the meeting and (iii) complies with the notice procedures and other requirements set forth in these Bylaws and applicable law. Section 2.9(A)(1)(c) of these Bylaws shall be the exclusive means for a stockholder to make nominations or submit other business (other than matters properly brought under Rule 14a-8 under the Exchange Act and included in the Corporation’s notice of meeting) before an annual meeting of the stockholders.

(2) For any nominations or any other business to be properly brought before an annual meeting by a stockholder pursuant to Section 2.9(A)(1)(c) of these Bylaws, (a) the stockholder must have given timely notice thereof in writing to the Secretary of the Corporation, (b) such other business must otherwise be a proper matter for stockholder action under the DGCL and (c) the record stockholder and the beneficial owner, if any, on whose behalf any such proposal or nomination is made, must have acted in accordance with the representations set forth in the Solicitation Statement required by these Bylaws. To be timely, a stockholder’s notice must be received by the Secretary of the Corporation at the principal executive offices of the Corporation not earlier than the close of business on the 120th day and not later than the close of business on the 90th day prior to the first anniversary of the preceding year’s annual meeting (which anniversary, in the case of the first annual meeting of stockholders following the close of the

Corporation’s initial public offering, shall be deemed to be May 1, 2018); provided, however, that subject to the following sentence, in the event that the date of the annual meeting is scheduled for a date that is more than 30 days before or more than 60 days after such anniversary date, notice by the stockholder to be timely must be so received not later than the 10th day following the day on which public announcement of the date of such meeting is first made by the Corporation. In no event shall any adjournment or postponement of an annual meeting or the announcement thereof commence a new time period for the giving of a stockholder’s notice as described above.

To be in proper form, a stockholder’s notice (whether given pursuant to this Section 2.9(A)(2) or Section 2.9(B)) to the Secretary of the Corporation must:

(a) set forth, as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made (i) the name and address of such stockholder, as they appear on the Corporation’s books, and of such stockholder’s Stockholder Associated Person (as defined in Section 2.9(C)(2)), if any, (ii) (A) the class or series and number of shares of the Corporation that are, directly or indirectly, owned beneficially and of record by such stockholder and such Stockholder Associated Person, (B) any option, warrant, convertible security, stock appreciation right, or similar right with an exercise or conversion privilege or a settlement payment or mechanism at a price related to any class or series of shares of the Corporation or with a value derived in whole or in part from the value of any class or series of shares of the Corporation, whether or not such instrument or right shall be subject to settlement in the underlying class or series of stock of the Corporation or otherwise (a “Derivative Instrument”), directly or indirectly owned beneficially by such stockholder or by any Stockholder Associated Person and any other direct or indirect opportunity to profit or share in any profit derived from any increase or decrease in the value of shares of the Corporation held by such stockholder or by any Stockholder Associated Person, (C) a complete and accurate description of any agreement, arrangement or understanding between or among such stockholder and such stockholder’s Stockholder Associated Person and any other person or persons in connection with such stockholder’s director nomination and the name and address of any other person(s) or entity or entities known to the stockholder to support such nomination, (D) a description of any proxy, contract, arrangement, understanding or relationship pursuant to which such stockholder or any Stockholder Associated Person has a right to vote, directly or indirectly, any shares of any security of the Corporation, (E) any short interest in any security of the Corporation held by such stockholder or any Stockholder Associated Person (for purposes of these Bylaws, a person shall be deemed to have a “short interest” in a security if such person directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has the opportunity to profit or share in any profit derived from any decrease in the value of the subject security), (F) any rights to dividends on the shares of the Corporation owned beneficially by such stockholder or by any Stockholder Associated Person that are separated or separable from the underlying shares of the Corporation, (G) any proportionate interest in shares of the Corporation or Derivative Instruments held,

directly or indirectly, by a general or limited partnership in which such stockholder or any Stockholder Associated Person is a general partner or, directly or indirectly, beneficially owns an interest in a general partner and (H) any performance-related fees (other than an asset-based fee) that such stockholder or any Stockholder Associated Person is entitled to based on any increase or decrease in the value of shares of the Corporation or Derivative Instruments, if any, as of the date of such notice, including, without limitation, any such interests held by members of such stockholder’s or any Stockholder Associated Person’s immediate family sharing the same household, (iii) any other information relating to such stockholder and any Stockholder Associated Person, if any, that would be required to be disclosed in a proxy statement or other filing required to be made in connection with solicitations of proxies for, as applicable, the proposal or for the election of directors in a contested election pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder, (iv) a representation that the stockholder is a holder of record of stock of the Corporation entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to bring such nomination or other business before the meeting, and (v) a representation as to whether or not such stockholder or any Stockholder Associated Person will deliver a proxy statement or form of proxy to holders of at least the percentage of the voting power of the Corporation’s outstanding stock required to approve or adopt the proposal or, in the case of a nomination or nominations, at least the percentage of the voting power of the Corporation’s outstanding stock reasonably believed by the stockholder or Stockholder Associated Person, as the case may be, to be sufficient to elect such nominee or nominees (such representation, a “Solicitation Statement”).

(b) if the notice relates to any business other than a nomination of a director or directors that the stockholder proposes to bring before the meeting, set forth (i) a brief description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting and any material interest of such stockholder and Stockholder Associated Person, if any, in such business, (ii) the text of the proposal or business (including the text of any resolutions proposed for consideration and in the event that such business includes a proposal to amend the Bylaws, the language of the proposed amendment) and (iii) a complete and accurate description of all agreements, arrangements and understandings between or among such stockholder and such stockholder’s Stockholder Associated Person, if any, and the name and address of any other person(s) or entity or entities in connection with the proposal of such business by such stockholder;

(c) set forth, as to each person, if any, whom the stockholder proposes to nominate for election or reelection to the Board (i) all information relating to such person that would be required to be disclosed in a proxy statement or other filing required to be made in connection with solicitations of proxies for election of directors in a contested election pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder (including such person’s written consent to being named in the proxy statement as a nominee

and to serving as a director if elected), (ii) a description of all direct and indirect compensation and other material monetary agreements, arrangements and understandings during the past three years, and any other material relationships, between or among such stockholder and Stockholder Associated Person, if any, and their respective affiliates and associates, or others acting in concert therewith, on the one hand, and each proposed nominee, and his respective affiliates and associates, or others acting in concert therewith, on the other hand, including, without limitation, all information that would be required to be disclosed pursuant to Rule 404 promulgated under Regulation S-K if the stockholder making the nomination and any beneficial owner on whose behalf the nomination is made, if any, or any affiliate or associate thereof or person acting in concert therewith, were the “registrant” for purposes of such rule and the nominee were a director or executive officer of such registrant, and (iii) a representation that such person intends to serve a full term, if elected as director; and

(d) with respect to each nominee for election or reelection to the Board, include (i) a completed and signed questionnaire, representation and agreement in a form provided by the Corporation, which form the stockholder must request from the Secretary of the Corporation in writing with no less than 7 days advance notice and (ii) a written representation and agreement (in the form provided by the Secretary of the Corporation upon written request) that such person (A) is not and will not become a party to (1) any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity as to how such person, if elected as a director of the Corporation, will act or vote on any issue or question (a “Voting Commitment”) that has not been disclosed to the Corporation or (2) any Voting Commitment that could limit or interfere with such person’s ability to comply, if elected as a director of the Corporation, with such person’s fiduciary duties under applicable law, (B) is not and will not become a party to any agreement, arrangement or understanding with any person or entity other than the Corporation with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a director that has not been disclosed therein, and (C) in such person’s individual capacity and on behalf of any person or entity on whose behalf the nomination is being made, would be in compliance, if elected as a director of the Corporation, and will comply with all applicable publicly disclosed corporate governance, conflict of interest, confidentiality and stock ownership and trading policies and guidelines of the Corporation. The Corporation may require any proposed nominee to furnish such other information as may reasonably be required by the Corporation to determine the eligibility of such proposed nominee to serve as an independent director of the Corporation or that could be material to a reasonable stockholder’s understanding of the independence, or lack thereof, of such nominee.

(3) A stockholder providing notice of a nomination or proposal of other business to be brought before a meeting shall further update and supplement such notice, if necessary, so that the information provided or required to be provided in such notice shall be true and correct (a) as of the record date for the meeting and (b) as of the

date that is ten business days prior to the meeting or any adjournment, recess, cancellation, rescheduling or postponement thereof, and such update and supplement shall be delivered to, or mailed and received by, the Secretary of the Corporation at the principal executive offices of the Corporation not later than five business days after the record date for the meeting (in the case of the update and supplement required to be made as of the record date) and not later than seven business days prior to the date for the meeting or any postponement or adjournment thereof, if practicable (or, if not practicable, on the first practicable date prior to any adjournment, recess or postponement thereof (in the case of the update and supplement required to be made as of ten business days prior to the meeting or any adjournment, recess or postponement thereof)).

(B) Special Meetings of Stockholders.

Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting by or at the direction of the Board. Nominations of persons for election to the Board may be made at a special meeting of stockholders at which directors are to be elected pursuant to a notice of meeting (1) by or at the direction of the Board or any committee thereof (or stockholders if permitted pursuant to the Certificate of Incorporation and these Bylaws prior to the Trigger Date) or (2) if the Board (or stockholders if permitted pursuant to the Certificate of Incorporation and these Bylaws prior to the Trigger Date) has determined that directors shall be elected at such meeting, by any stockholder of the Corporation who (a) is a stockholder of record at the time of giving of notice provided for in these Bylaws and at the time of the special meeting, (b) is entitled to vote at the meeting, and (c) complies with the notice procedures set forth in these Bylaws and applicable law. In the event a special meeting of stockholders is called for the purpose of electing one or more directors to the Board, any such stockholder may nominate a person or persons (as the case may be), for election to such position(s) as specified in the Corporation’s notice of meeting, if the stockholder delivers notice with the information required by Section 2.9(A)(2) (with the updates required by Section 2.9(A)(3)) of these Bylaws with respect to any nomination (including the completed and signed questionnaire, representation and agreement required by Section 2.9(A)(2)(d) of these Bylaws). Such notice shall be delivered to the Secretary of the Corporation at the principal executive offices of the Corporation not earlier than the close of business on the 120th day prior to such special meeting and not later than the close of business on the later of the 90th day prior to such special meeting or the 10th day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board to be elected at such meeting. In no event shall any adjournment or postponement or the announcement thereof of a special meeting commence a new time period for the giving of a stockholder’s notice as described above.

(1) Only such persons who are nominated in accordance with the procedures set forth in these Bylaws and applicable law shall be eligible to serve as directors, and only such business shall be conducted at a meeting of stockholders as shall have been brought before the meeting in accordance with the procedures set forth in these Bylaws and applicable law. Except as otherwise provided by applicable law, the Certificate of Incorporation or these Bylaws, the chairman of the meeting shall have the

power and duty to determine whether a nomination or any business proposed to be brought before the meeting was made or proposed, as the case may be, in accordance with the procedures set forth in these Bylaws and applicable law and, if any proposed nomination or business is not in compliance with these Bylaws and applicable law, to declare that such defective proposal or nomination shall be disregarded.

(2) For purposes of these Bylaws, “public announcement” shall mean disclosure in a press release reported by Dow Jones News Service, the Associated Press, or any other national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act and the rules and regulations promulgated thereunder, and “Stockholder Associated Person” shall mean, for any stockholder, (a) any person or entity controlling, directly or indirectly, or acting in concert with, such stockholder, (b) any beneficial owner of shares of stock of the Corporation owned of record or beneficially by such stockholder or (c) any person or entity controlling, controlled by or under common control with any person or entity referred to in the preceding clauses (a) or (b).

(3) Notwithstanding the foregoing provisions of these Bylaws, a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in these Bylaws; provided, however, that any references in these Bylaws to the Exchange Act or the rules promulgated thereunder are not intended to and shall not limit the requirements applicable to nominations or proposals as to any other business to be considered pursuant to Section 2.9(A) or Section 2.9(B) of these Bylaws. Nothing in these Bylaws shall be deemed to affect any rights (a) of stockholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act or (b) of the holders of any series of Preferred Stock if and to the extent provided for under applicable law, the Certificate of Incorporation or these Bylaws.

(4) Unless otherwise required by law, if the stockholder (or a qualified representative of the stockholder) making a nomination or proposal under this Section 2.9 does not appear at a meeting of stockholders to present such nomination or proposal, the nomination shall be disregarded and the proposed business shall not be transacted, as the case may be, notwithstanding that proxies in favor thereof may have been received by the Corporation. For purposes of this Section 2.9, to be considered a qualified representative of the stockholder, a person must be a duly authorized officer, manager or partner of such stockholder or must be authorized by a writing executed by such stockholder or an electronic transmission delivered by such stockholder to act for such stockholder as proxy at the meeting of stockholders and such person must produce such writing or electronic transmission, or a reliable reproduction of the writing or electronic transmission, at the meeting of stockholders.

SECTION 2.10. Conduct of Business. The date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote at a meeting shall be announced at the meeting by the chairman of the meeting. The Board may adopt by resolution such rules and regulations for the conduct of the meeting of stockholders as it shall deem appropriate in its sole discretion. The Chairman of the Board, if one shall have been elected, or in

the Chairman of the Board’s absence or if one shall not have been elected, the director or officer designated by the majority of the Whole Board, shall preside at all meetings of the stockholders as “chairman of the meeting.” Except to the extent inconsistent with such rules and regulations as adopted by the Board, the chairman of the meeting shall have the right and authority to convene and for any reason to recess and/or adjourn the meeting, to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of the chairman of the meeting, are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Board or prescribed by the chairman of the meeting, may include, without limitation, the following: (A) the establishment of an agenda or order of business for the meeting; (B) rules and procedures for maintaining order at the meeting and the safety of those present; (C) limitations on attendance at or participation in the meeting to stockholders entitled to vote at the meeting, their duly authorized and constituted proxies or such other persons as the chairman of the meeting shall determine; (D) restrictions on entry to the meeting after the time fixed for the commencement thereof; (E) limitations on the time allotted to questions or comments by participants; and (F) restrictions of the use of audio and video recording devices. The chairman of the meeting, in addition to making any other determinations that may be appropriate to the conduct of the meeting, shall, if the facts warrant, determine and declare to the meeting that a matter or business was not properly brought before the meeting, and if such chairman of the meeting should so determine, such chairman of the meeting shall so declare to the meeting and any such matter or business not properly brought before the meeting shall not be transacted or considered. Unless and to the extent determined by the Board or the chairman of the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure.

SECTION 2.11. Required Vote. Subject to the rights of the holders of any series of Preferred Stock to elect directors under specified circumstances, at any meeting at which directors are to be elected, so long as a quorum is present, directors shall be elected by a plurality of the votes validly cast in such election. Unless otherwise provided in the Certificate of Incorporation, cumulative voting for the election of directors shall be prohibited. Except as otherwise required by applicable law, the rules and regulations of any stock exchange applicable to the Corporation, the Certificate of Incorporation or these Bylaws, in all matters other than the election of directors and certain non-binding advisory votes described below, the affirmative vote of a majority of the voting power of the outstanding shares present in person or represented by proxy at the meeting and entitled to vote on the matter shall be the act of the stockholders. In non-binding advisory matters with more than two possible vote choices, the affirmative vote of a plurality of the voting power of the outstanding shares present in person or represented by proxy at the meeting and entitled to vote on the matter shall be the recommendation of the stockholders.

SECTION 2.12. Treasury Stock. The Corporation shall not vote, directly or indirectly, shares of its own stock belonging to it or any other corporation, if a majority of shares entitled to vote in the election of directors of such corporation is held, directly or indirectly by the Corporation, and such shares will not be counted for quorum purposes; provided, however, that the foregoing shall not limit the right of the Corporation or such other corporation, to vote stock of the Corporation held in a fiduciary capacity.

SECTION 2.13. Inspectors of Elections; Opening and Closing the Polls. The Corporation may, and when required by applicable law, shall, appoint one or more inspectors, which inspector or inspectors may include individuals who serve the Corporation in other capacities, including, without limitation, as officers, employees, agents or representatives, to act at the meetings of stockholders and make a written report thereof. One or more persons may be designated as alternate inspectors to replace any inspector who fails to act. If no inspector or alternate has been appointed to act or is able to act at a meeting of stockholders and the appointment of an inspector is required by applicable law, the chairman of the meeting shall appoint one or more inspectors to act at the meeting. Each inspector, before discharging his duties, shall take and sign an oath to faithfully execute the duties of inspector with strict impartiality and according to the best of his ability. The inspectors shall have the duties prescribed by applicable law.

SECTION 2.14. Stockholder Action by Written Consent.

(A) Prior to the Trigger Date, any action required or permitted to be taken at any annual meeting or special meeting of the stockholders of the Corporation may be taken without a meeting, without prior notice and without a vote of stockholders, if a consent or consents in writing, setting forth the action so taken, is or are signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.

(B) On and after the Trigger Date, subject to the rights of holders of any series of Preferred Stock with respect to such series of Preferred Stock, any action required or permitted to be taken by the stockholders of the Corporation must be taken at a duly held annual or special meeting of stockholders and may not be taken by any consent in writing of such stockholders.

ARTICLE III
BOARD OF DIRECTORS

SECTION 3.1. General Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board elected in accordance with these Bylaws. In addition to the powers and authorities by these Bylaws expressly conferred upon them, the Board may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these Bylaws required to be exercised or done by the stockholders. The directors shall act only as a Board or a committee thereof, and the individual directors shall have no power as such.

SECTION 3.2. Number, Tenure and Qualifications. Subject to the rights of the holders of any series of Preferred Stock to elect directors under specified circumstances, if any, the number of directors shall be fixed from time to time exclusively pursuant to a resolution adopted by the affirmative vote of a majority of the Whole Board. The election and term of directors shall be as set forth in the Certificate of Incorporation.

SECTION 3.3. Regular Meetings. Subject to Section 3.5, regular meetings of the Board shall be held on such dates, and at such times and places, as are determined from time to time by resolution of the Board.

SECTION 3.4. Special Meetings. Special meetings of the Board shall be called at the request of the Chairman of the Board, the Chief Executive Officer or a majority of the Board then in office. The person or persons authorized to call special meetings of the Board may fix the place, if any, date and time of the meetings. Any business may be conducted at a special meeting of the Board.

SECTION 3.5. Notice. Notice of any special meeting of directors shall be given to each director at his business or residence in writing by hand delivery, first-class or overnight mail, courier service or facsimile or electronic transmission or orally by telephone. If mailed by first-class mail, such notice shall be deemed adequately delivered if deposited in the United States mails so addressed, with postage thereon prepaid, at least five days before such meeting. If by overnight mail or courier service, such notice shall be deemed adequately delivered if the notice is delivered to the overnight mail or courier service company at least 24 hours before such meeting. If by facsimile or electronic transmission, such notice shall be deemed adequately delivered if the notice is transmitted at least 24 hours before such meeting. If by telephone or by hand delivery, the notice shall be given at least 24 hours prior to the time set for the meeting and shall be confirmed by facsimile or electronic transmission that is sent promptly thereafter. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the notice of such meeting, except for amendments to these Bylaws, as provided under Section 8.1.

SECTION 3.6. Action by Consent of Board. Any action required or permitted to be taken at any meeting of the Board or of any committee thereof may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing, including by electronic transmission, and the writing or writings or electronic transmissions are filed with the minutes of proceedings of the Board or committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form. Such consent shall have the same force and effect as a unanimous vote at a meeting, and may be stated as such in any document or instrument filed with the Secretary of State of the State of Delaware.

SECTION 3.7. Conference Telephone Meetings. Members of the Board or any committee thereof may participate in a meeting of the Board or such committee by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at such meeting.

SECTION 3.8. Quorum. A whole number of directors equal to at least a majority of the Whole Board shall constitute a quorum for the transaction of business, but if at any meeting of the Board there shall be less than a quorum present, a majority of the directors present may, to the fullest extent permitted by law, adjourn the meeting from time to time without further notice unless (A) the date, time and place, if any, of the adjourned meeting are not announced at the time of adjournment, in which case notice conforming to the requirements of Section 3.5 of these

Bylaws shall be given to each director, or (B) the meeting is adjourned for more than 24 hours, in which case the notice referred to in clause (A) shall be given to those directors not present at the announcement of the date, time and place of the adjourned meeting. Except as otherwise expressly required by law, the Certificate of Incorporation or these Bylaws, all matters shall be determined by the affirmative vote of a majority of the directors present at a meeting at which a quorum is present. To the fullest extent permitted by law, the directors present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough directors to leave less than a quorum.

SECTION 3.9. Vacancies. Subject to applicable law and the rights of the holders of any series of Preferred Stock then outstanding, any newly created directorship that results from an increase in the number of directors or any vacancy on the Board that results from the death, resignation, disqualification or removal of any director or from any other cause shall, unless otherwise required by law or by resolution of the Board, be filled (A) prior to the Trigger Date, by the affirmative vote of a majority of the total number of directors then in office, even if less than a quorum, or by a sole remaining director, or the affirmative vote of the holders of a majority of the voting power of the outstanding shares of stock of the Corporation entitled to vote generally for the election of directors, voting together as a single class and acting at a meeting of the stockholders or by written consent (if permitted) in accordance with the DGCL, the Certificate of Incorporation and these Bylaws, and (B) on or after the Trigger Date, solely by the affirmative vote of a majority of the directors then in office, even if less than a quorum, or by a sole remaining director, and shall not be filled by the stockholders. Any director elected to fill a vacancy not resulting from an increase in the number of directors shall hold office for the remaining term of his predecessor. No decrease in the number of authorized directors constituting the Board shall shorten the term of any incumbent director.

SECTION 3.10. Removal.

(A) Prior to the Trigger Date, subject to the rights of the holders of shares of any series of Preferred Stock, if any, to elect additional directors pursuant to the Certificate of Incorporation (including any certificate of designation thereunder), any director may be removed at any time, either for or without cause, upon the affirmative vote of the holders of a majority of the voting power of the outstanding shares of stock of the Corporation entitled to vote generally for the election of directors, voting together as a single class and acting at a meeting of the stockholders or by written consent (if permitted) in accordance with the DGCL, the Certificate of Incorporation and these Bylaws. Except as applicable law otherwise provides, cause for the removal of a director shall be deemed to exist only if the director whose removal is proposed: (1) has been convicted of a felony by a court of competent jurisdiction and that conviction is no longer subject to direct appeal; (2) has been found to have been grossly negligent in the performance of his duties to the Corporation in any matter of substantial importance to the Corporation by a court of competent jurisdiction; or (3) has been adjudicated by a court of competent jurisdiction to be mentally incompetent, which mental incompetency directly affects his ability to serve as a director of the Corporation.

(B) On and after the Trigger Date, subject to the rights of the holders of shares of any series of Preferred Stock, if any, to elect additional directors pursuant to the Certificate of Incorporation (including any certificate of designation thereunder), any director

may be removed only for cause, upon the affirmative vote of the holders of at least [•]% of the outstanding shares of stock of the Corporation entitled to vote generally for the election of directors, acting at a meeting of the stockholders or by written consent (if permitted) in accordance with the DGCL, the Certificate of Incorporation and these Bylaws.

SECTION 3.11. Records. The Board shall cause to be kept a record containing the minutes of the proceedings of the meetings of the Board and of the stockholders, appropriate stock books and registers and such books of records and accounts as may be necessary for the proper conduct of the business of the Corporation.

SECTION 3.12. Compensation. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, the Board shall have authority to fix the compensation of directors, including fees and reimbursement of expenses.

SECTION 3.13. Regulations. To the extent consistent with applicable law, the Certificate of Incorporation and these Bylaws, the Board may adopt such rules and regulations for the conduct of meetings of the Board and for the management of the affairs and business of the Corporation as the Board may deem appropriate.

ARTICLE IV
COMMITTEES

SECTION 4.1. Designation; Powers. The Board may designate one or more committees, each committee to consist of one or more of the directors of the Corporation. Any such committee, to the extent permitted by applicable law and to the extent provided in the resolution of the Board, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it.

SECTION 4.2. Procedure; Meetings; Quorum. Any committee designated pursuant to Section 4.1 shall choose its own chairman in the event the chairman has not been selected by the Board by a majority vote of the members then in attendance at a meeting of the committee so long as a quorum is present, shall keep regular minutes of its proceedings, and shall meet at such times and at such place or places as may be provided by the charter of such committee or by resolution of such committee or resolution of the Board. At every meeting of any such committee, the presence of a majority of all the members thereof shall constitute a quorum and the affirmative vote of a majority of the members present at a meeting where a quorum is present shall be necessary for the adoption by it of any resolution. The Board shall adopt a charter for each committee for which a charter is required by applicable laws, regulations or stock exchange rules, may adopt a charter for any other committee, and may adopt other rules and regulations for the governance of any committee not inconsistent with the provisions of these Bylaws or any such charter, and each committee may adopt its own rules and regulations of governance, to the extent not inconsistent with these Bylaws or any charter or other rules and regulations adopted by the Board.

SECTION 4.3. Substitution of Members. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified

member at any meeting of such committee. In the absence or disqualification of a member of a committee, the member or members present at any meeting and not disqualified from voting, whether or not constituting a quorum, may unanimously appoint another member of the Board to act at the meeting in the place of the absent or disqualified member.

ARTICLE V
OFFICERS

SECTION 5.1. Officers. The Board shall elect the officers of the Corporation, which shall include a Chairman of the Board, a Chief Executive Officer, a President, Executive Vice Presidents, Senior Vice Presidents, a Secretary, a Treasurer and such other officers as the Board from time to time may deem proper. The Chairman of the Board shall be chosen from among the directors. All officers elected by the Board shall each have such powers and duties as generally pertain to their respective offices, subject to the specific provisions of this Article V. Such officers shall also have such powers and duties as from time to time may be conferred by the Board or by any committee thereof or, with respect to any Executive Vice President, Senior Vice President, Treasurer or Secretary, by the Chairman of the Board, Chief Executive Officer or President, if any. The Board or any committee thereof may from time to time elect, or the Chairman of the Board, Chief Executive Officer or President, if any, may appoint, such other officers (including a Chief Financial Officer, Chief Operating Officer and one or more Senior Vice Presidents, Assistant Secretaries and Assistant Treasurers) and such agents, as may be necessary or desirable for the conduct of the business of the Corporation. Such other officers and agents shall have such duties and shall hold their offices for such terms as shall be provided in these Bylaws or as may be prescribed by the Board or such committee thereof or by the Chairman of the Board, Chief Executive Officer or President, as the case may be. Any number of offices may be held by the same person.

SECTION 5.2. Election and Term of Office. Each officer shall hold office until his successor shall have been duly elected or appointed and shall have qualified or until his death or until he shall resign, but any officer may be removed from office at any time by the affirmative vote of a majority of the Board or, except in the case of an officer or agent elected by the Board, by the Chairman of the Board, Chief Executive Officer or President, if any. Such removal shall be without prejudice to the contractual rights, if any, of the person so removed. No elected officer shall have any contractual rights against the Corporation for compensation by virtue of such election beyond the date of the election of his successor, his death, his resignation or his removal, whichever event shall first occur, except as otherwise provided in an employment contract or under an employee deferred compensation plan.

SECTION 5.3. Chairman of the Board. The Chairman of the Board shall preside at all meetings of the Board. The Chairman of the Board shall be responsible for the general management of the affairs of the Corporation and shall perform all duties incidental to his office that may be required by law and all such other duties as are properly required of him by the Board. He shall make reports to the Board and shall see that all orders and resolutions of the Board and of any committee thereof are carried into effect. The Chairman of the Board may also serve as Chief Executive Officer, if so elected by the Board.

SECTION 5.4. Chief Executive Officer. The Chief Executive Officer shall act in a general executive capacity and shall assist the Chairman of the Board in the administration and operation of the Corporation’s business and general supervision of its policies and affairs. The Chief Executive Officer shall, in the absence of or because of the inability to act of the Chairman of the Board, perform all duties of the Chairman of the Board and, if the Chief Executive Officer is also a director, preside at all meetings of the Board. The Chief Executive Officer shall have the authority to sign, in the name and on behalf of the Corporation, checks, orders, contracts, leases, notes, drafts and all other documents and instruments in connection with the business of the Corporation.

SECTION 5.5. President. The President, if any, shall have such powers and shall perform such duties as shall be assigned to him by the Board. In the absence (or inability or refusal to act) of the Chairman of the Board and Chief Executive Officer, the President (if any and if he or she shall be a director) shall preside when present at all meetings of the Board.

SECTION 5.6. Executive Vice Presidents and Senior Vice Presidents. Each Executive Vice President and Senior Vice President, if any, shall have such powers and shall perform such duties as shall be assigned to him by the Board or the Chairman of the Board, the Chief Executive Officer or the President, if any.

SECTION 5.7. Treasurer. The Treasurer, if any, shall exercise general supervision over the receipt, custody and disbursement of corporate funds. He shall have such further powers and duties and shall be subject to such directions as may be granted or imposed upon him from time to time by the Board, the Chairman of the Board, the Chief Executive Officer or the President, if any.

SECTION 5.8. Secretary. The Secretary, if any, shall keep or cause to be kept in one or more books provided for that purpose, the minutes of all meetings of the Board, the committees of the Board and the stockholders; he shall see that all notices are duly given in accordance with the provisions of these Bylaws and as required by applicable law; he shall be custodian of the records and the seal of the Corporation and affix and attest the seal to all stock certificates of the Corporation (unless the seal of the Corporation on such certificates shall be a facsimile, as hereinafter provided) and affix and attest the seal to all other documents to be executed on behalf of the Corporation under its seal; and he shall see that the books, reports, statements, certificates and other documents and records required by law to be kept and filed are properly kept and filed; and in general, he shall perform all the duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the Board, the Chairman of the Board, the Chief Executive Officer or the President, if any.

SECTION 5.9. Vacancies. A newly created elected office and a vacancy in any elected office because of death, resignation or removal may be filled by the Board for the unexpired portion of the term at any meeting of the Board. Any vacancy in an office appointed by the Chairman of the Board, the Chief Executive Officer or the President, if any, because of death, resignation or removal may be filled by the Chairman of the Board, the Chief Executive Officer or the President, if any.

SECTION 5.10. Action with Respect to Securities of Other Corporations. Unless otherwise directed by the Board, the Chief Executive Officer or any officer authorized by the Chairman of the Board, the Chief Executive Officer or the President, shall have power to vote and otherwise act on behalf of the Corporation, in person or by proxy, at any meeting of security holders of or with respect to any action of security holders of any other corporation or entity in which the Corporation may hold securities and otherwise to exercise any and all rights and powers that the Corporation may possess by reason of its ownership of securities in such other corporation.

SECTION 5.11. Delegation. The Board may from time to time delegate the powers and duties of any officer to any other officer or agent, notwithstanding any provision hereof.

ARTICLE VI
STOCK CERTIFICATES AND TRANSFERS

SECTION 6.1. Stock Certificates and Transfers. The interest of each stockholder of the Corporation evidenced by certificates for shares of stock shall be in such form as the appropriate officers of the Corporation may from time to time prescribe, provided that the Board may provide by resolution or resolutions that some or all of any or all classes or series of its stock may be uncertificated shares. The shares of the stock of the Corporation shall be entered in the books of the Corporation as they are issued and shall exhibit the holder’s name and number of shares. Subject to the provisions of the Certificate of Incorporation, the shares of the stock of the Corporation shall be transferred on the books of the Corporation, which may be maintained by a third-party registrar or transfer agent, by the holder thereof in person or by his attorney, upon surrender for cancellation of certificates for at least the same number of shares, with an assignment and power of transfer endorsed thereon or attached thereto, duly executed, with such proof of the authenticity of the signature as the Corporation or its agents may reasonably require or upon receipt of proper transfer instructions from the registered holder of uncertificated shares and upon compliance with appropriate procedures for transferring shares in uncertificated form, at which time the Corporation shall issue a new certificate to the person entitled thereto (if the stock is then represented by certificates), cancel the old certificate and record the transaction upon its books.

Each certificated share of stock shall be signed, countersigned and registered in the manner required by law. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate has ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.

SECTION 6.2. Lost, Stolen or Destroyed Certificates. No certificate for shares or uncertificated shares of stock in the Corporation shall be issued in place of any certificate alleged to have been lost, destroyed or stolen, except on production of such evidence of such loss, destruction or theft and on delivery to the Corporation of a bond of indemnity in such amount, upon such terms and secured by such surety, as the Board or any financial officer may in its or his discretion require.

SECTION 6.3. Ownership of Shares. The Corporation shall be entitled to treat the holder of record of any share or shares of stock of the Corporation as the holder in fact thereof and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise required by the laws of the State of Delaware.

SECTION 6.4. Regulations Regarding Certificates. The Board shall have the power and authority to make all such rules and regulations concerning the issue, transfer and registration or the replacement of certificates for shares of stock of the Corporation. The Corporation may enter into additional agreements with stockholders to restrict the transfer of stock of the Corporation in any manner not prohibited by the DGCL.

ARTICLE VII
MISCELLANEOUS PROVISIONS

SECTION 7.1. Fiscal Year. The fiscal year of the Corporation shall begin on the first day of January and end on the 31st day of December of each year.

SECTION 7.2. Dividends. Except as otherwise provided by law or the Certificate of Incorporation, the Board may from time to time declare, and the Corporation may pay, dividends on its outstanding shares of stock, which dividends may be paid in either cash, property or shares of stock of the Corporation. A member of the Board, or a member of any committee designated by the Board, shall be fully protected in relying in good faith upon the records of the Corporation and upon such information, opinions, reports or statements presented to the Corporation by any of its officers or employees, or committees of the Board, or by any other person as to matters the director reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation, as to the value and amount of the assets, liabilities or net profits of the Corporation, or any other facts pertinent to the existence and amount of surplus or other funds from which dividends might properly be declared and paid.

SECTION 7.3. Seal. If the Board determines that the Corporation shall have a corporate seal, the corporate seal shall have enscribed thereon the words “Corporate Seal,” the year of incorporation and the words “Ranger Energy Services, Inc. — Delaware.”

SECTION 7.4. Waiver of Notice. Whenever any notice is required to be given to any stockholder or director of the Corporation under the provisions of the DGCL, the Certificate of Incorporation or these Bylaws, a waiver thereof in writing, including by electronic transmission, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Neither the business to be transacted at, nor the purpose of, any annual or special meeting of the stockholders or the Board or committee thereof need be specified in any waiver of notice of such meeting. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

SECTION 7.5. Resignations. Any director or any officer, whether elected or appointed, may resign at any time by giving written notice, including by electronic transmission, of such resignation to the Chairman of the Board, the Chief Executive Officer, the President (if any) or the Secretary, and such resignation shall be deemed to be effective as of the close of business on the date said notice is received by the Chairman of the Board, the Chief Executive Officer, the President or the Secretary, or at such later time as is specified therein. No formal action shall be required of the Board or the stockholders to make any such resignation effective.

SECTION 7.6. Indemnification and Advancement of Expenses.

(A) The Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person who was or is made a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”) by reason of the fact that he, or a person for whom he is the legal representative, is or was a director or officer of the Corporation or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, trustee, employee or agent of another corporation or of a partnership, joint venture, trust, other enterprise or nonprofit entity, including service with respect to an employee benefit plan (a “Covered Person”), whether the basis of such proceeding is alleged action in an official capacity as a director, officer, trustee, employee or agent, or in any other capacity while serving as a director, officer, trustee, employee or agent, against all expenses, liability and loss (including, without limitation, attorneys’ fees, judgments, fines, ERISA excise taxes and penalties and amounts paid in settlement) reasonably incurred or suffered by such Covered Person in connection with such proceeding.

(B) The Corporation shall, to the fullest extent not prohibited by applicable law as it presently exists or may hereafter be amended, pay the expenses (including attorneys’ fees) incurred by a Covered Person in defending any proceeding in advance of its final disposition; provided, however, that to the extent required by applicable law, such payment of expenses in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by the Covered Person to repay all amounts advanced if it should be ultimately determined by final judicial decision from which there is no further right to appeal (hereinafter, a “final adjudication”) that the Covered Person is not entitled to be indemnified under this Section 7.6 or otherwise.

(C) The rights to indemnification and advancement of expenses under this Section 7.6 shall be contract rights and such rights shall continue as to a Covered Person who has ceased to be a director, officer, trustee, employee or agent and shall inure to the benefit of his heirs, executors and administrators. Notwithstanding the foregoing provisions of this Section 7.6, except for proceedings to enforce rights to indemnification and advancement of expenses, the Corporation shall indemnify and advance expenses to a Covered Person in connection with a proceeding (or part thereof) initiated by such Covered Person only if such proceeding (or part thereof) was authorized by the Board.

(D) If a claim for indemnification under this Section 7.6 (following the final disposition of such proceeding) is not paid in full within 60 days after the Corporation has

received a claim therefor by the Covered Person, or if a claim for any advancement of expenses under this Section 7.6 is not paid in full within 30 days after the Corporation has received a statement or statements requesting such amounts to be advanced, the Covered Person shall thereupon (but not before) be entitled to file suit to recover the unpaid amount of such claim. If successful in whole or in part, the Covered Person shall be entitled to be paid the expense of prosecuting such claim, or a claim brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, to the fullest extent permitted by applicable law. In any such action, the Corporation shall have the burden of proving that the Covered Person is not entitled to the requested indemnification or advancement of expenses under applicable law. In (1) any suit brought by a Covered Person to enforce a right to indemnification hereunder (but not in a suit brought by a Covered Person to enforce a right to an advancement of expenses) it shall be a defense that, and (2) in any suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the Corporation shall be entitled to recover such expenses upon a final adjudication that, the Covered Person has not met any applicable standard for indemnification set forth in the DGCL. Neither the failure of the Corporation (including its directors who are not parties to such action, a committee of such directors, independent legal counsel or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the Covered Person is proper in the circumstances because the Covered Person has met the applicable standard of conduct set forth in the DGCL, nor an actual determination by the Corporation (including its directors who are not parties to such action, a committee of such directors, independent legal counsel or its stockholders) that the Covered Person has not met such applicable standard of conduct, shall create a presumption that the Covered Person has not met the applicable standard of conduct or, in the case of such a suit brought by the Covered Person, be a defense to such suit. In any suit brought by the Covered Person to enforce a right to indemnification or to an advancement of expenses hereunder, or brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the Covered Person is not entitled to be indemnified, or to such advancement of expenses, under this Section 7.6 or otherwise shall be on the Corporation.

(E) The rights conferred on any Covered Person by this Section 7.6 shall not be exclusive of any other rights that such Covered Person may have or hereafter acquire under any statute, any provision of the Certificate of Incorporation, these Bylaws, any agreement or vote of stockholders or disinterested directors or otherwise.

(F) This Section 7.6 shall not limit the right of the Corporation, to the extent and in the manner permitted by applicable law, to indemnify and to advance expenses to persons other than Covered Persons when and as authorized by appropriate corporate action.

(G) Any Covered Person entitled to indemnification and/or advancement of expenses, in each case pursuant to this Section 7.6, may have certain rights to indemnification, advancement and/or insurance provided by one or more persons with whom or which such Covered Person may be associated (including, without limitation, any Sponsor Group member). The Corporation hereby acknowledges and agrees that (1) the Corporation shall be the indemnitor of first resort with respect to any proceeding, expense, liability or matter that is the subject of this Section 7.6, (2) the Corporation shall be primarily liable for all such obligations and any indemnification afforded to a Covered Person in respect of a proceeding, expense,

liability or matter that is the subject of this Section 7.6, whether created by law, organizational or constituent documents, contract or otherwise, (3) any obligation of any persons with whom or which a Covered Person may be associated (including, without limitation, any Sponsor Group member) to indemnify such Covered Person and/or advance expenses or liabilities to such Covered Person in respect of any proceeding shall be secondary to the obligations of the Corporation hereunder, (4) the Corporation shall be required to indemnify each Covered Person and advance expenses to each Covered Person hereunder to the fullest extent provided herein without regard to any rights such Covered Person may have against any other person with whom or which such Covered Person may be associated (including, without limitation, any Sponsor Group member) or insurer of any such person, and (5) the Corporation irrevocably waives, relinquishes and releases any other person with whom or which a Covered Person may be associated (including, without limitation, any Sponsor Group member) from any claim of contribution, subrogation or any other recovery of any kind in respect of amounts paid by the Corporation hereunder.

(H) The Corporation may maintain insurance, at its expense, to protect itself and any person who is or was serving as a director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the DGCL.

SECTION 7.7. Facsimile and Electronic Signatures. In addition to the provisions for use of facsimile or electronic signatures elsewhere specifically authorized in these Bylaws, facsimile or electronic signatures of any officer or officers of the Corporation may be used whenever and as authorized by the Board or a committee thereof, the Chairman of the Board, the Chief Executive Officer or President (if any).

SECTION 7.8. Time Periods. In applying any provision of these Bylaws that require that an act be done or not done a specified number of days prior to an event or that an act be done during a period of a specified number of days prior to an event, calendar days shall be used, the day of the doing of the act shall be excluded, and the day of the event shall be included.

SECTION 7.9. Reliance Upon Books, Reports and Records. Each director, each member of any committee designated by the Board and each officer of the Corporation shall, in the performance of his duties, be fully protected in relying in good faith upon the records of the Corporation and upon information, opinions, reports or statements presented to the Corporation by any of the Corporation’s officers or employees, or committees designated by the Board, or by any other person as to the matters the member reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation.

SECTION 7.10. Forum for Adjudication of Disputes.

(A) Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall, to the fullest extent permitted by applicable law, be the sole and exclusive forum for any stockholder (including a

beneficial owner) to bring (1) any derivative action or proceeding brought on behalf of the Corporation, (2) any action asserting a claim of breach of a fiduciary duty owed by any director, officer, employee or agent of the Corporation to the Corporation or the Corporation’s stockholders, (3) any action asserting a claim against the Corporation, its directors, officers or employees or agents arising pursuant to any provision of the DGCL, the Certificate of Incorporation or these Bylaws, or (4) any action asserting a claim against the Corporation, its directors, officers or employees or agents governed by the internal affairs doctrine, except as to each of (1) through (4) above, for any claim as to which the Court of Chancery determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination), which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery, or over which the Court of Chancery does not have subject matter jurisdiction. To the fullest extent permitted by law, any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Section 7.10.

If any provision or provisions of this Section 7.10 shall be held to be invalid, illegal or unenforceable as applied to any person or entity or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this Section 7.10 (including, without limitation, each portion of any sentence of this Section 7.10 containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons or entities and circumstances shall not in any way be affected or impaired thereby.

(B) To the fullest extent permitted by law, if any action the subject matter of which is within the scope of Section 7.10(A) above is filed in a court other than a court located within the State of Delaware (a “Foreign Action”) in the name of any stockholder, such stockholder shall be deemed to have consented to (1) the personal jurisdiction of the state and federal courts located within the State of Delaware in connection with any action brought in any such court to enforce Section 7.10(A) above (an “FSC Enforcement Action”) and (2) having service of process made upon such stockholder in any such FSC Enforcement Action by service upon such stockholder’s counsel in the Foreign Action as agent for such stockholder.

ARTICLE VIII
AMENDMENTS

SECTION 8.1. Amendments. In furtherance of, and not in limitation of, the powers conferred by the laws of the State of Delaware, the Board is expressly authorized to adopt, amend or repeal the Bylaws of the Corporation; provided, however, that in the case of a special meeting only, notice of such amendment, alteration or repeal is contained in the notice or waiver of notice of such special meeting. Any adoption, amendment or repeal of the Bylaws of the Corporation by the Board shall require the approval of a majority of the Whole Board. Stockholders shall also have the power to adopt, amend or repeal the Bylaws of the Corporation; provided, however, that, in addition to any vote of the holders of any class or series of stock of the Corporation required by law or by the Certificate of Incorporation, the Bylaws of the Corporation may be adopted, altered, amended or repealed by the stockholders of the

Corporation only (A) prior to the Trigger Date, by the affirmative vote of holders of not less than 50% in voting power of the outstanding shares of stock entitled to vote thereon, voting together as a single class, or (B) on and after the Trigger Date by the affirmative vote of holders of not less than 662/3% in voting power of the outstanding shares of stock entitled to vote thereon, voting together as a single class. No Bylaws hereafter made or adopted, nor any repeal of or amendment thereto, shall invalidate any prior act of the Board that was valid at the time it was taken.

Notwithstanding the foregoing, no amendment, alteration or repeal of Section 7.6 shall adversely affect any right or protection existing under these Bylaws immediately prior to such amendment, alteration or repeal, including any right or protection of a present or former director, officer or employee thereunder in respect of any act or omission occurring prior to the time of such amendment.

EX-10.1 6 a2232179zex-10_1.htm EX-10.1

Exhibit 10.1

Ranger Energy Services, Inc.

2017 Long Term Incentive Plan

1. Purpose. The purpose of the Ranger Energy Services, Inc. 2017 Long Term Incentive Plan (the “Plan”) is to provide a means through which (a) Ranger Energy Services, Inc., a Delaware corporation (the “Company”), and its Affiliates may attract, retain and motivate qualified persons as employees, directors and consultants, thereby enhancing the profitable growth of the Company and its Affiliates and (b) persons upon whom the responsibilities of the successful administration and management of the Company and its Affiliates rest, and whose present and potential contributions to the Company and its Affiliates are of importance, can acquire and maintain stock ownership or awards the value of which is tied to the performance of the Company, thereby strengthening their concern for the Company and its Affiliates. Accordingly, the Plan provides for the grant of Options, SARs, Restricted Stock, Restricted Stock Units, Stock Awards, Dividend Equivalents, Other Stock-Based Awards, Cash Awards, Substitute Awards, Performance Awards, or any combination of the foregoing, as determined by the Committee in its sole discretion.

2. Definitions. For purposes of the Plan, the following terms shall be defined as set forth below:

(a) “Affiliate” means any corporation, partnership, limited liability company, limited liability partnership, association, trust or other organization that, directly or indirectly, controls, is controlled by, or is under common control with, the Company. For purposes of the preceding sentence, “control” (including, with correlative meanings, the terms “controlled by” and “under common control with”), as used with respect to any entity or organization, shall mean the possession, directly or indirectly, of the power (i) to vote more than 50% of the securities having ordinary voting power for the election of directors of the controlled entity or organization or (ii) to direct or cause the direction of the management and policies of the controlled entity or organization, whether through the ownership of voting securities, by contract, or otherwise.

(b) “ASC Topic 718” means the Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation — Stock Compensation, as amended or any successor accounting standard.

(c) “Award” means any Option, SAR, Restricted Stock, Restricted Stock Unit, Stock Award, Dividend Equivalent, Other Stock-Based Award, Cash Award, Substitute Award or Performance Award, together with any other right or interest, granted under the Plan.

(d) “Award Agreement” means any written instrument (including any employment, severance or change in control agreement) that sets forth the terms, conditions, restrictions and/or limitations applicable to an Award, in addition to those set forth under the Plan.

(e) “Board” means the Board of Directors of the Company.

(f) “Cash Award” means an Award denominated in cash granted under Section 6(i).

(g) “Change in Control” means, except as otherwise provided in an Award Agreement, the occurrence of any of the following events after the Effective Date:

(i) A “change in the ownership” of the Company within the meaning of Treasury Regulation § 1.409A-3(i)(5)(v), whereby any one person, or more than one person acting as a “group” (for purposes of this Section 2(g)(i), as such term is defined in Treasury Regulation § 1.409A-3(i)(5)(v)(B)), acquires ownership of stock in the Company that, together with stock held by such person or group, constitutes more than 50% of the total fair market value or total voting power of the stock of the Company.

(ii) A “change in the effective control” of the Company within the meaning of Treasury Regulation § 1.409A-3(i)(5)(vi), whereby either (A) any one person, or more than one person acting as a “group” (for purposes of this Section 2(g)(ii), as such term is defined in Treasury Regulation § 1.409A-3(i)(5)(vi)(D)), acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of the Company possessing 30% or more of the total voting power of the stock of the Company; or (B) a majority of the members of the Board are replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election.

(iii) A “change in the ownership of a substantial portion” of the Company’s assets within the meaning of Treasury Regulation § 1.409A-3(i)(5)(vii), whereby any one person, or more than one person acting as a “group” (for purposes of this Section 2(g)(iii), as such term is defined in Treasury Regulation § 1.409A-3(i)(5)(vii)(C)), acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) assets of the Company that have a total gross fair market value equal to or more than 40% of the total gross fair market value of all the assets of the Company immediately prior to such acquisition or acquisitions.

The preceding provisions of this Section 2(g) are intended to merely summarize the provisions of Treasury Regulation § 1.409A-3(i)(5) and, to the extent that the preceding provisions of this Section 2(g) do not incorporate fully all of the provisions (or are otherwise inconsistent with the provisions) of Treasury Regulation § 1.409A-3(i)(5), then the relevant provisions of such Treasury Regulation shall control.

(h) “Change in Control Price” means the amount determined in the following clause (i), (ii), (iii), (iv) or (v), whichever the Committee determines is applicable, as follows: (i) the price per share offered to holders of Stock in any merger or consolidation, (ii) the per share Fair Market Value of the Stock immediately before the Change in Control or other event without regard to assets sold in the Change in Control or other event and assuming the Company has received the consideration paid for the assets in the case of a sale of the assets, (iii) the amount distributed per share of Stock in a dissolution transaction, (iv) the price per share offered to holders of Stock in any tender offer or exchange offer whereby a Change in Control or other event takes place, or (v) if such Change in Control or other event occurs other than pursuant to a

transaction described in clauses (i), (ii), (iii), or (iv) of this Section 2(h), the value per share of the Stock that may otherwise be obtained with respect to such Awards or to which such Awards track, as determined by the Committee as of the date determined by the Committee to be the date of cancellation and surrender of such Awards. In the event that the consideration offered to stockholders of the Company in any transaction described in this Section 2(h) or in Section 8(e) consists of anything other than cash, the Committee shall determine the fair cash equivalent of the portion of the consideration offered which is other than cash and such determination shall be binding on all affected Participants to the extent applicable to Awards held by such Participants.

(i) “Code” means the Internal Revenue Code of 1986, as amended from time to time, including the guidance and regulations promulgated thereunder and successor provisions, guidance and regulations thereto.

(j) “Committee” means a committee of two or more directors designated by the Board to administer the Plan; provided, however, that, unless otherwise determined by the Board, the Committee shall consist solely of two or more Qualified Members.

(k) “Covered Employee” means an Eligible Person who is (i) a “covered employee” within the meaning of Section 162(m) or (ii) designated by the Committee, at the time of grant of a Performance Award or at any subsequent time, as reasonably expected to be a “covered employee” with respect to the taxable year of the Company in which any applicable Award will be paid.

(l) “Dividend Equivalent” means a right, granted to an Eligible Person under Section 6(g), to receive cash, Stock, other Awards or other property equal in value to dividends paid with respect to a specified number of shares of Stock, or other periodic payments.

(m) “Effective Date” means [·].

(n) “Eligible Person” means any individual who, as of the date of grant of an Award, is an officer or employee of the Company or of any of its Affiliates, and any other person who provides services to the Company or any of its Affiliates, including directors of the Company; provided, however, that, any such individual must be an “employee” of the Company or any of its parents or subsidiaries within the meaning of General Instruction A.1(a) to Form S-8 if such individual is granted an Award that may be settled in Stock. An employee on leave of absence may be an Eligible Person.

(o) “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, including the guidance, rules and regulations promulgated thereunder and successor provisions, guidance, rules and regulations thereto.

(p) “Fair Market Value” of a share of Stock means, as of any specified date, (i) if the Stock is listed on a national securities exchange, the closing sales price of the Stock, as reported on the stock exchange composite tape on that date (or if no sales occur on such date, on the last preceding date on which such sales of the Stock are so reported); (ii) if the Stock is not traded on a national securities exchange but is traded over the counter on such date, the average between the reported high and low bid and asked prices of Stock on the most recent date on which Stock was publicly traded on or preceding the specified date; or (iii) in the event Stock is

not publicly traded at the time a determination of its value is required to be made under the Plan, the amount determined by the Committee in its discretion in such manner as it deems appropriate, taking into account all factors the Committee deems appropriate, including the Nonqualified Deferred Compensation Rules. Notwithstanding this definition of Fair Market Value, with respect to one or more Award types, or for any other purpose for which the Committee must determine the Fair Market Value under the Plan, the Committee may elect to choose a different measurement date or methodology for determining Fair Market Value so long as the determination is consistent with the Nonqualified Deferred Compensation Rules and all other applicable laws and regulations.

(q) “ISO” means an Option intended to be and designated as an “incentive stock option” within the meaning of Section 422 of the Code.

(r) “Nonqualified Deferred Compensation Rules” means the limitations or requirements of Section 409A of the Code, as amended from time to time, including the guidance and regulations promulgated thereunder and successor provisions, guidance and regulations thereto.

(s) “Nonstatutory Option” means an Option that is not an ISO.

(t) “Option” means a right, granted to an Eligible Person under Section 6(b), to purchase Stock at a specified price during specified time periods, which may either be an ISO or a Nonstatutory Option.

(u) “Other Stock-Based Award” means an Award granted to an Eligible Person under Section 6(h).

(v) “Participant” means a person who has been granted an Award under the Plan that remains outstanding, including a person who is no longer an Eligible Person.

(w) “Performance Award” means an award granted to an Eligible Person under Section 6(k), the grant, vesting, exercisability and/or settlement of which (and/or the timing or amount thereof) is subject to the achievement of one or more performance goals specified by the Committee.

(x) “Qualified Member” means a member of the Board who is (i) a “non-employee director” within the meaning of Rule 16b-3(b)(3), (ii) following expiration of the Transition Period (as defined below), an “outside director” within the meaning of Section 162(m), and (iii) “independent” under the listing standards or rules of the securities exchange upon which the Stock is traded, but only to the extent such independence is required in order to take the action at issue pursuant to such standards or rules.

(y) “Restricted Stock” means Stock granted to an Eligible Person under Section 6(d) that is subject to certain restrictions and to a risk of forfeiture.

(z) “Restricted Stock Unit” means a right, granted to an Eligible Person under Section 6(e), to receive Stock, cash or a combination thereof at the end of a specified period (which may or may not be coterminous with the vesting schedule of the Award).

(aa) “Rule 16b-3” means Rule 16b-3, promulgated by the SEC under Section 16 of the Exchange Act.

(bb) “SAR” means a stock appreciation right granted to an Eligible Person under Section 6(c).

(cc) “SEC” means the Securities and Exchange Commission.

(dd) “Section 162(m)” means Section 162(m) of the Code and Treasury Regulation § 1.162-27, as amended from time to time, and any other guidance and regulations promulgated thereunder and successor provisions, guidance and regulations thereto.

(ee) “Section 162(m) Award” means a Performance Award granted under Section 6(k)(i) to a Covered Employee that is intended to satisfy the requirements for “performance-based compensation” within the meaning of Section 162(m).

(ff) “Securities Act” means the Securities Act of 1933, as amended from time to time, including the guidance, rules and regulations promulgated thereunder and successor provisions, guidance, rules and regulations thereto.

(gg) “Stock” means the Company’s Common Stock, par value $0.01 per share, and such other securities as may be substituted (or re-substituted) for Stock pursuant to Section 8.

(hh) “Stock Award” means unrestricted shares of Stock granted to an Eligible Person under Section 6(f).

(ii) “Substitute Award” means an Award granted under Section 6(j).

3. Administration.

(a) Authority of the Committee. The Plan shall be administered by the Committee except to the extent the Board elects to administer the Plan, in which case references herein to the “Committee” shall be deemed to include references to the “Board.” Subject to the express provisions of the Plan, Rule 16b-3 and other applicable laws, the Committee shall have the authority, in its sole and absolute discretion, to:

(i) designate Eligible Persons as Participants;

(ii) determine the type or types of Awards to be granted to an Eligible Person;

(iii) determine the number of shares of Stock or amount of cash to be covered by Awards;

(iv) determine the terms and conditions of any Award, including whether, to what extent and under what circumstances Awards may be vested, settled, exercised, cancelled or forfeited (including conditions based on continued employment or service requirements or the achievement of one or more performance goals);

(v) modify, waive or adjust any term or condition of an Award that has been granted, which may include the acceleration of vesting, waiver of forfeiture restrictions, modification of the form of settlement of the Award (for example, from cash to Stock or vice versa), early termination of a performance period, or modification of any other condition or limitation regarding an Award;

(vi) determine the treatment of an Award upon a termination of employment or other service relationship;

(vii) impose a holding period with respect to an Award or the shares of Stock received in connection with an Award;

(viii) interpret and administer the Plan and any Award Agreement;

(ix) correct any defect, supply any omission or reconcile any inconsistency in the Plan, in any Award, or in any Award Agreement; and

(x) make any other determination and take any other action that the Committee deems necessary or desirable for the administration of the Plan.

The express grant of any specific power to the Committee, and the taking of any action by the Committee, shall not be construed as limiting any power or authority of the Committee. Any action of the Committee shall be final, conclusive and binding on all persons, including the Company, its Affiliates, stockholders, Participants, beneficiaries, and permitted transferees under Section 7(a) or other persons claiming rights from or through a Participant.

(b) Exercise of Committee Authority. At any time that a member of the Committee is not a Qualified Member, any action of the Committee relating to (i) an Award granted or to be granted to an Eligible Person who is then subject to Section 16 of the Exchange Act in respect of the Company where such action is not taken by the full Board, or (ii) a Section 162(m) Award, may be taken either (A) by a subcommittee, designated by the Committee, composed solely of two or more Qualified Members, or (B) by the Committee but with each such member who is not a Qualified Member abstaining or recusing himself or herself from such action; provided, however, that upon such abstention or recusal, the Committee remains composed solely of two or more Qualified Members. Such action, authorized by such a subcommittee or by the Committee upon the abstention or recusal of such non-Qualified Member(s), shall be the action of the Committee for purposes of the Plan. For the avoidance of doubt, the full Board may take any action relating to an Award granted or to be granted to an Eligible Person who is then subject to Section 16 of the Exchange Act in respect of the Company, so long as such Award is not a Section 162(m) Award.

(c) Delegation of Authority. The Committee may delegate any or all of its powers and duties under the Plan to a subcommittee of directors or to any officer of the Company, including the power to perform administrative functions and grant Awards; provided, however, that such delegation does not (i) violate state or corporate law, (ii) result in the loss of an exemption under Rule 16b-3(d)(1) for Awards granted to Participants subject to Section 16 of the Exchange Act in respect of the Company, or (iii) cause Section 162(m) Awards to fail to so qualify. Upon any such delegation, all references in the Plan to the “Committee,” other than in

Section 8, shall be deemed to include any subcommittee or officer of the Company to whom such powers have been delegated by the Committee. Any such delegation shall not limit the right of such subcommittee members or such an officer to receive Awards; provided, however, that such subcommittee members and any such officer may not grant Awards to himself or herself, a member of the Board, or any executive officer of the Company or an Affiliate, or take any action with respect to any Award previously granted to himself or herself, a member of the Board, or any executive officer of the Company or an Affiliate. The Committee may also appoint agents who are not executive officers of the Company or members of the Board to assist in administering the Plan, provided, however, that such individuals may not be delegated the authority to (A) grant or modify any Awards that will, or may, be settled in Stock or (B) take any action that would cause Section 162(m) Awards to fail to so qualify, if applicable.

(d) Limitation of Liability. The Committee and each member thereof shall be entitled to, in good faith, rely or act upon any report or other information furnished to him or her by any officer or employee of the Company or any of its Affiliates, the Company’s legal counsel, independent auditors, consultants or any other agents assisting in the administration of the Plan. Members of the Committee and any officer or employee of the Company or any of its Affiliates acting at the direction or on behalf of the Committee shall not be personally liable for any action or determination taken or made in good faith with respect to the Plan, and shall, to the fullest extent permitted by law, be indemnified and held harmless by the Company with respect to any such action or determination.

(e) Participants in Non-U.S. Jurisdictions. Notwithstanding any provision of the Plan to the contrary, to comply with applicable laws in countries other than the United States in which the Company or any of its Affiliates operates or has employees, directors or other service providers from time to time, or to ensure that the Company complies with any applicable requirements of foreign securities exchanges, the Committee, in its sole discretion, shall have the power and authority to: (i) determine which of the Company’s Affiliates shall be covered by the Plan; (ii) determine which Eligible Persons outside the United States are eligible to participate in the Plan; (iii) modify the terms and conditions of any Award granted to Eligible Persons outside the United States to comply with applicable foreign laws or listing requirements of any foreign exchange; (iv) establish sub-plans and modify exercise procedures and other terms and procedures, to the extent such actions may be necessary or advisable (any such sub-plans and/or modifications shall be attached to the Plan as appendices), provided, however, that no such sub-plans and/or modifications shall increase the share limitations contained in Section 4(a); and (v) take any action, before or after an Award is granted, that it deems advisable to comply with any applicable governmental regulatory exemptions or approval or listing requirements of any such foreign securities exchange. For purposes of the Plan, all references to foreign laws, rules, regulations or taxes shall be references to the laws, rules, regulations and taxes of any applicable jurisdiction other than the United States or a political subdivision thereof.

4. Stock Subject to Plan.

(a) Number of Shares Available for Delivery. Subject to adjustment in a manner consistent with Section 8, [·] shares of Stock are reserved and available for delivery with respect to Awards, and such total shall be available for the issuance of shares upon the exercise of ISOs.

(b) Application of Limitation to Grants of Awards. Subject to Section 4(c), no Award may be granted if the number of shares of Stock that may be delivered in connection with such Award exceeds the number of shares of Stock remaining available under the Plan minus the number of shares of Stock issuable in settlement of or relating to then-outstanding Awards. The Committee may adopt reasonable counting procedures to ensure appropriate counting, avoid double counting (as, for example, in the case of tandem or Substitute Awards) and make adjustments if the number of shares of Stock actually delivered differs from the number of shares previously counted in connection with an Award.

(c) Availability of Shares Not Delivered under Awards. If all or any portion of an Award expires or is cancelled, forfeited, exchanged, settled in cash or otherwise terminated, the shares of Stock subject to such Award (including (i) shares forfeited with respect to Restricted Stock, and (ii) the number of shares withheld or surrendered to the Company in payment of any exercise or purchase price of an Award or taxes relating to Awards) shall not be considered “delivered shares” under the Plan, shall be available for delivery with respect to Awards, and shall no longer be considered issuable or related to outstanding Awards for purposes of Section 4(b), except that if any such shares could not again be available for Awards granted to a particular Participant under any applicable law or regulation, such shares shall be available exclusively for Awards to Participants who are not subject to such limitation. If an Award may be settled only in cash, such Award need not be counted against any share limit under this Section 4, but will remain subject to the limitations in Section 5 to the extent required to preserve the status of any Award intended to be a Section 162(m) Award.

(d) Stock Offered. The shares of Stock to be delivered under the Plan shall be made available from (i) authorized but unissued shares of Stock, (ii) Stock held in the treasury of the Company, or (iii) previously issued shares of Stock reacquired by the Company, including shares purchased on the open market.

5. Eligibility; Per Person Award Limitations.

(a) Awards may be granted under the Plan only to Eligible Persons.

(b) Beginning with the calendar year in which the Transition Period expires and for each calendar year thereafter, a Covered Employee may not be granted Awards intended to be Section 162(m) Awards (i) to the extent such Award is based on a number of shares of Stock (including Awards that may be settled in either cash or shares of Stock) relating to more than [·] shares of Stock, subject to adjustment in a manner consistent with any adjustment made pursuant to Section 8, and (ii) to the extent such Award is designated to be paid only in cash and is not based on a number of shares of Stock, having a maximum value determined on the date of grant in excess of $[·], in each case multiplied by the number of full or partial fiscal or calendar years, as applicable, in any performance period established with respect to an Award, if applicable, up to a maximum of five fiscal or calendar years. If an Award is cancelled, then the cancelled Award shall continue to be counted toward the applicable limitation in this paragraph to the extent required by Section 162(m).

(c) In each calendar year during any part of which the Plan is in effect, a non-employee member of the Board may not be granted Awards (i) relating to more than [ ]

shares of Stock, subject to adjustment in a manner consistent with any adjustment made pursuant to Section 8, or (ii) if greater, Awards having a value (determined, if applicable, pursuant to ASC Topic 718) on the date of grant in excess of $[ ], in each case multiplied by the number of full or partial calendar years in any performance period established with respect to an Award, if applicable; provided, that, for the calendar year in which a non-employee member of the Board first commences service on the Board only, the foregoing limitations shall be [doubled]; provided, further that, the limits set forth in this Section 5(c) shall be without regard to grants of Awards, if any, made to a non-employee member of the Board during any period in which such individual was an employee of the Company or of any of its Affiliates or was otherwise providing services to the Company or to any of its Affiliates other than in the capacity as a director of the Company.

6. Specific Terms of Awards.

(a) General. Awards may be granted on the terms and conditions set forth in this Section 6. Awards granted under the Plan may, in the discretion of the Committee, be granted either alone, in addition to, or in tandem with any other Award. In addition, the Committee may impose on any Award or the exercise thereof, at the date of grant or thereafter (subject to Section 10), such additional terms and conditions, not inconsistent with the provisions of the Plan, as the Committee shall determine.

(b) Options. The Committee is authorized to grant Options, which may be designated as either ISOs or Nonstatutory Options, to Eligible Persons on the following terms and conditions:

(i) Exercise Price. Each Award Agreement evidencing an Option shall state the exercise price per share of Stock (the “Exercise Price”) established by the Committee; provided, however, that except as provided in Section 6(j) or in Section 8, the Exercise Price of an Option shall not be less than the greater of (A) the par value per share of the Stock or (B) 100% of the Fair Market Value per share of the Stock as of the date of grant of the Option (or in the case of an ISO granted to an individual who owns stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or its parent or any of its subsidiaries, 110% of the Fair Market Value per share of the Stock on the date of grant). Notwithstanding the foregoing, the Exercise Price of a Nonstatutory Option may be less than 100% of the Fair Market Value per share of Stock as of the date of grant of the Option if the Option (1) does not provide for a deferral of compensation by reason of satisfying the short-term deferral exception set forth in the Nonqualified Deferred Compensation Rules or (2) provides for a deferral of compensation and is compliant with the Nonqualified Deferred Compensation Rules.

(ii) Time and Method of Exercise; Other Terms. The Committee shall determine the methods by which the Exercise Price may be paid or deemed to be paid, the form of such payment, including cash or cash equivalents, Stock (including previously owned shares or through a cashless exercise, i.e., “net settlement”, a broker-assisted exercise, or other reduction of the amount of shares otherwise issuable pursuant to the Option), other Awards or awards granted under other plans of the Company or any Affiliate, other property, or any other legal consideration the Committee deems appropriate (including notes or other contractual

obligations of Participants to make payment on a deferred basis), the methods by or forms in which Stock will be delivered or deemed to be delivered to Participants, including the delivery of Restricted Stock subject to Section 6(d), and any other terms and conditions of any Option. In the case of an exercise whereby the Exercise Price is paid with Stock, such Stock shall be valued based on the Stock’s Fair Market Value as of the date of exercise. No Option may be exercisable for a period of more than ten years following the date of grant of the Option (or in the case of an ISO granted to an individual who owns stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or its parent or any of its subsidiaries, for a period of more than five years following the date of grant of the ISO).

(iii) ISOs. The terms of any ISO granted under the Plan shall comply in all respects with the provisions of Section 422 of the Code. ISOs may only be granted to Eligible Persons who are employees of the Company or employees of a parent or any subsidiary corporation of the Company. Except as otherwise provided in Section 8, no term of the Plan relating to ISOs (including any SAR in tandem therewith) shall be interpreted, amended or altered, nor shall any discretion or authority granted under the Plan be exercised, so as to disqualify either the Plan or any ISO under Section 422 of the Code, unless the Participant has first requested the change that will result in such disqualification. ISOs shall not be granted more than ten years after the earlier of the adoption of the Plan or the approval of the Plan by the Company’s stockholders. Notwithstanding the foregoing, to the extent that the aggregate Fair Market Value of shares of Stock subject to an ISO and the aggregate Fair Market Value of shares of stock of any parent or subsidiary corporation (within the meaning of Sections 424(e) and (f) of the Code) subject to any other incentive stock options of the Company or a parent or subsidiary corporation (within the meaning of Sections 424(e) and (f) of the Code) that are exercisable for the first time by a Participant during any calendar year exceeds $100,000, or such other amount as may be prescribed under Section 422 of the Code, such excess shall be treated as Nonstatutory Options in accordance with the Code. As used in the previous sentence, Fair Market Value shall be determined as of the date the ISO is granted. If a Participant shall make any disposition of shares of Stock issued pursuant to an ISO under the circumstances described in Section 421(b) of the Code (relating to disqualifying dispositions), the Participant shall notify the Company of such disposition within the time provided to do so in the applicable award agreement.

(i) Right to Payment. An SAR is a right to receive, upon exercise thereof, the excess of (A) the Fair Market Value of one share of Stock on the date of exercise over (B) the grant price of the SAR as determined by the Committee.

(ii) Grant Price. Each Award Agreement evidencing an SAR shall state the grant price per share of Stock established by the Committee; provided, however, that except as provided in Section 6(j) or in Section 8, the grant price per share of Stock subject to an SAR shall not be less than the greater of (A) the par value per share of the Stock or (B) 100% of the Fair Market Value per share of the Stock as of the date of grant of the SAR. Notwithstanding the foregoing, the grant price of an SAR may be less than 100% of the Fair Market Value per share of Stock subject to an SAR as of the date of grant of the SAR if the SAR (1) does not provide for a deferral of compensation by reason of satisfying the short-term deferral exception set forth in

the Nonqualified Deferred Compensation Rules or (2) provides for a deferral of compensation and is compliant with the Nonqualified Deferred Compensation Rules.

(iii) Method of Exercise and Settlement; Other Terms. The Committee shall determine the form of consideration payable upon settlement, the method by or forms in which Stock (if any) will be delivered or deemed to be delivered to Participants, and any other terms and conditions of any SAR. SARs may be either free-standing or granted in tandem with other Awards. No SAR may be exercisable for a period of more than ten years following the date of grant of the SAR.

(iv) Rights Related to Options. An SAR granted in connection with an Option shall entitle a Participant, upon exercise, to surrender that Option or any portion thereof, to the extent unexercised, and to receive payment of an amount determined by multiplying (A) the difference obtained by subtracting the Exercise Price with respect to a share of Stock specified in the related Option from the Fair Market Value of a share of Stock on the date of exercise of the SAR, by (B) the number of shares as to which that SAR has been exercised. The Option shall then cease to be exercisable to the extent surrendered. SARs granted in connection with an Option shall be subject to the terms and conditions of the Award Agreement governing the Option, which shall provide that the SAR is exercisable only at such time or times and only to the extent that the related Option is exercisable and shall not be transferable except to the extent that the related Option is transferrable.

(d) Restricted Stock. The Committee is authorized to grant Restricted Stock to Eligible Persons on the following terms and conditions:

(i) Restrictions. Restricted Stock shall be subject to such restrictions on transferability, risk of forfeiture and other restrictions, if any, as the Committee may impose. Except as provided in Section 7(a)(iii) and Section 7(a)(iv), during the restricted period applicable to the Restricted Stock, the Restricted Stock may not be sold, transferred, pledged, hedged, hypothecated, margined or otherwise encumbered by the Participant.

(ii) Dividends and Splits. As a condition to the grant of an Award of Restricted Stock, the Committee may allow a Participant to elect, or may require, that any cash dividends paid on a share of Restricted Stock be automatically reinvested in additional shares of Restricted Stock, applied to the purchase of additional Awards or deferred without interest to the date of vesting of the associated Award of Restricted Stock. Unless otherwise determined by the Committee and specified in the applicable Award Agreement, Stock distributed in connection with a Stock split or Stock dividend, and other property (other than cash) distributed as a dividend, shall be subject to restrictions and a risk of forfeiture to the same extent as the Restricted Stock with respect to which such Stock or other property has been distributed.

(e) Restricted Stock Units. The Committee is authorized to grant Restricted Stock Units to Eligible Persons on the following terms and conditions:

(i) Award and Restrictions. Restricted Stock Units shall be subject to such restrictions (which may include a risk of forfeiture) as the Committee may impose.

(ii) Settlement. Settlement of vested Restricted Stock Units shall occur upon vesting or upon expiration of the deferral period specified for such Restricted Stock Units by the Committee (or, if permitted by the Committee, as elected by the Participant). Restricted Stock Units shall be settled by delivery of (A) a number of shares of Stock equal to the number of Restricted Stock Units for which settlement is due, or (B) cash in an amount equal to the Fair Market Value of the specified number of shares of Stock equal to the number of Restricted Stock Units for which settlement is due, or a combination thereof, as determined by the Committee at the date of grant or thereafter.

(f) Stock Awards. The Committee is authorized to grant Stock Awards to Eligible Persons as a bonus, as additional compensation, or in lieu of cash compensation any such Eligible Person is otherwise entitled to receive, in such amounts and subject to such other terms as the Committee in its discretion determines to be appropriate.

(g) Dividend Equivalents. The Committee is authorized to grant Dividend Equivalents to Eligible Persons, entitling any such Eligible Person to receive cash, Stock, other Awards, or other property equal in value to dividends or other distributions paid with respect to a specified number of shares of Stock. Dividend Equivalents may be awarded on a free-standing basis or in connection with another Award (other than an Award of Restricted Stock or a Stock Award). The Committee may provide that Dividend Equivalents shall be paid or distributed when accrued or at a later specified date and, if distributed at a later date, may be deemed to have been reinvested in additional Stock, Awards, or other investment vehicles or accrued in a bookkeeping account without interest, and subject to such restrictions on transferability and risks of forfeiture, as the Committee may specify. With respect to Dividend Equivalents granted in connection with another Award, absent a contrary provision in the Award Agreement, such Dividend Equivalents shall be subject to the same restrictions and risk of forfeiture as the Award with respect to which the dividends accrue and shall not be paid unless and until such Award has vested and been earned.

(h) Other Stock-Based Awards. The Committee is authorized, subject to limitations under applicable law, to grant to Eligible Persons such other Awards that may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, Stock, as deemed by the Committee to be consistent with the purposes of the Plan, including convertible or exchangeable debt securities, other rights convertible or exchangeable into Stock, purchase rights for Stock, Awards with value and payment contingent upon performance of the Company or any other factors designated by the Committee, and Awards valued by reference to the book value of Stock or the value of securities of, or the performance of, specified Affiliates of the Company. The Committee shall determine the terms and conditions of such Other Stock-Based Awards. Stock delivered pursuant to an Other-Stock Based Award in the nature of a purchase right granted under this Section 6(h) shall be purchased for such consideration, paid for at such times, by such methods, and in such forms, including cash, Stock, other Awards, or other property, as the Committee shall determine.

(i) Cash Awards. The Committee is authorized to grant Cash Awards, on a free-standing basis or as an element of, a supplement to, or in lieu of any other Award under the Plan to Eligible Persons in such amounts and subject to such other terms as the Committee in its discretion determines to be appropriate.

(j) Substitute Awards; No Repricing. Awards may be granted in substitution or exchange for any other Award granted under the Plan or under another plan of the Company or an Affiliate or any other right of an Eligible Person to receive payment from the Company or an Affiliate. Awards may also be granted under the Plan in substitution for awards held by individuals who become Eligible Persons as a result of a merger, consolidation or acquisition of another entity or the assets of another entity by or with the Company or an Affiliate. Such Substitute Awards referred to in the immediately preceding sentence that are Options or SARs may have an exercise price that is less than the Fair Market Value of a share of Stock on the date of the substitution if such substitution complies with the Nonqualified Deferred Compensation Rules and other applicable laws and exchange rules. Except as provided in this Section 6(j) or in Section 8, without the approval of the stockholders of the Company, the terms of outstanding Awards may not be amended to (i) reduce the Exercise Price or grant price of an outstanding Option or SAR, (ii) grant a new Option, SAR or other Award in substitution for, or upon the cancellation of, any previously granted Option or SAR that has the effect of reducing the Exercise Price or grant price thereof, (iii) exchange any Option or SAR for Stock, cash or other consideration when the Exercise Price or grant price per share of Stock under such Option or SAR exceeds the Fair Market Value of a share of Stock or (iv) take any other action that would be considered a “repricing” of an Option or SAR under the applicable listing standards of the national securities exchange on which the Stock is listed (if any).

(k) Performance Awards. The Committee is authorized to designate any of the Awards granted under the foregoing provisions of this Section 6 as Performance Awards. The Committee may use such business criteria and other measures of performance as it may deem appropriate in establishing any performance goals applicable to a Performance Award, and may exercise its discretion to reduce or increase the amounts payable under any Performance Award, except as limited under Section 6(k)(i). Performance goals may differ among Performance Awards granted to any one Participant or to different Participants. The performance period applicable to any Performance Award shall be set by the Committee in its discretion but shall not exceed ten years.

(i) Section 162(m) Awards. If the Committee determines in its discretion that a Performance Award granted to a Covered Employee shall be designated as a Section 162(m) Award, the grant, exercise, vesting and/or settlement of such Performance Award shall be contingent upon achievement of a pre-established performance goal or goals and other terms set forth in this Section 6(k)(i); provided, however, that nothing in this Section 6(k) or elsewhere in the Plan shall be interpreted as preventing the Committee from granting Performance Awards or other Awards to Covered Employees that are not intended to constitute Section 162(m) Awards or from determining that it is no longer necessary or appropriate for a Section 162(m) Award to qualify as such.

(A) Performance Goals Generally. The performance goals for Section 162(m) Awards shall consist of one or more business criteria and a targeted level or levels of performance with respect to each of such criteria as specified by the Committee. Performance goals shall be objective and shall otherwise meet the requirements of Section 162(m), including the requirement that the level or levels of performance targeted by the Committee must be “substantially uncertain” at the time the Committee actually establishes the performance goal or goals.

(B) Business Criteria for Performance Goals. One or more of the following business criteria for the Company, on a consolidated basis, and/or for specified subsidiaries, business or geographical units or operating areas of the Company (except with respect to the total stockholder return and earnings per share criteria), shall be used by the Committee in establishing performance goals for Section 162(m) Awards: (1) revenues, sales or other income; (2) cash flow, discretionary cash flow, cash flows from operations, cash flows from investing activities, and/or cash flows from financing activities; (3) return on net assets, return on assets, return on investment, return on capital, return on capital employed or return on equity; (4) income, operating income or net income; (5) earnings or earnings margin determined before or after any one or more of depletion, depreciation and amortization expense; exploration and abandonments; impairment of oil and gas properties; impairment of inventory and other property and equipment; accretion of discount on asset retirement obligations; interest expense; net gain or loss on the disposition of assets; income or loss from discontinued operations, net of tax; noncash derivative related activity; amortization of stock-based compensation; income taxes; or other items; (6) equity; net worth; tangible net worth; book capitalization; debt; debt, net of cash and cash equivalents; capital budget or other balance sheet goals; (7) debt or equity financings or improvement of financial ratings; (8) production volumes, production growth, or debt-adjusted production growth, which may be of oil, gas, natural gas liquids or any combination thereof; (9) general and administrative expenses; (10) proved reserves, reserve replacement, drillbit reserve replacement and/or reserve growth; (11) exploration/finding and/or development costs, capital expenditures, drillbit finding and development costs, operating costs (including lease operating expenses, severance taxes and other production taxes, gathering and transportation and other components of operating expenses), base operating costs, or production costs; (12) net asset value; (13) Fair Market Value of the Stock, share price, share price appreciation, total stockholder return or payments of dividends; (14) achievement of savings from business improvement projects and achievement of capital projects deliverables; (15) working capital or working capital changes; (16) operating profit or net operating profit; (17) internal research or development programs; (18) geographic business expansion; (19) corporate development (including licenses, innovation, research or establishment of third party collaborations); (20) performance against environmental, ethics or sustainability targets; (21) safety performance and/or incident rate; (22) human resources management targets, including medical cost reductions, employee satisfaction or retention, workforce diversity and time to hire; (23) satisfactory internal or external audits; (24) consummation, implementation or completion of a Change in Control or other strategic partnerships, transactions, projects, processes or initiatives or other goals relating to acquisitions or divestitures (in whole or in part), joint ventures or strategic alliances; (25) regulatory approvals or other regulatory milestones; (26) legal compliance or risk reduction; (27) drilling results; (28) market share; (29) economic value added; or (30) cost reduction targets. Any of the above goals may be determined pre-tax or post-tax, on an absolute or relative basis, as compared to the performance of a published or special index deemed applicable by the Committee including the Standard & Poor’s 500 Stock Index or a group of comparable companies, as a ratio with other business criteria, as a ratio over a period of time or on a per unit of measure (such as per day, or per barrel, a volume or thermal unit of gas or a barrel-of-oil equivalent), on a per-share basis (basic or diluted), and on a basis of continuing operations only. The terms above may, but shall not be required to be, used as applied under generally accepted accounting principles, as applicable.

(C) Effect of Certain Events. The Committee may, at the time the performance goals in respect of a Section 162(m) Award are established, provide for the manner in which actual performance and performance goals with regard to the business criteria selected will reflect the impact of specified events or occurrences during the relevant performance period, which may mean excluding the impact of one or more events or occurrences, as specified by the Committee, for such performance period so long such events are objectively determinable. The adjustments described in this paragraph shall only be made, in each case, to the extent that such adjustments in respect of a Section 162(m) Award would not cause the Section 162(m) Award to fail to qualify as “performance-based compensation” under Section 162(m).

(D) Timing for Establishing Performance Goals. No later than 90 days after the beginning of any performance period applicable to a Section 162(m) Award, or at such other date as may be required or permitted for “performance-based compensation” under Section 162(m), the Committee shall establish (i) the Eligible Persons who will be granted Section 162(m) Awards, and (ii) the objective formula used to calculate the amount of cash or Stock payable, if any, under such Section 162(m) Awards, based upon the level of achievement of a performance goal or goals with respect to one or more of the business criteria selected by the Committee from the list set forth in Section 6(k)(i)(B) and, if desired, the effect of any events set forth in Section 6(k)(i)(C).

(E) Performance Award Pool. The Committee may establish an unfunded pool, with the amount of such pool calculated using an objective formula based upon the level of achievement of one or more performance goals with respect to business criteria selected from the list set forth in Section 6(k)(i)(B) during the given performance period, as specified by the Committee in accordance with Section 6(k)(i)(D). The Committee may specify the amount of the pool as a percentage of any of such business criteria, a percentage in excess of a threshold amount with respect to such business criteria, or as another amount which need not bear a direct relationship to such business criteria but shall be objectively determinable and calculated based upon the level of achievement of pre-established goals with regard to the business criteria. If a pool is established, the Committee shall also establish the maximum amount payable to each Covered Employee from the pool for each performance period.

(F) Settlement or Payout of Awards; Other Terms. Except as otherwise permitted under Section 162(m), after the end of each performance period and before any Section 162(m) Award is settled or paid, the Committee shall certify the level of performance achieved with regard to each business criteria established with respect to each Section 162(m) Award and shall determine the amount of cash or Stock, if any, payable to each Participant with respect to each Section 162(m) Award. The Committee may, in its discretion, reduce the amount of a payment or settlement otherwise to be made in connection with a Section 162(m) Award, but may not exercise discretion to increase any such amount.

(G) Written Determinations. With respect to each Section 162(m) Award, all determinations by the Committee as to (1) the establishment of performance goals and performance period with respect to the selected business criteria, (2) the establishment of the objective formula used to calculate the amount of cash or Stock payable, if any, based on the level of achievement of such performance goals, and (3) the certification of the level of

performance achieved during the performance period with regard to each business criteria selected, shall each be made in writing.

(H) Options and SARs. Notwithstanding the foregoing provisions of this Section 6(k)(i), Options and SARs with an Exercise Price or grant price not less than the Fair Market Value on the date of grant awarded to Covered Employees are intended to be Section 162(m) Awards even if not otherwise contingent upon achievement of one or more pre-established performance goal or goals with respect to business criteria set forth in Section 6(k)(i)(B).

(ii) Status of Section 162(m) Awards. The terms governing Section 162(m) Awards shall be interpreted in a manner consistent with Section 162(m), in particular the prerequisites for qualification as “performance-based compensation,” and, if any provision of the Plan as in effect on the date of adoption of any Award Agreement relating to a Section 162(m) Award does not comply or is inconsistent with the requirements of Section 162(m), such provision shall be construed or deemed amended to the extent necessary to conform to such requirements. Notwithstanding anything to the contrary in Section 6(k)(i) or elsewhere in the Plan, the Company intends to rely on the transition relief set forth in Treasury Regulation § 1.162-27(f), which may be relied upon until the earliest to occur of (i) the material modification of the Plan within the meaning of Treasury Regulation § 1.162-27(h)(1)(iii); (ii) the delivery of the total number of shares of Stock set forth in Section 4(a); or (iii) the first meeting of stockholders of the Company at which directors are to be elected that occurs after December 31, 2020 (the “Transition Period”), and during the Transition Period, Awards granted to Covered Employees under the Plan shall only be required to comply with the transition relief described in Treasury Regulation § 1.162-27(f).

7. Certain Provisions Applicable to Awards.

(a) Limit on Transfer of Awards.

(i) Except as provided in Sections 7(a)(iii) and (iv), each Option and SAR shall be exercisable only by the Participant during the Participant’s lifetime, or by the person to whom the Participant’s rights shall pass by will or the laws of descent and distribution. Notwithstanding anything to the contrary in this Section 7(a), an ISO shall not be transferable other than by will or the laws of descent and distribution.

(ii) Except as provided in Sections 7(a)(i), (iii) and (iv), no Award, other than a Stock Award, and no right under any such Award, may be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by a Participant and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company or any Affiliate.

(iii) To the extent specifically provided by the Committee, an Award may be transferred by a Participant without consideration to immediate family members or related family trusts, limited partnerships or similar entities or on such terms and conditions as the Committee may from time to time establish.

(iv) An Award may be transferred pursuant to a domestic relations order entered or approved by a court of competent jurisdiction upon delivery to the Company of a written request for such transfer and a certified copy of such order.

(b) Form and Timing of Payment under Awards; Deferrals. Subject to the terms of the Plan and any applicable Award Agreement, payments to be made by the Company or any of its Affiliates upon the exercise or settlement of an Award may be made in such forms as the Committee shall determine in its discretion, including cash, Stock, other Awards or other property, and may be made in a single payment or transfer, in installments, or on a deferred basis (which may be required by the Committee or permitted at the election of the Participant on terms and conditions established by the Committee); provided, however, that any such deferred or installment payments will be set forth in the Award Agreement. Payments may include, without limitation, provisions for the payment or crediting of reasonable interest on installment or deferred payments or the grant or crediting of Dividend Equivalents or other amounts in respect of installment or deferred payments denominated in Stock.

(c) Evidencing Stock. The Stock or other securities of the Company delivered pursuant to an Award may be evidenced in any manner deemed appropriate by the Committee in its sole discretion, including in the form of a certificate issued in the name of the Participant or by book entry, electronic or otherwise, and shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the Plan or the rules, regulations, and other requirements of the SEC, any stock exchange upon which such Stock or other securities are then listed, and any applicable federal, state or other laws, and the Committee may cause a legend or legends to be inscribed on any such certificates to make appropriate reference to such restrictions. Further, if certificates representing Restricted Stock are registered in the name of the Participant, the Company may retain physical possession of the certificates and may require that the Participant deliver a stock power to the Company, endorsed in blank, related to the Restricted Stock.

(d) Consideration for Grants. Awards may be granted for such consideration, including services, as the Committee shall determine, but shall not be granted for less than the minimum lawful consideration.

(e) Additional Agreements. Each Eligible Person to whom an Award is granted under the Plan may be required to agree in writing, as a condition to the grant of such Award or otherwise, to subject an Award that is exercised or settled following such Eligible Person’s termination of employment or service to a general release of claims and/or a noncompetition or other restricted covenant agreement in favor of the Company and its Affiliates, with the terms and conditions of such agreement(s) to be determined in good faith by the Committee.

8. Subdivision or Consolidation; Recapitalization; Change in Control; Reorganization.

(a) Existence of Plans and Awards. The existence of the Plan and the Awards granted hereunder shall not affect in any way the right or power of the Company, the Board or the stockholders of the Company to make or authorize any adjustment, recapitalization,

reorganization or other change in the Company’s capital structure or its business, any merger or consolidation of the Company, any issue of debt or equity securities ahead of or affecting Stock or the rights thereof, the dissolution or liquidation of the Company or any sale, lease, exchange or other disposition of all or any part of its assets or business or any other corporate act or proceeding.

(b) Additional Issuances. Except as expressly provided herein, the issuance by the Company of shares of stock of any class, including upon conversion of shares or obligations of the Company convertible into such shares or other securities, and in any case whether or not for fair value, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number of shares of Stock subject to Awards theretofore granted or the purchase price per share of Stock, if applicable.

(c) Subdivision or Consolidation of Shares. The terms of an Award and the share limitations under the Plan shall be subject to adjustment by the Committee from time to time, in accordance with the following provisions:

(i) If at any time, or from time to time, the Company shall subdivide as a whole (by reclassification, by a Stock split, by the issuance of a distribution on Stock payable in Stock, or otherwise) the number of shares of Stock then outstanding into a greater number of shares of Stock or in the event the Company distributes an extraordinary cash dividend, then, as appropriate (A) the maximum number of shares of Stock available for delivery with respect to Awards and applicable limitations with respect to Awards provided in Section 4 and Section 5 (other than cash limits) shall be increased proportionately, and the kind of shares or other securities available for the Plan shall be appropriately adjusted, (B) the number of shares of Stock (or other kind of shares or securities) that may be acquired under any then outstanding Award shall be increased proportionately, and (C) the price (including the Exercise Price or grant price) for each share of Stock (or other kind of shares or securities) subject to then outstanding Awards shall be reduced proportionately, without changing the aggregate purchase price or value as to which outstanding Awards remain exercisable or subject to restrictions; provided, however, that in the case of an extraordinary cash dividend that is not an Adjustment Event, the adjustment to the number of shares of Stock and the Exercise Price or grant price, as applicable, with respect to an outstanding Option or SAR may be made in such other manner as the Committee may determine that is permitted pursuant to applicable tax and other laws, rules and regulations.

(ii) If at any time, or from time to time, the Company shall consolidate as a whole (by reclassification, by reverse Stock split, or otherwise) the number of shares of Stock then outstanding into a lesser number of shares of Stock, then, as appropriate (A) the maximum number of shares of Stock available for delivery with respect to Awards and applicable limitations with respect to Awards provided in Section 4 and Section 5 (other than cash limits) shall be decreased proportionately, and the kind of shares or other securities available for the Plan shall be appropriately adjusted, (B) the number of shares of Stock (or other kind of shares or securities) that may be acquired under any then outstanding Award shall be decreased proportionately, and (C) the price (including the Exercise Price or grant price) for each share of Stock (or other kind of shares or securities) subject to then outstanding Awards shall be increased proportionately, without changing the aggregate purchase price or value as to which outstanding Awards remain exercisable or subject to restrictions.

(d) Recapitalization. In the event of any change in the capital structure or business of the Company or other corporate transaction or event that would be considered an “equity restructuring” within the meaning of ASC Topic 718 and, in each case, that would result in an additional compensation expense to the Company pursuant to the provisions of ASC Topic 718, if adjustments to Awards with respect to such event were discretionary or otherwise not required (each such an event, an “Adjustment Event”), then the Committee shall equitably adjust (i) the aggregate number or kind of shares that thereafter may be delivered under the Plan, (ii) the number or kind of shares or other property (including cash) subject to an Award, (iii) the terms and conditions of Awards, including the purchase price or Exercise Price of Awards and performance goals, as applicable, and (iv) the applicable limitations with respect to Awards provided in Section 4 and Section 5 (other than cash limits) to equitably reflect such Adjustment Event (“Equitable Adjustments”). In the event of any change in the capital structure or business of the Company or other corporate transaction or event that would not be considered an Adjustment Event, and is not otherwise addressed in this Section 8, the Committee shall have complete discretion to make Equitable Adjustments (if any) in such manner as it deems appropriate with respect to such other event.

(e) Change in Control and Other Events. Except to the extent otherwise provided in any applicable Award Agreement, vesting of any Award shall not occur solely upon the occurrence of a Change in Control and, in the event of a Change in Control or other changes in the Company or the outstanding Stock by reason of a recapitalization, reorganization, merger, consolidation, combination, exchange or other relevant change occurring after the date of the grant of any Award, the Committee, acting in its sole discretion without the consent or approval of any holder, may exercise any power enumerated in Section 3 (including the power to accelerate vesting, waive any forfeiture conditions or otherwise modify or adjust any other condition or limitation regarding an Award) and may also effect one or more of the following alternatives, which may vary among individual holders and which may vary among Awards held by any individual holder:

(i) accelerate the time of exercisability of an Award so that such Award may be exercised in full or in part for a limited period of time on or before a date specified by the Committee, after which specified date all unexercised Awards and all rights of holders thereunder shall terminate;

(ii) redeem in whole or in part outstanding Awards by requiring the mandatory surrender to the Company by selected holders of some or all of the outstanding Awards held by such holders (irrespective of whether such Awards are then vested or exercisable) as of a date, specified by the Committee, in which event the Committee shall thereupon cancel such Awards and pay to each holder an amount of cash or other consideration per Award (other than a Dividend Equivalent or Cash Award, which the Committee may separately require to be surrendered in exchange for cash or other consideration determined by the Committee in its discretion) equal to the Change in Control Price, less the Exercise Price with respect to an Option and less the grant price with respect to a SAR, as applicable to such Awards; provided, however, that to the extent the Exercise Price of an Option or the grant price of an SAR exceeds the Change in Control Price, such Award may be cancelled for no consideration;

(iii) cancel Awards that remain subject to a restricted period as of the date of a Change in Control or other such event without payment of any consideration to the Participant for such Awards; or

(iv) make such adjustments to Awards then outstanding as the Committee deems appropriate to reflect such Change in Control or other such event (including the substitution, assumption, or continuation of Awards by the successor company or a parent or subsidiary thereof);

provided, however, that so long as the event is not an Adjustment Event, the Committee may determine in its sole discretion that no adjustment is necessary to Awards then outstanding. If an Adjustment Event occurs, this Section 8(e) shall only apply to the extent it is not in conflict with Section 8(d).

9. General Provisions.

(a) Tax Withholding. The Company and any of its Affiliates are authorized to withhold from any Award granted, or any payment relating to an Award, including from a distribution of Stock, taxes due or potentially payable in connection with any transaction involving an Award, and to take such other action as the Committee may deem advisable to enable the Company, its Affiliates and Participants to satisfy the payment of withholding taxes and other tax obligations relating to any Award in such amounts as may be determined by the Committee. The Committee shall determine, in its sole discretion, the form of payment acceptable for such tax withholding obligations, including the delivery of cash or cash equivalents, Stock (including previously owned shares, net settlement, a broker-assisted sale, or other cashless withholding or reduction of the amount of shares otherwise issuable or delivered pursuant to the Award), other property, or any other legal consideration the Committee deems appropriate. Any determination made by the Committee to allow a Participant who is subject to Rule 16b-3 to pay taxes with shares of Stock through net settlement or previously owned shares shall be approved by either a committee made up of solely two or more Qualified Members or the full Board. If such tax withholding amounts are satisfied through net settlement or previously owned shares, the maximum number of shares of Stock that may be so withheld or surrendered shall be the number of shares of Stock that have an aggregate Fair Market Value on the date of withholding or surrender equal to the aggregate amount of such tax liabilities determined based on the greatest withholding rates for federal, state, foreign and/or local tax purposes, including payroll taxes, that may be utilized without creating adverse accounting treatment for the Company with respect to such Award, as determined by the Committee.

(b) Limitation on Rights Conferred under Plan. Neither the Plan nor any action taken hereunder shall be construed as (i) giving any Eligible Person or Participant the right to continue as an Eligible Person or Participant or in the employ or service of the Company or any of its Affiliates, (ii) interfering in any way with the right of the Company or any of its Affiliates to terminate any Eligible Person’s or Participant’s employment or service relationship at any time, (iii) giving an Eligible Person or Participant any claim to be granted any Award under the Plan or to be treated uniformly with other Participants and/or employees and/or other service providers, or (iv) conferring on a Participant any of the rights of a stockholder of the

Company unless and until the Participant is duly issued or transferred shares of Stock in accordance with the terms of an Award.

(c) Governing Law; Submission to Jurisdiction. All questions arising with respect to the provisions of the Plan and Awards shall be determined by application of the laws of the State of Delaware, without giving effect to any conflict of law provisions thereof, except to the extent Delaware law is preempted by federal law. The obligation of the Company to sell and deliver Stock hereunder is subject to applicable federal and state laws and to the approval of any governmental authority required in connection with the authorization, issuance, sale, or delivery of such Stock. With respect to any claim or dispute related to or arising under the Plan, the Company and each Participant who accepts an Award hereby consent to the exclusive jurisdiction, forum and venue of the state and federal courts located in [·].

(d) Severability and Reformation. If any provision of the Plan or any Award is or becomes or is deemed to be invalid, illegal, or unenforceable in any jurisdiction or as to any person or Award, or would disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to the applicable law or, if it cannot be construed or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan or the Award, such provision shall be stricken as to such jurisdiction, person or Award and the remainder of the Plan and any such Award shall remain in full force and effect. If any of the terms or provisions of the Plan or any Award Agreement conflict with the requirements of Rule 16b-3 (as those terms or provisions are applied to Eligible Persons who are subject to Section 16 of the Exchange Act), Section 162(m) (with respect to any Section 162(m) Award) or Section 422 of the Code (with respect to ISOs), then those conflicting terms or provisions shall be deemed inoperative to the extent they so conflict with the requirements of Rule 16b-3 or Section 162(m) (unless the Board or the Committee, as appropriate, has expressly determined that the Plan or such Award should not comply with Rule 16b-3 or Section 162(m)) or Section 422 of the Code, in each case, only to the extent Rule 16b-3 and such sections of the Code are applicable. With respect to ISOs, if the Plan does not contain any provision required to be included herein under Section 422 of the Code, that provision shall be deemed to be incorporated herein with the same force and effect as if that provision had been set out at length herein; provided, further, that, to the extent any Option that is intended to qualify as an ISO cannot so qualify, that Option (to that extent) shall be deemed a Nonstatutory Option for all purposes of the Plan.

(e) Unfunded Status of Awards; No Trust or Fund Created. The Plan is intended to constitute an “unfunded” plan for certain incentive awards. Neither the Plan nor any Award shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company or any Affiliate and a Participant or any other person. To the extent that any person acquires a right to receive payments from the Company or any Affiliate pursuant to an Award, such right shall be no greater than the right of any general unsecured creditor of the Company or such Affiliate.

(f) Nonexclusivity of the Plan. Neither the adoption of the Plan by the Board nor its submission to the stockholders of the Company for approval shall be construed as creating any limitations on the power of the Board or a committee thereof to adopt such other incentive arrangements as it may deem desirable, including incentive arrangements and awards which do

not constitute “performance-based compensation” under Section 162(m). Nothing contained in the Plan shall be construed to prevent the Company or any of its Affiliates from taking any corporate action which is deemed by the Company or such Affiliate to be appropriate or in its best interest, whether or not such action would have an adverse effect on the Plan or any Award made under the Plan. No employee, beneficiary or other person shall have any claim against the Company or any of its Affiliates as a result of any such action.

(g) Fractional Shares. No fractional shares of Stock shall be issued or delivered pursuant to the Plan or any Award, and the Committee shall determine in its sole discretion whether cash, other securities, or other property shall be paid or transferred in lieu of any fractional shares of Stock or whether such fractional shares of Stock or any rights thereto shall be cancelled, terminated, or otherwise eliminated with or without consideration.

(h) Interpretation. Headings are given to the Sections and subsections of the Plan solely as a convenience to facilitate reference. Such headings shall not be deemed in any way material or relevant to the construction or interpretation of the Plan or any provision thereof. Words in the masculine gender shall include the feminine gender, and, where appropriate, the plural shall include the singular and the singular shall include the plural. In the event of any conflict between the terms and conditions of an Award Agreement and the Plan, the provisions of the Plan shall control. The use herein of the word “including” following any general statement, term or matter shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation”, “but not limited to”, or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that could reasonably fall within the broadest possible scope of such general statement, term or matter. References herein to any agreement, instrument or other document means such agreement, instrument or other document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof and not prohibited by the Plan.

(i) Facility of Payment. Any amounts payable hereunder to any individual under legal disability or who, in the judgment of the Committee, is unable to manage properly his financial affairs, may be paid to the legal representative of such individual, or may be applied for the benefit of such individual in any manner that the Committee may select, and the Company shall be relieved of any further liability for payment of such amounts.

(j) Conditions to Delivery of Stock. Nothing herein or in any Award Agreement shall require the Company to issue any shares with respect to any Award if that issuance would, in the opinion of counsel for the Company, constitute a violation of the Securities Act, any other applicable statute or regulation, or the rules of any applicable securities exchange or securities association, as then in effect. In addition, each Participant who receives an Award under the Plan shall not sell or otherwise dispose of Stock that is acquired upon grant, exercise or vesting of an Award in any manner that would constitute a violation of any applicable federal or state securities laws, the Plan or the rules, regulations or other requirements of the SEC or any stock exchange upon which the Stock is then listed. At the time of any exercise of an Option or SAR, or at the time of any grant of any other Award, the Company may, as a condition precedent to the exercise of such Option or SAR or settlement of any other Award, require from

the Participant (or in the event of his or her death, his or her legal representatives, heirs, legatees, or distributees) such written representations, if any, concerning the holder’s intentions with regard to the retention or disposition of the shares of Stock being acquired pursuant to the Award and such written covenants and agreements, if any, as to the manner of disposal of such shares as, in the opinion of counsel to the Company, may be necessary to ensure that any disposition by that holder (or in the event of the holder’s death, his or her legal representatives, heirs, legatees, or distributees) will not involve a violation of the Securities Act, any other applicable state or federal statute or regulation, or any rule of any applicable securities exchange or securities association, as then in effect. Stock or other securities shall not be delivered pursuant to any Award until payment in full of any amount required to be paid pursuant to the Plan or the applicable Award Agreement (including any Exercise Price, grant price, or tax withholding) is received by the Company.

(k) Section 409A of the Code. It is the general intention, but not the obligation, of the Committee to design Awards to comply with or to be exempt from the Nonqualified Deferred Compensation Rules, and Awards will be operated and construed accordingly. Neither this Section 9(k) nor any other provision of the Plan is or contains a representation to any Participant regarding the tax consequences of the grant, vesting, exercise, settlement, or sale of any Award (or the Stock underlying such Award) granted hereunder, and should not be interpreted as such. In no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Participant on account of non-compliance with the Nonqualified Deferred Compensation Rules. Notwithstanding any provision in the Plan or an Award Agreement to the contrary, in the event that a “specified employee” (as defined under the Nonqualified Deferred Compensation Rules) becomes entitled to a payment under an Award that would be subject to additional taxes and interest under the Nonqualified Deferred Compensation Rules if the Participant’s receipt of such payment or benefits is not delayed until the earlier of (i) the date of the Participant’s death, or (ii) the date that is six months after the Participant’s “separation from service,” as defined under the Nonqualified Deferred Compensation Rules (such date, the “Section 409A Payment Date”), then such payment or benefit shall not be provided to the Participant until the Section 409A Payment Date. Any amounts subject to the preceding sentence that would otherwise be payable prior to the Section 409A Payment Date will be aggregated and paid in a lump sum without interest on the Section 409A Payment Date. The applicable provisions of the Nonqualified Deferred Compensation Rules are hereby incorporated by reference and shall control over any Plan or Award Agreement provision in conflict therewith.

(l) Clawback. The Plan and all Awards granted hereunder are subject to any written clawback policies that the Company, with the approval of the Board or an authorized committee thereof, may adopt either prior to or following the Effective Date, including any policy adopted to conform to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and rules promulgated thereunder by the SEC and that the Company determines should apply to Awards. Any such policy may subject a Participant’s Awards and amounts paid or realized with respect to Awards to reduction, cancelation, forfeiture or recoupment if certain specified events or wrongful conduct occur, including an accounting restatement due to the Company’s material noncompliance with financial reporting regulations or other events or wrongful conduct specified in any such clawback policy.

(m) Status under ERISA. The Plan shall not constitute an “employee benefit plan” for purposes of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended.

(n) Plan Effective Date and Term. The Plan was adopted by the Board to be effective on the Effective Date. No Awards may be granted under the Plan on and after the tenth anniversary of the Effective Date, which is [•]. However, any Award granted prior to such termination (or any earlier termination pursuant to Section 10), and the authority of the Board or Committee to amend, alter, adjust, suspend, discontinue, or terminate any such Award or to waive any conditions or rights under such Award in accordance with the terms of the Plan, shall extend beyond such termination until the final disposition of such Award.

10. Amendments to the Plan and Awards. The Committee may amend, alter, suspend, discontinue or terminate any Award or Award Agreement, the Plan or the Committee’s authority to grant Awards without the consent of stockholders or Participants, except that any amendment or alteration to the Plan, including any increase in any share limitation, shall be subject to the approval of the Company’s stockholders not later than the annual meeting next following such Committee action if such stockholder approval is required by any federal or state law or regulation or the rules of any stock exchange or automated quotation system on which the Stock may then be listed or quoted, and the Committee may otherwise, in its discretion, determine to submit other changes to the Plan to stockholders for approval; provided, that, without the consent of an affected Participant, no such Committee action may materially and adversely affect the rights of such Participant under any previously granted and outstanding Award. For purposes of clarity, any adjustments made to Awards pursuant to Section 8 will be deemed not to materially and adversely affect the rights of any Participant under any previously granted and outstanding Award and therefore may be made without the consent of affected Participants.

EX-10.2 7 a2232179zex-10_2.htm EX-10.2

Exhibit 10.2

INDEMNIFICATION AGREEMENT

This Indemnification Agreement (“Agreement”) is made as of [·], 2017 by and between Ranger Energy Services, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).

RECITALS:

WHEREAS, directors, officers and other persons in service to corporations or business enterprises are subjected to expensive and time-consuming litigation relating to, among other things, matters that traditionally would have been brought only against the Company or business enterprise itself;

WHEREAS, highly competent persons have become more reluctant to serve as directors, officers or in other capacities unless they are provided with adequate protection through insurance and adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of the corporation;

WHEREAS, the Board of Directors of the Company (the “Board”) has determined that the increased difficulty in attracting and retaining such persons is detrimental to the best interests of the Company and its stockholders and that the Company should act to assure such persons that there will be increased certainty of such protection in the future;

WHEREAS, (i) the Amended and Restated Bylaws of the Company (as may be amended, the “Bylaws”) require indemnification of the officers and directors of the Company, (ii) Indemnitee may also be entitled to indemnification pursuant to the General Corporation Law of the State of Delaware (“DGCL”) and (iii) the Bylaws and the DGCL expressly provide that the indemnification provisions set forth therein are not exclusive and thereby contemplate that contracts may be entered into between the Company and members of the Board, officers and other persons with respect to indemnification;

WHEREAS, this Agreement is a supplement to and in furtherance of the Bylaws and the Amended and Restated Certificate of Incorporation of the Company (as may be amended, the “Certificate of Incorporation”) and any resolutions adopted pursuant thereto, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder; and

WHEREAS, (i) Indemnitee does not regard the protection available under the Bylaws and insurance as adequate in the present circumstances, (ii) Indemnitee may not be willing to serve or continue to serve as a director or officer of the Company without adequate protection, (iii) the Company desires Indemnitee to serve in such capacity and (iv) Indemnitee is willing to serve, continue to serve and to take on additional service for or on behalf of the Company on the condition that Indemnitee be so indemnified.

AGREEMENT:

NOW, THEREFORE, in consideration of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:

Section 1. Definitions. (a) As used in this Agreement:

“Affiliate” of any specified Person shall mean any other Person directly or indirectly controlling, controlled by or under common control with such specified Person.

“Corporate Status” describes the status of a person who is or was a director, officer, employee or agent of (i) the Company or (ii) any other corporation, limited liability company, partnership or joint venture, trust, employee benefit plan or other enterprise which such person is or was serving at the request of the Company.

“Disinterested Director” shall mean a director of the Company who is not and was not a party to the Proceeding in respect of which indemnification is sought by Indemnitee.

“Enterprise” shall mean the Company and any other corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise of which Indemnitee is or was serving at the request of the Company as a director, officer, employee, trustee, agent or fiduciary.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

“Expenses” shall mean all reasonable costs, expenses, fees and charges, including, without limitation, attorneys’ fees, document and e-discovery costs, litigation expenses, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, or otherwise participating in, a Proceeding. Expenses also shall include, without limitation, (i) expenses incurred in connection with any appeal resulting from, incurred by Indemnitee in connection with, arising out of, or in respect of or relating to, any Proceeding, including, without limitation, the premium, security for, and other costs relating to any cost bond, supersedes bond, or other appeal bond or its equivalent, (ii) for purposes of Section 12(d) hereof only, expenses incurred by Indemnitee in connection with the interpretation, enforcement or defense of Indemnitee’s rights under this Agreement, by litigation or otherwise, (iii) any federal, state, local or foreign taxes imposed on Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement and (iv) any interest, assessments or other charges in respect of the foregoing. “Expenses” shall not include “Liabilities.”

“Indemnity Obligations” shall mean all obligations of the Company to Indemnitee under this Agreement, including the Company’s obligations to provide indemnification to Indemnitee and advance Expenses to Indemnitee under this Agreement.

“Independent Counsel” shall mean a law firm of fifty (50) or more attorneys, or a member of a law firm of fifty (50) or more attorneys, that is experienced in matters of corporation law and neither presently is, nor in the past five (5) years has been, retained to represent: (i) the Company or Indemnitee in any matter material to either such party (other than with respect to matters concerning Indemnitee under this Agreement, or of other indemnitees under similar indemnification agreements), or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder; provided, however, that the term “Independent Counsel”

shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement.

“Liabilities” shall mean all claims, liabilities, damages, losses, judgments, orders, fines, penalties and other amounts payable in connection with, arising out of, or in respect of or relating to any Proceeding, including, without limitation, amounts paid in settlement in any Proceeding and all costs and expenses in complying with any judgment, order or decree issued or entered in connection with any Proceeding or any settlement agreement, stipulation or consent decree entered into or issued in settlement of any Proceeding.

“Person” shall mean any individual, corporation, partnership, limited partnership, limited liability company, trust, governmental agency or body or any other legal entity.

“Proceeding” shall mean any threatened, pending or completed action, claim, suit, arbitration, alternate dispute resolution mechanism, formal or informal hearing, inquiry or investigation, litigation, inquiry, administrative hearing or any other actual, threatened or completed judicial, administrative or arbitration proceeding (including, without limitation, any such proceeding under the Securities Act of 1933, as amended, or the Exchange Act or any other federal law, state law, statute or regulation), whether brought in the right of the Company or otherwise, and whether of a civil, criminal, administrative or investigative nature, in each case, in which Indemnitee was, is or will be, or is threatened to be, involved as a party, witness or otherwise by reason of the fact that Indemnitee is or was a director or officer of the Company, by reason of any actual or alleged action taken by Indemnitee (or a failure to take action by Indemnitee) or of any action (or inaction) on Indemnitee’s part while acting as director or officer of the Company, or by reason of the fact that Indemnitee is or was serving at the request of the Company as a director, officer, trustee, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise, in each case whether or not serving in such capacity at the time any liability or expense is incurred for which indemnification, reimbursement, or advancement can be provided under this Agreement.

“Sponsor Entities” means (i) CSL Capital Management, LLC, Ranger Energy Holdings, LLC and Torrent Energy Holdings, LLC and (ii) any of their respective Affiliates and any investment fund or other Person advised or managed by any Sponsor Entity; provided, however, that neither the Company nor any of its subsidiaries shall be considered Sponsor Entities hereunder.

(b) For the purpose hereof, references to “fines” shall include any excise tax assessed with respect to any employee benefit plan; references to “serving at the request of the Company” shall include any service as a director, officer, employee or agent of the Company which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a Person who acted in good faith and in a manner such Person reasonably believed to be in the best interests of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Company” as referred to in this Agreement.

Section 2. Indemnity in Third-Party Proceedings. The Company shall indemnify and hold harmless Indemnitee, to the fullest extent permitted by applicable law, from and against all Liabilities and Expenses suffered or reasonably incurred (and, in the case of retainers, reasonably expected to be incurred) by Indemnitee or on Indemnitee’s behalf in connection with any Proceeding (other than any Proceeding brought by or in the right of the Company to procure a judgment in its favor, which is provided for in Section 3 below), or any claim, issue or matter therein.

Section 3. Indemnity in Proceedings by or in the Right of the Company. The Company shall indemnify and hold harmless Indemnitee, to the fullest extent permitted by applicable law, from and against all Liabilities and Expenses suffered or incurred (and, in the case of retainers, reasonably expected to be incurred) by Indemnitee or on Indemnitee’s behalf in connection with any Proceeding brought by or in the right of the Company to procure a judgment in its favor, or any claim, issue or matter therein. No indemnification for Liabilities and Expenses shall be made under this Section 3 in respect of any claim, issue or matter as to which Indemnitee shall have been finally adjudged by a court to be liable to the Company, unless and only to the extent that the Delaware Court of Chancery or any court in which the Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to such indemnification.

Section 4. Indemnification for Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding any other provisions of this Agreement, and without limiting the rights of Indemnitee under any other provision hereof, including any rights to indemnification pursuant to Sections 2 or 3 hereof, to the fullest extent permitted by applicable law, to the extent that Indemnitee is successful, on the merits or otherwise, in any Proceeding or in defense of any claim, issue or matter therein, in whole or in part, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred (and, in the case of retainers, reasonably expected to be incurred) by Indemnitee or on Indemnitee’s behalf in connection with each successfully resolved Proceeding, claim, issue or matter. For purposes of this Section 4 and without limitation, the termination of any Proceeding or claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.

Section 5. Indemnification For Expenses of a Witness. Notwithstanding any other provision of this Agreement, to the fullest extent permitted by applicable law and to the extent that Indemnitee is, by reason of Indemnitee’s Corporate Status, a witness or otherwise a participant, including by a request to respond to discovery requests, receipt of a subpoena or similar demand for documents or testimony, in any Proceeding to which Indemnitee is not a party and is not threatened to be made a party, Indemnitee shall be indemnified against all Expenses suffered or incurred (or, in the case of retainers, reasonably expected to be incurred) by Indemnitee or on Indemnitee’s behalf in connection therewith.

Section 6. Additional Indemnification. Notwithstanding any limitation in Sections 2, 3 or 4 hereof, the Company shall indemnify Indemnitee to the fullest extent permitted by applicable law if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor)

against all Liabilities and Expenses suffered or reasonably incurred (and, in the case of retainers, reasonably expected to be incurred) by Indemnitee in connection with such Proceeding, including but not limited to:

(a) the fullest extent permitted by the provision of the DGCL that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to or replacement of the DGCL; and

(b) the fullest extent authorized or permitted by any amendments to or replacements of the DGCL adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directors.

Section 7. Exclusions. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to indemnify or hold harmless Indemnitee, or, in the case of (a) and (d), to advance Expenses to Indemnitee:

(a) for which payment has actually been made to or on behalf of Indemnitee under any insurance policy obtained by the Company except with respect to any excess beyond the amount paid under such insurance policy;

(b) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Exchange Act or similar provisions of state statutory law or common law;

(c) for any reimbursement of the Company by Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized by Indemnitee from the sale of securities of the Company, as required in each case under the Exchange Act (including any such reimbursements that arise from an accounting restatement of the Company pursuant to Section 304 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), or the payment to the Company of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 306 of the Sarbanes-Oxley Act), if Indemnitee is held liable therefor (including pursuant to any settlement arrangements) or in respect of claw-back provisions promulgated under the rules and regulations of the Securities and Exchange Commission pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act;

(d) except as provided in Section 12(d) of this Agreement, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one or more of the Sponsor Entities, such Sponsor Entity, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one or more of the Sponsor Entities, such Sponsor Entity, against the Company or its directors, officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation, (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law or (iii) such Proceeding is being brought by Indemnitee to assert, interpret or enforce Indemnitee’s rights under this Agreement (for the avoidance of doubt, Indemnitee shall not be deemed, for purposes of this subsection, to have initiated or brought any claim by reason of (A) having asserted any affirmative defenses in connection with a claim not

initiated by Indemnitee or (B) having made any counterclaim (whether permissive or mandatory) in connection with any claim not initiated by Indemnitee); or

(e) if a final decision by a court having jurisdiction in the matter that is not subject to appeal shall determine that such indemnification is not lawful.

Section 8. Advancement. In accordance with the pre-existing requirements of the Bylaws, and notwithstanding any provision of this Agreement to the contrary, the Company shall advance, to the extent not prohibited by applicable law, the Expenses and Liabilities reasonably incurred by Indemnitee in connection with any Proceeding, and such advancement shall be made within ten (10) days after the receipt by the Company of a statement or statements requesting such advances from time to time, whether prior to or after final disposition of any Proceeding. Advances shall be unsecured and interest free. Advances shall be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. Advances shall include any and all Expenses reasonably incurred pursuing an action to enforce this right of advancement, including Expenses incurred preparing and forwarding statements to the Company to support the advances claimed. Indemnitee shall qualify for advances upon the execution and delivery to the Company of this Agreement, which shall constitute an undertaking providing that Indemnitee undertakes to repay the amounts advanced to the extent that it is ultimately determined by final judicial decision from which there is no further right to appeal that the Indemnitee is not entitled to be indemnified by the Company. Nothing in this Section 8 shall limit Indemnitee’s right to advancement pursuant to Section 12(d) of this Agreement. This Section 8 shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Sections 7(a) or (d) hereof.

Section 9. Procedure for Notification and Defense of Claim.

(a) Indemnitee shall promptly notify the Company in writing of any Proceeding with respect to which Indemnitee intends to seek indemnification or advancement hereunder following the receipt by Indemnitee of written notice thereof (the date of such notification, the “Submission Date”). The written notification to the Company shall include a description of the nature of the Proceeding and the facts underlying the Proceeding. To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification following the final disposition of such Proceeding, including any appeal therein. Any delay or failure by Indemnitee to notify the Company hereunder will not relieve the Company from any liability which it may have to Indemnitee hereunder or otherwise than under this Agreement, and any delay or failure in so notifying the Company shall not constitute a waiver by Indemnitee of any rights under this Agreement. The Secretary of the Company shall, promptly upon receipt of such a request for indemnification, advise the Board in writing that Indemnitee has requested indemnification.

(b) In the event Indemnitee is entitled to indemnification and/or advancement with respect to any Proceeding, Indemnitee may, at Indemnitee’s option, (i) retain counsel (including local counsel) selected by Indemnitee and approved by the Company to defend

Indemnitee in such Proceeding, at the sole expense of the Company (which approval shall not be unreasonably withheld, conditioned or delayed), or (ii) have the Company assume the defense of Indemnitee in such Proceeding, in which case the Company shall assume the defense of such Proceeding with counsel selected by the Company and approved by Indemnitee (which approval shall not be unreasonably withheld, conditioned or delayed) within ten (10) days of the Company’s receipt of written notice of Indemnitee’s election to cause the Company to do so. If the Company is required to assume the defense of any such Proceeding, it shall engage legal counsel for such defense, and the Company shall be solely responsible for all fees and expenses of such legal counsel and otherwise of such defense. Such legal counsel may represent both Indemnitee and the Company (and any other party or parties entitled to be indemnified by the Company with respect to such matter) unless, in the reasonable opinion of legal counsel to Indemnitee, there is a conflict of interest between Indemnitee and the Company (or any other such party or parties) or there are legal defenses available to Indemnitee that are not available to the Company (or any such other party or parties). Notwithstanding either party’s assumption of responsibility for defense of a Proceeding, each party shall have the right to engage separate counsel at its own expense. If the Company has responsibility for defense of a Proceeding, the Company shall provide the Indemnitee and its counsel with all copies of pleadings and material correspondence relating to the Proceeding. Indemnitee and the Company shall reasonably cooperate in the defense of any Proceeding with respect to which indemnification is sought hereunder, regardless of whether the Company or Indemnitee assumes the defense thereof. Indemnitee may not settle or compromise any Proceeding without the prior written consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed. The Company may not settle or compromise any Proceeding without the prior written consent of Indemnitee, which consent shall not be unreasonably withheld, conditioned or delayed.

Section 10. Procedure Upon Application for Indemnification.

(a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a) hereof, if any determination by the Company is required by applicable law with respect to Indemnitee’s entitlement thereto, such determination shall be made (i) if Indemnitee shall request such determination be made by Independent Counsel, by Independent Counsel, and (ii) in all other circumstances, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (D) if so directed by the Board, by the stockholders of the Company holding a majority of the securities of the Company entitled to vote; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any Expenses incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall, to the fullest extent permitted by law, be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification)

and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Company will not deny any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has been made. The Company agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant hereto.

(b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 10(a) hereof, (i) the Independent Counsel shall be selected by the Company within ten (10) days of the Submission Date (the cost of such Independent Counsel to be paid by the Company), (ii) the Company shall give written notice to Indemnitee advising it of the identity of the Independent Counsel so selected and (iii) Indemnitee may, within ten (10) days after such written notice of selection shall have been given, deliver to the Company Indemnitee’s written objection to such selection. Such objection by Indemnitee may be asserted only on the ground that the Independent Counsel selected does not meet the requirements of “Independent Counsel” as defined in this Agreement. If such written objection is made and substantiated, the Independent Counsel selected shall not serve as Independent Counsel unless and until Indemnitee withdraws the objection or a court has determined that such objection is without merit. Absent a timely objection, the person so selected shall act as Independent Counsel. If no Independent Counsel shall have been selected and not objected to before the later of (A) thirty (30) days after the Submission Date and (B) ten (10) days after the final disposition of the Proceeding, including any appeal therein, each of the Company and Indemnitee shall select a law firm or member of a law firm meeting the qualifications to serve as Independent Counsel, and such law firms or members of law firms shall select the Independent Counsel.

Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 12(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

Section 11. Presumptions and Effect of Certain Proceedings.

(a) In making a determination with respect to entitlement to indemnification hereunder, the person, persons or entity making such determination shall, to the fullest extent not prohibited by applicable law, presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 9(a) of this Agreement, and the Company shall, to the fullest extent not prohibited by applicable law, have the burden of proof to overcome that presumption in connection with the making by any person, persons or entity of any determination contrary to that presumption. Neither the failure of the Company (including by its directors or Independent Counsel) to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination by the Company (including by its directors or Independent Counsel) that Indemnitee has not met such applicable standard of conduct, shall be

a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct.

(b) Subject to Section 12(d) hereof, if the person, persons or entity empowered or selected under Section 10 of this Agreement to determine whether Indemnitee is entitled to indemnification shall not have made a determination within sixty (60) days after receipt by the Company of the request therefor, the requisite determination of entitlement to indemnification shall, to the fullest extent not prohibited by applicable law, be deemed to have been made and Indemnitee shall be entitled to such indemnification, absent a prohibition of such indemnification under applicable law; provided, however, that such 60-day period may be extended for a reasonable time, not to exceed an additional thirty (30) days, if (i) the determination is to be made by Independent Counsel and Indemnitee objects to the Company’s selection of Independent Counsel and (ii) the Independent Counsel ultimately selected requires such additional time for the obtaining or evaluating of documentation or information relating thereto; provided further, however, that such 60-day period may also be extended for a reasonable time, not to exceed an additional sixty (60) days, if the determination of entitlement to indemnification is to be made by the stockholders of the Company.

(c) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that Indemnitee’s conduct was unlawful.

(d) Reliance as Safe Harbor. For purposes of any determination of good faith, Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Enterprise, including financial statements, or on information supplied to Indemnitee by the officers of the Enterprise in the course of their duties, or on the advice of legal counsel for the Enterprise or on information or records given or reports made to the Enterprise by an independent certified public accountant or by an appraiser or other expert selected with the reasonable care by the Enterprise. The provisions of this Section 11(d) shall not be deemed to be exclusive or to limit in any way the other circumstances in which Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement.

(e) Actions of Others. The knowledge or actions, or failure to act, of any director, officer, agent or employee of the Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.

Section 12. Remedies of Indemnitee.

(a) Subject to Section 12(d) hereof, in the event that (i) a determination is made pursuant to Section 10 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement is not timely made pursuant to Section 8 of this Agreement, (iii) no determination of entitlement to indemnification shall have been timely made

pursuant to Section 10(a) of this Agreement within sixty (60) days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to Sections 4 or 5 or the third to the last sentence of Section 10(a) of this Agreement within ten (10) days after receipt by the Company of a written request therefor, (v) payment of indemnification pursuant to Sections 2, 3 or 6 of this Agreement is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification, or (vi) in the event that the Company or any other Person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by a court of Indemnitee’s entitlement to such indemnification or advancement. Alternatively, Indemnitee, at Indemnitee’s option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.

(b) In the event that a determination shall have been made pursuant to Section 10(a) of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 12 shall be conducted in all respects as a de novo trial, or arbitration, on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 12 the Company shall have the burden of proving Indemnitee is not entitled to indemnification or advancement, as the case may be.

(c) If a determination shall have been made pursuant to Section 10(a) of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 12, absent a prohibition of such indemnification under applicable law.

(d) The Company shall, to the fullest extent not prohibited by applicable law, be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 12 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement. It is the intent of the Company that Indemnitee not be required to incur Expenses associated with the interpretation, enforcement or defense of Indemnitee’s rights under this Agreement by litigation or otherwise because the cost and expense thereof would substantially detract from the benefits intended to be extended to Indemnitee hereunder. The Company shall indemnify Indemnitee against any and all Expenses and, if requested by Indemnitee, shall (within ten (10) days after receipt by the Company of a written request therefor) advance, to the extent not prohibited by applicable law, such Expenses to Indemnitee, which are incurred by Indemnitee in connection with any action brought by Indemnitee for indemnification or advancement from the Company under this Agreement or the Bylaws, or under any directors’ and officers’ liability insurance policies maintained by the Company, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advancement or insurance recovery, as the case may be.

(e) Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement to indemnification under this Agreement shall be required to be made prior to the final disposition of the Proceeding, including any appeal therein; provided that, in absence of any such determination with respect to such Proceeding, the Company shall advance Expenses with respect to such Proceeding.

Section 13. Non-Exclusivity; Survival of Rights; Insurance; Subrogation.

(a) The rights of indemnification and to receive advancement as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Certificate of Incorporation, the Bylaws, any agreement, a vote of stockholders or a resolution of directors, or otherwise. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in Indemnitee’s Corporate Status prior to such amendment, alteration or repeal. The Company shall not adopt any amendment or alteration to, or repeal of, the Certificate of Incorporation or the Bylaws, the effect of which would be to deny, diminish or encumber the Indemnitee’s rights to indemnification pursuant to this Agreement, the Certificate of Incorporation, the Bylaws or applicable law relative to such rights prior to such amendment, alteration or repeal. To the extent that a change in Delaware law, whether by statute or judicial decision, permits greater indemnification or advancement than would be afforded currently under the Bylaws or this Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.

(b) The Company hereby acknowledges that Indemnitee may have certain rights to indemnification, advancement and insurance provided by one or more Persons with whom or which Indemnitee may be associated (including, without limitation, any Sponsor Entity). The Company hereby acknowledges and agrees that (i) the Company shall be the indemnitor of first resort with respect to any Proceeding, Expense, Liability or matter that is the subject of the Indemnity Obligations, (ii) the Company shall be primarily liable for all Indemnity Obligations and any indemnification afforded to Indemnitee in respect of any Proceeding, Expense, Liability or matter that is the subject of Indemnity Obligations, whether created by applicable law, organizational or constituent documents, contract (including this Agreement) or otherwise, (iii) any obligation of any other Persons with whom or which Indemnitee may be associated (including, without limitation, any Sponsor Entity) to indemnify Indemnitee or advance Expenses or Liabilities to Indemnitee in respect of any Proceeding shall be secondary to the obligations of the Company hereunder, (iv) the Company shall be required to indemnify Indemnitee and advance Expenses or Liabilities to Indemnitee hereunder to the fullest extent provided herein without regard to any rights Indemnitee may have against any other Person with whom or which Indemnitee may be associated (including, without limitation,

any Sponsor Entity) or insurer of any such Person and (v) the Company irrevocably waives, relinquishes and releases any other Person with whom or which Indemnitee may be associated (including, without limitation, any Sponsor Entity) from any claim of contribution, subrogation or any other recovery of any kind in respect of amounts paid by the Company hereunder. In the event any other Person with whom or which Indemnitee may be associated (including, without limitation, any Sponsor Entity) or their insurers advances or extinguishes any liability or loss which is the subject of any Indemnity Obligation owed by the Company or payable under any Company insurance policy, the payor shall have a right of subrogation against the Company or its insurer or insurers for all amounts so paid which would otherwise be payable by the Company or its insurer or insurers under this Agreement. In no event will payment of an Indemnity Obligation by any other Person with whom or which Indemnitee may be associated (including, without limitation, any Sponsor Entity) or their insurers affect the obligations of the Company hereunder or shift primary liability for any Indemnity Obligation to any other Person with whom or which Indemnitee may be associated (including, without limitation, any Sponsor Entity). Any indemnification, insurance or advancement provided by any other Person with whom or which Indemnitee may be associated (including, without limitation, any Sponsor Entity) with respect to any liability arising as a result of Indemnitee’s Corporate Status or capacity as an officer or director of any Person is specifically in excess over any Indemnity Obligation of the Company or valid and any collectible insurance (including but not limited to any malpractice insurance or professional errors and omissions insurance) provided by the Company under this Agreement.

(c) The Company shall maintain an insurance policy or policies providing liability insurance providing reasonable and customary coverage as compared with similarly situated companies (as determined by the Board in its reasonable discretion) for directors, officers, employees, trustees, or agents of any Enterprise, and Indemnitee shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for any such director, officer, employee, trustee or agent under such policy or policies and such policies shall provide for and recognize that the insurance policies are primary to any rights to indemnification, advancement or insurance proceeds to which Indemnitee may be entitled from one or more Persons with whom or which Indemnitee may be associated (including, without limitation, any Sponsor Entity) to the same extent as the Company’s indemnification and advancement obligations set forth in this Agreement. If, at the time of the receipt of a notice of a claim pursuant to the terms hereof, the Company has director and officer liability insurance in effect, the Company shall give prompt notice of the commencement of such Proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such Proceeding in accordance with the terms of such policies.

(d) In the event of any payment under this Agreement, the Company shall be subrogated to the rights of recovery of Indemnitee, including rights of indemnification provided to Indemnitee from any other person or entity with whom Indemnitee may be associated; provided, however, that the Company shall not be subrogated to the extent of any such payment of all rights of recovery of Indemnitee with respect to any Person with whom or which Indemnitee may be associated (including, without limitation, any Sponsor Entity).

(e) The indemnification and contribution provided for in this Agreement will remain in full force and effect regardless of any investigation made by or on behalf of Indemnitee.

Section 14. Duration of Agreement; Not Employment Contract. This Agreement shall continue until and terminate upon the latest of: (i) ten (10) years after the date that Indemnitee shall have ceased to serve as director, officer, employee or agent of the Company or any other Enterprise, (ii) one (1) year after the date of final termination of any Proceeding, including any appeal, then pending in respect of which Indemnitee is granted rights of indemnification or advancement hereunder and of any proceeding, including any appeal, commenced by Indemnitee pursuant to Section 12 of this Agreement relating thereto or (iii) the expiration of all statutes of limitation applicable to possible Proceedings to which Indemnitee may be subject arising out of Indemnitee’s Corporate Status. The indemnification provided under this Agreement shall continue as to the Indemnitee even though he or she may have ceased to be a director or officer of the Company or of any of the Company’s direct or indirect subsidiaries or to have Corporate Status. This Agreement shall be binding upon the Company and its successors and assigns and shall inure to the benefit of Indemnitee and Indemnitee’s heirs, executors and administrators. The Company shall require and cause any successor, and any direct or indirect parent of any successor, whether direct or indirect by purchase, merger, consolidation or otherwise, to all, substantially all or a substantial part, of the business and/or assets of the Company, by written agreement in form and substance satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place. This Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries or any other Enterprise) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s employment with the Company (or any of its subsidiaries or any other Enterprise), if any, is at will, and Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment contract between Indemnitee and the Company (or any of its subsidiaries or any other Enterprise), other applicable formal severance policies duly adopted by the Board, or, with respect to service as a director of the Company, by the Certificate of Incorporation, the Bylaws or the DGCL.

Section 15. Severability. If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality and enforceability of the remaining provisions of this Agreement (including, without limitation, each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable that is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and shall remain enforceable to the fullest extent permitted by applicable law; (b) such provision or provisions shall be deemed reformed to the extent necessary to conform to applicable law and to give the maximum effect to the intent of the parties hereto; and (c) to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable that is not itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested thereby.

Section 16. Enforcement.

(a) The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve as a director, officer, employee or agent of the Company, and the Company acknowledges

that Indemnitee is relying upon this Agreement in serving as a director, officer, employee or agent of the Company.

(b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof; provided, however, that this Agreement is a supplement to and in furtherance of the Certificate of Incorporation, the Bylaws and applicable law, and shall not be deemed a substitute therefor, nor diminish or abrogate any rights of Indemnitee thereunder.

Section 17. Modification and Waiver. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by the parties thereto. No waiver of any of the provisions of this Agreement shall be deemed to be or shall constitute a waiver of any other provision of this Agreement nor shall any waiver constitute a continuing waiver.

Section 18. Notices. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given if (a) delivered by hand and receipted for by the party to whom said notice or other communication shall have been directed, (b) mailed by certified or registered mail with postage prepaid, on the third business day after the date on which it is so mailed, (c) mailed by reputable overnight courier and receipted for by the party to whom said notice or other communication shall have been directed or (d) sent by facsimile transmission, with receipt of oral confirmation that such transmission has been received:

(i) If to Indemnitee, at the address indicated on the signature page of this Agreement, or such other address as Indemnitee shall provide to the Company.

(ii) If to the Company to

Ranger Energy Services, Inc.
800 Gessner, Suite 1000
Houston, Texas 77024
Attention: Board of Directors

or to any other address as may have been furnished to Indemnitee by the Company.

Section 19. Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether for Liabilities or for Expenses, in connection with any Proceeding, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (a) the relative benefits received by the Company and Indemnitee as a result of the event(s) and transaction(s) giving cause to such Proceeding; and (b) the relative fault of the Company (and its directors, officers, employees and agents) and Indemnitee in connection with such event(s) and transaction(s).

Section 20. Applicable Law and Consent to Jurisdiction. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance

with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 12(a) of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally (a) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Chancery Court of the State of Delaware (the “Delaware Court”), and not in any other state or federal court in the United States of America or any court in any other country, (b) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement, (c) consent to service of process at the address set forth in Section 18 of this Agreement with the same legal force and validity as if served upon such party personally within the State of Delaware; (d) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court, and (e) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum.

Section 21. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same Agreement. Only one such counterpart signed by the party against whom enforceability is sought needs to be produced to evidence the existence of this Agreement.

Section 22. Third-Party Beneficiaries. The Sponsor Entities are intended third-party beneficiaries of this Agreement and shall have all of the rights afforded to Indemnitee under this Agreement.

Section 23. Miscellaneous. Use of the masculine pronoun shall be deemed to include usage of the feminine pronoun where appropriate. The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties have caused this Agreement to be signed as of the day and year first above written.

RANGER ENERGY SERVICES, INC.			INDEMNITEE

By:			By:
Name:			Name:
Title:			Title:

			ADDRESS:

SIGNATURE PAGE TO INDEMNIFICATION AGREEMENT

EX-10.6 8 a2232179zex-10_6.htm EX-10.6

Exhibit 10.6

SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH FIVE ASTERISKS (*****).

AMENDED AND RESTATED PURCHASE AGREEMENT

This Amended and Restated Purchase Agreement (the “Agreement”) is made as of April 28, 2017, by and among National Oilwell Varco, L.P., acting through its mobile rig group, a Delaware limited partnership, having an office at 10353 Richmond Avenue, Houston, Texas 77042 (“NOV” or “Seller”), Ranger Energy Services, LLC, a Delaware limited liability company, having an office at 800 Gessner, Suite 1000, Houston, Texas 77024 (“Ranger” or “Buyer”), Ranger Energy Leasing, LLC, a Delaware limited liability company, having an office at 800 Gessner, Suite 1000, Houston, Texas 77024 (“Ranger Leasing”), and, for the limited purposes of Section 10 hereof, Ranger Energy Services, Inc., a Delaware corporation, having an office at 800 Gessner, Suite 1000, Houston, Texas 77024 (“Parent”). “Party” means either Ranger, Ranger Leasing, Parent or NOV, and “Parties” means Ranger, Ranger Leasing, Parent and NOV.

WITNESSETH:

WHEREAS, Ranger and NOV entered into that certain Purchase Agreement, dated as of February 22, 2017, as amended by that certain Amendment No. 1 to Purchase Agreement dated March 9, 2017 (together, the “Original Purchase Agreement”);

WHEREAS, the Parties desire to enter into this Agreement in order to amend and restate in its entirety the Original Purchase Agreement, as provided herein, to evidence Ranger’s purchase of two (2) mobile rigs, including auxiliaries, and to evidence Ranger Leasing’s desire to buy from NOV, and NOV’s desire to sell to Ranger Leasing, an additional twenty eight (28) mobile rigs, including auxiliaries, on the terms and conditions hereinafter set forth;

WHEREAS, two (2) mobile rigs have already been delivered to Ranger pursuant to the terms of the Original Purchase Agreement; and

WHEREAS, by execution of this Agreement, Ranger will assign the right and obligation to purchase the additional twenty eight (28) rigs that have not yet been sold or delivered pursuant to the terms of the Original Purchase Agreement, to Ranger Leasing, and Ranger Leasing will subsequently lease them to Ranger.

NOW, THEREFORE, for and in consideration of the mutual covenants herein contained, it is agreed by and among the Parties hereto as follows:

1. Ranger hereby assigns its right and obligation to purchase the additional twenty eight (28) rigs that have not yet been sold or delivered pursuant to the terms of the Original Purchase Agreement to Ranger Leasing. As of the date of this Agreement and per the terms of the Original Purchase Agreement two (2) mobile rigs have been delivered by NOV to Ranger as described in Summary of Deliverables attached hereto as Exhibit “A”. Ranger Leasing hereby agrees to purchase an additional twenty eight (28) mobile rigs with accessories as described in Summary of Deliverables attached hereto as Exhibit “A” (each mobile rig with accessories shall be referred to as a “Mobile Rig Package” and all Mobile Rig Packages shall collectively be referred to as the “Equipment”).

2. Each of the Mobile Rig Packages shall be delivered FCA, NOV’s facility, Victoria, Texas USA (in accordance with INCOTERMS 2010) within 2017 on dates to be mutually agreed. Ranger, Ranger Leasing and NOV agree that neither liquidated damages nor early delivery bonuses shall be assessed under this Agreement for the late or early delivery of the Equipment. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT OR ELSEWHERE, DELIVERY DATES ARE APPROXIMATE, AND NOV SHALL HAVE NO LIABILITY FOR DAMAGES ARISING OUT OF A FAILURE TO KEEP THE DELIVERY DATE, REGARDLESS OF THE LENGTH OF THE DELAY AND REGARDLESS OF CAUSE (AS DEFINED IN SECTION 14). In the event NOV becomes aware of any potential delay beyond the agreed-upon delivery dates, NOV shall promptly notify Ranger Leasing on a priority basis of such delay and its anticipated plan for addressing such delay. NOV shall use reasonable efforts to devote sufficient time and effort and to allocate sufficient personnel resources as may be required for the manufacture, assembly and testing of the Equipment within the time periods mutually agreed.

3. The total cumulative price for the Equipment is ***** United States Dollars (US $*****) (the “Purchase Price”), as set forth in the Summary of Deliverables attached hereto as Exhibit “A”.

4. The Purchase Price shall be paid as follows:

a) Prior to the date hereof, for the two (2) Mobile Rig Packages purchased by Ranger, Ranger paid *****.

b) On or around the date hereof, as a down payment for the twenty eight (28) Mobile Rig Packages purchased by Ranger Leasing, Ranger Leasing paid *****.

c) Following the date hereof, Ranger Leasing shall pay the following additional amounts for the twenty eight (28) Mobile Rig Packages purchased by Ranger Leasing: *****

5. The Parties agree that this Agreement is subject to and governed by National Oilwell Varco, L.P. and its Affiliates Terms and Conditions for the Provision of Equipment, Parts, Services or Rental attached hereto as Exhibit “B”.

6. *****, title to each Mobile Rig Package shall pass to Ranger or Ranger Leasing, as applicable, upon delivery FCA, NOV’s facility, Victoria, Texas USA (in accordance with INCOTERMS 2010) of the relevant Mobile Rig Package. Risk of loss or damage for each Mobile Rig Package shall pass to Ranger or Ranger Leasing, as applicable, upon delivery FCA, NOV’s facility, Victoria, Texas USA (in accordance with INCOTERMS 2010) of the relevant Mobile Rig Package.

7. *****

8. Ranger and Ranger Leasing, as applicable, shall purchase from and maintain in a company or companies approved by NOV with an AM Best Rating of at least A VII and lawfully authorized to do business in the United States such insurance as will protect NOV and Ranger and Ranger Leasing, as applicable, from claims set forth below that may arise out of or result from Ranger’s and Ranger Leasing’s, as applicable, operations under this Agreement and for which Ranger or Ranger Leasing, as applicable, may be legally liable, whether such operations be by Ranger or Ranger Leasing, as applicable, and/or any Ranger’s or Ranger leasing’s, subcontractor or by anyone directly or indirectly employed by any of them, or by anyone for whose acts any of them may be liable:

i. *****;

ii. *****;

iii. Statutory Worker’s Compensation Insurance and Employers Liability Insurance, in the amount of $2,000, 000 (Two Million Dollars) per Occurrence;

iv. Comprehensive General Liability, including coverage for Bodily Injury and Property Damage, including Completed Operations and Contractual Liabilities assumed herein, with single limits coverage of not less than $10,000,000 (Ten Million Dollars). Coverage for Completed Operations shall be continuously maintained for a period of two (2) years after delivery of the last Mobile Rig Package but in any event for the duration of the warranty period for the last delivered Mobile Rig Package;

v. Automobile Liability Insurance with a Combined Bodily Injury and Property Damage Limit of not less than $1,000,000 (One Million Dollars) per Occurrence covering Ranger’s owned, hired or non-owned vehicles that are used in the performance of work under this Agreement; and

vi. Umbrella/Excess Liability over and above underlying coverages (i-iii) and (iv) above, with a Combined Single Limit of not less than $5,000,000 (Five Million Dollars) per Occurrence that covers the limits of liability stated for General Liability, Employers Liability or equivalent and Automobile Liability;

Ranger and Ranger Leasing, as applicable, shall ensure that all such provided insurances include waivers of subrogation in favor of NOV Group (meaning Seller Group). Ranger and Ranger Leasing, as applicable, shall ensure that the NOV Group is named as an additional insured on all policies referenced in (iv-v) and (vi), *****

Ranger and Ranger Leasing, as applicable, must place the insurances with reputable insurance companies properly safeguarding NOV against its exposures associated with entering into this Agreement and Ranger or Ranger Leasing, as applicable, shall cover all expenses in this regard including paying the applicable deductibles under any insurance policies. Any deductible greater than $100,000 must be specifically approved by NOV.

Ranger and Ranger Leasing, as applicable, shall furnish to NOV insurance certificates confirming all such insurance has been placed in accordance with the terms of this Agreement and specifying the names of the insurers, policy numbers and expiry dates. None of the insurances required by Ranger and Ranger Leasing, as applicable, in this section 8 shall be cancelled, altered or amended without the prior written approval of NOV.

9. *****

10. *****

Ranger, Ranger Leasing and Parent acknowledge that each of them is receiving substantial direct and indirect benefits from the terms established pursuant to this Agreement *****. In consideration of the foregoing and notwithstanding anything herein or elsewhere to the contrary, Ranger, Ranger Leasing and Parent hereby irrevocably and unconditionally agree that Ranger, Ranger Leasing and Parent are jointly and severally liable for all the liabilities and obligations of Ranger and Ranger Leasing hereunder, whether now or hereafter existing or due or to become due. The payment obligations and indemnities of Ranger and Ranger Leasing under this Agreement ***** may be enforced by NOV against any of Ranger, Ranger Leasing or Parent or all of them in any manner or order selected by NOV in its sole discretion. Each of Ranger, Ranger Leasing and Parent hereby irrevocably waive (i) any rights of subrogation and (ii) any rights of contribution, indemnity or reimbursement, in each case, that it may acquire or that may arise against each other due to any payment or performance made under this Agreement ***** until all obligations of Ranger and Ranger Leasing under this Agreement ***** shall have been fully satisfied.

Ranger, Ranger Leasing and Parent agree that if at any time during the term of this Agreement, there is a material adverse change in the financial condition of any of Ranger, Ranger Leasing or Parent, then Ranger, Ranger Leasing and Parent shall provide ***** financial security in a form reasonably satisfactory to NOV, which security may include, but is not limited to, a letter of credit or ***** guaranty.

11. Each Party shall keep the information provided to it by the other Party and related to this Agreement or the Equipment as confidential; provided, that this requirement does not apply to information that is (a) at the time of disclosure in the public domain or thereafter comes into the public domain through no fault of the recipient; (b) already known by the recipient, (c) rightly received by recipient from a third party not under a confidentiality obligation and without breach of this Agreement; (d) independently developed by the Party without breach of this Agreement; or (e) as ***** required to be disclosed pursuant to applicable law or regulation. The Parties shall not otherwise use such information for any purpose other than as set forth under this Agreement nor shall either Party disclose any such information to any third party without the prior express written consent of the disclosing party. Notwithstanding the foregoing, Ranger may disclose the historic relationship between Ranger and its predecessor entities, on one hand, and NOV, on the other hand, including Ranger’s long-standing use of the self-deployment rig and Ranger’s and NOV’s co-technology relationship and the existence, but never the terms, of this Agreement. If Ranger wishes to issue a press release or in any other way publicly share or publish information about this Agreement or anything related hereto, Ranger will first provide NOV with a draft of such statement and allow NOV not less than 24 hours within which to comment or to take action objecting to such disclosure before any relevant court.

12. To the extent Ranger or Ranger leasing fail to meet any payment obligation hereunder as and when due and payable, such payment obligation shall bear interest at a rate of 3.7 % per annum, and such accrued interest shall be due and payable on demand by NOV.

Without prejudice to NOV’s right to charge interest in accordance with this section 12, in the event that Ranger or Ranger leasing fail to make any payment on the required date, then after a ten (10) day grace period to cure such default, NOV may, at its option and at any time after the expiry of said grace period, suspend delivery or performance of the work under the Agreement or any part thereof without liability and without prejudice to, and without limitation of, any other remedy available to NOV until Ranger or Ranger Leasing, as applicable, cures the default or satisfactory security for payment has been provided. NOV shall have the option to extend the delivery date by a time at least equal to the period of such suspension. Notwithstanding the above in this sub-section, NOV may, at its option and at any time after the expiry of said grace period and notwithstanding any suspension, terminate this Agreement by immediate written notice without liability or fault, and recover from Ranger and Ranger Leasing the NOV’s Cancellation Charges.

“NOV’s Cancellation Charges” means NOV’s retention of any ***** payment(s) due prior to the effective date of termination, ***** plus an additional amount as necessary so that NOV is at a minimum compensated for all its costs incurred and work performed under the Agreement prior to the effective date of termination plus a reasonable profit.

13. Ranger and Ranger Leasing may not terminate this Agreement for convenience without the written consent of NOV. Such decision shall be entirely at NOV’s discretion. Should NOV consent to such termination, or should Ranger or Ranger Leasing for any reason wrongfully terminate this Agreement, NOV shall be entitled to NOV’s Cancellation Charges.

14. NOTWITHSTANDING ANYTHING CONTAINED IN THIS AGREEMENT TO THE CONTRARY, EXCEPT FOR (1) PAYMENTS DUE TO NOV UNDER SECTIONS 3 AND 4, AND (2) NOV’S CANCELLATION CHARGES UNDER SECTION 12 AND 13, NEITHER PARTY SHALL BE LIABLE TO THE OTHER AND EACH PARTY RELEASES THE OTHER FOR ANY INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES OR LOSSES, AND FOR ANY DAMAGES FOR LOST PRODUCTION, EQUIPMENT DOWNTIME OR STANDBY TIME, LOST REVENUE, LOST PRODUCT, LOST PROFIT, LOST BUSINESS OR BUSINESS OPPORTUNITIES, WHETHER DIRECT OR INDIRECT AND WHETHER FORESEEABLE AT THE DATE OF THIS AGREEMENT, REGARDLESS OF CAUSE.

NOTWITHSTANDING ANY PROVISIONS TO THE CONTRARY IN THIS AGREEMENT, IN NO EVENT SHALL NOV GROUP’S TOTAL CUMULATIVE LIABILITY FOR ALL CLAIMS, DAMAGES, CAUSES OF ACTION, DEMANDS, JUDGMENTS, FINES, PENALTIES, AWARDS, LOSSES, COSTS AND EXPENSES (INCLUDING ATTORNEYS’ FEES AND COSTS OF LITIGATION) ARISING FROM, RELATING TO, OR IN CONNECTION WITH ANY ONE MOBILE RIG PACKAGE OR THE PERFORMANCE, NON-PERFORMANCE OR MIS-PERFORMANCE OF THIS AGREEMENT, WHETHER ARISING IN CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHERWISE, EXCEED *****, AS APPLICABLE FOR SUCH MOBILE RIG PACKAGE, REGARDLESS OF CAUSE, AND RANGER AND RANGER LEASING SHALL RELEASE, INDEMNIFY, SAVE, PROTECT, DEFEND AND HOLD HARMLESS NOV GROUP FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, CAUSES OF ACTION, DEMANDS, JUDGMENTS, FINES, PENALTIES, AWARDS, LOSSES, COSTS AND EXPENSES (INCLUDING ATTORNEYS’ FEES AND COSTS OF LITIGATION) IN EXCESS OF NOV GROUP’S TOTAL LIABILITY, WHETHER ASSERTED BY OR IN FAVOR OF RANGER GROUP OR ANY THIRD PARTY, REGARDLESS OF CAUSE.

“REGARDLESS OF CAUSE” MEANS THE RELEASES, INDEMNITIES, EXCLUSIONS AND LIMITATIONS OF LIABILITY, AND OTHER OBLIGATIONS OF THE PARTIES SHALL APPLY TO ANY REFERENCED CLAIM(S), LOSSES OR DAMAGES WITHOUT REGARD TO THE CAUSE(S) THEREOF, INCLUDING BUT NOT LIMITED TO, PRE-EXISTING CONDITIONS, WHETHER SUCH CONDITIONS BE PATENT OR LATENT, IMPERFECTION OF MATERIAL, IMPERFECTION OF SERVICE, DEFECT OR FAILURE OF PRODUCTS OR EQUIPMENT, BREACH OF REPRESENTATION OR WARRANTY (EXPRESS OR IMPLIED), ULTRAHAZARDOUS ACTIVITY, STRICT LIABILITY, TORT, BREACH OF CONTRACT, BREACH OF DUTY (STATUTORY OR OTHERWISE), BREACH OF ANY SAFETY REQUIREMENT OR REGULATION, OR THE NEGLIGENCE OR OTHER LEGAL FAULT OR RESPONSIBILITY OF

ANY PERSON OR PARTY (INCLUDING THE INDEMNIFIED OR RELEASED PARTY’S GROUP), OR ITS EMPLOYEES OR AGENTS, WHETHER SUCH NEGLIGENCE BE SOLE, JOINT OR CONCURRENT, ACTIVE OR PASSIVE.

15. Subject to confidentiality obligations owed to third parties, each party shall promptly notify the other party in writing of any potential rig modifications or improvements it makes or determines are advisable which could reasonably be expected to improve performance of the Mobile Rig Packages, including, with respect to NOV, those it makes or determines are advisable for other clients. In the event Ranger or Ranger Leasing provides NOV with new suggested improvements to the Mobile Rig Packages that are incorporated into the Mobile Rig Packages delivered to Ranger or Ranger Leasing, for a period of twelve (12) months following delivery of any applicable Mobile Rig Package, however, ending not later than December 31, 2018, NOV shall not during this period incorporate such improvements into any rigs sold to third parties without Ranger’s prior written consent which shall not be unreasonably withheld or delayed.

16. Any changes to the scope or this Agreement shall be made in writing and be signed by the Parties stating their agreement on changes including but not limited to changes in the scope of work, the amount of the adjustment in the purchase price for the relevant Mobile Rig Package(s), the Purchase Price and estimated delivery date, if relevant.

17. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Texas, excluding conflicts and choice of law principles that would require the application of any other law. Any dispute, action or proceeding arising out of or relating to this Agreement must be brought in a state or federal court sitting in Harris County, Texas, and each of the Parties hereby agrees to irrevocably submit itself to the exclusive jurisdiction of each such court in any such action or proceeding and waives any objection it may now or hereafter have to venue or convenience of forum.

18. In the event of a conflict between the provisions of the Agreement and the provisions of any Exhibit hereto, the provisions of the Agreement shall take precedence over the provisions of any such Exhibit. The Parties shall exercise good faith and use their best efforts to promptly resolve any such conflict that arises hereunder.

19. This Agreement, including Exhibits A-C, represents the entire and integrated agreement between the Parties and supersedes prior negotiations, representations or agreements, either written or oral, including, without limitation, the Original Purchase Agreement, which is amended and restated in its entirety hereby.

[Signature page follows.]

IN WITNESS WHEREOF, the Parties hereto by their duly authorized representatives have executed this Agreement as of the day and year first above written.

RANGER ENERGY SERVICES, LLC

BY:	/s/ Darron Anderson

NAME:	Darron Anderson

TITLE:	Chief Executive Officer

RANGER ENERGY LEASING, LLC

BY:	/s/ Darron Anderson

NAME:	Darron Anderson

TITLE:	Chief Executive Officer

RANGER ENERGY SERVICES, INC

BY:	/s/ Darron Anderson

NAME:	Darron Anderson

TITLE:	Chief Executive Officer

NATIONAL OILWELL VARCO, L.P.
by its general partner
NOW Oilfield Services, LLC.

BY:	/s/ Joe Rovig

NAME:	Joe Rovig

TITLE:	President — RIG Systems

Exhibit “A” - Summary of Deliverables

Exhibit “B” - National Oilwell Varco, L.P. and its Affiliates Terms and Conditions for the Provision of Equipment, Parts, Services or Rental

Exhibit “C” - *****

RANGER RIGS — Summary of Deliverables — Exhibit A

Mfg. #

Model

Description

Engine/Transmission

Drawworks

Mast

Price to
Ranger

Add Ons

Base Beam

Mud Tank

Mud Pumps

Pipe Racks

Pack Price

Contractual
Delivery

31727

5CH

DD Series 60 500 HP/Allison 4700 OFS

D500BB with Parmac

104-250K

*****

DELIVERED

31797

5CH

DD Series 60 500 HP/Allison 4700 OFS

D500BB with Parmac

104-250K

*****

DELIVERED

31800

5CH

DD Series 60 500 HP/Allison 4700 OFS

D500BB with Parmac

104-250K

*****

Apr-17

31801

5CH

DD Series 60 500 HP/Allison 4700 OFS

D500BB with Parmac

104-250K

*****

Apr-17

31903

5CH

DD Series 60 500 HP/Allison 4700 OFS

D500BB with Parmac

104-250K

*****

Apr-17

31804

5CH (Outrigger)

DD Series 60 500 HP/Allison 4700 OFS

D500BB with Parmac

104-250K

*****

Apr-17

31880

4CH

DD Series 60 450 HP/Allison 4700 OFS

D500BB with Parmac

102-200K

*****

May-17

31771

6CH

DD Series 60 525 HP/Allison 4700 OFS

D500BB with Parmac

112-300K

*****

May-17

31806

6CH

DD Series 60 525 HP/Allison 4700 OFS

D500BB with Parmac

117-300K

*****

May-17

31881

4CH

DD Series 60 450 HP/Allison 4700 OFS

D500BB with Parmac

102-200K

*****

Jun-17

31904

5CH

DD Series 60 500 HP/Allison 4700 OFS

D500BB with Parmac

104-250K

*****

Jun-17

31913

5CH

DD Series 60 500 HP/Allison 4700 OFS

D500BB with Parmac

104-250K

*****

Jun-17

31914

5CH

DD Series 60 500 HP/Allison 4700 OFS

D500BB with Parmac

104-250K

*****

Jun-17

31916

5CH

DD Series 60 500 HP/Allison 4700 OFS

D500BB with Parmac

104-250K

*****

Jul-17

31917

5CH

DD Series 60 500 HP/Allison 4700 OFS

D500BB with Parmac

104-250K

*****

Jul-17

31807

6CH

DD Series 60 525 HP/Allison 4700 OFS

D500BB with Parmac

117-300K

*****

Jul-17

31519

4CUBB

Cummins ISX 425 HP/Allison 4500/Cotta Drop

UD514BB with Parmac

102-200K

*****

Jul-17

31918

5CH

DD Series 60 500 HP/Allison 4700 OFS

D500BB with Parmac

104-250K

*****

Aug-17

31919

5CH

DD Series 60 500 HP/Allison 4700 OFS

D500BB with Parmac

104-250K

*****

Aug-17

31516

4CUBB

Cummins ISX 425 HP/Allison 4500/Cotta Drop

UD514BB with Parmac

102-200K

*****

Aug-17

31518

4CUBB

Cummins ISX 425 HP/Allison 4500/Cotta Drop

UD514BB with Parmac

102-200K

*****

Sep-17

31920

5CH

DD Series 60 500 HP/Allison 4700 OFS

D500BB with Parmac

104-250K

*****

Sep-17

31921

5CH

DD Series 60 500 HP/Allison 4700 OFS

D500BB with Parmac

104-250K

*****

Sep-17

31922

5CH

DD Series 60 500 HP/Allison 4700 OFS

D500BB with Parmac

104-250K

*****

Sep-17

31923

5CH

DD Series 60 500 HP/Allison 4700 OFS

D500BB with Parmac

104-250K

*****

Oct-17

31924

5CH

DD Series 60 500 HP/Allison 4700 OFS

D500BB with Parmac

104-250K

*****

Oct-17

31926

5CH

DD Series 60 500 HP/Allison 4700 OFS

D500BB with Parmac

104-250K

*****

Oct-17

31927

5CH

DD Series 60 500 HP/Allison 4700 OFS

D500BB with Parmac

104-250K

*****

Oct-17

31925

6CH

DD Series 60 525 HP/Allison 4700 OFS

D500BB with Parmac

112-300K

*****

Nov-17

31805

4CH

DD Series 60 450 HP/Allison 4700 OFS

D500BB with Parmac

102-200K

*****

Dec-17

TOTAL PURCHASE PRICE

*****

NATIONAL OILWELL VARCO, L.P. AND ITS AFFILIATES

TERMS AND CONDITIONS FOR THE PROVISION OF EQUIPMENT, PARTS, SERVICES OR RENTAL

1. ACCEPTANCE

Orders or other requests, whether oral or written, for the supply or sale of machinery or equipment (“Equipment”), or for the supply or sale of spare or replacement parts (“Parts”), or for the provision of services (“Services”), or for the rental of machinery or equipment (“Rental”) to be provided by National Oilwell Varco, L.P., on behalf of itself and its divisions and subsidiaries, or by its affiliates (“Seller”) to its customers (each a “Buyer”) (the “Order(s)”) are subject to Seller’s written acceptance by an authorized representative of Seller and any Orders so accepted will be governed by (a) the terms and conditions stated in these Terms and Conditions for provision of Equipment, Parts, Services or Rental (the “Terms and Conditions”); (b) the written proposal submitted by Seller to Buyer (“Proposal”), if any;

(c) the written order acknowledgment issued by Seller to Buyer (“Acknowledgment”), if any; and, (d) any change orders identified as such and agreed to in writing by Seller (the Order, Terms and Conditions, Proposal, Acknowledgment, and any such change order, and any such additional terms as agreed to in writing by an authorized representative of Seller collectively referred to herein as the “Agreement”). Buyer’s submission of a purchase order (or other similar document) shall be deemed to be an express acceptance of these Terms and Conditions notwithstanding language in Buyer’s purchase order (or other similar document) inconsistent herewith, and any inconsistent language in Buyer’s purchase order (or other similar document) is hereby rejected. Buyer’s purchase order (or other similar document) is incorporated in this Agreement, only to the extent of specifying the nature and description of the Equipment, Parts, Services or Rental and then only to the extent consistent with the Proposal or Acknowledgment. In the event of any conflict between a Proposal and an Acknowledgement, the Acknowledgment shall prevail.

2. PRICES

Prices of Equipment, Parts, Services or Rental shall be as stated in the Proposal or Acknowledgment, or if there is no Proposal or Acknowledgment, as otherwise agreed to in writing by Seller. Unless otherwise specified, all prices contained in a Proposal are valid for thirty (30) days from date of issue of the Proposal. All price quotations are EXW Seller’s premises (INCOTERMS 2010), or as agreed per the Proposal or Acknowledgement and are subject to change without notice. Seller bears no responsibility for any consular fees, fees for legalizing invoices, certificates of origin, stamping bills of lading, or other charges required by the laws of any country of destination, or any fines, penalties or interest imposed due to incorrect declarations. Charges will be added for factory preparation and packaging for shipment. Minimum freight and invoice charges in effect at the time of the Order shall apply. If by reason of any act of government, the cost to Seller of performing its obligations hereunder is increased, such increase shall be added to the quoted price.

3. TAXES

Transaction Taxes. In addition to the charges due under this Agreement, the Buyer shall be responsible for, and shall protect, indemnify, defend and save harmless Seller from and against the reporting, filing and payment of any taxes, duties, charges, licenses, or fees (and any related fines, penalties or interest and the like) imposed directly on Buyer as a result of this Agreement and all liabilities, costs, and associated expenses (including lawyers’ and experts’ fees) which may be incurred in connection therewith. Such taxes, duties, charges, licenses, or fees include but are not limited to any local, state, federal, foreign, or international sales, use, value added tax (“VAT”), goods and services tax (“GST”), rental, import, export, personal property, stamp, excise and like taxes and duties. If Seller pays any such tax, Buyer shall, within thirty (30) days of Seller’s demand, reimburse Seller for the tax including interest, fines, and penalties, paid by the Seller. It shall be Buyer’s sole obligation after payment to Seller to challenge the applicability of any tax.

Notwithstanding the foregoing, the Buyer shall provide Seller with a copy of all exporting documents and any other documents reasonably requested by Seller to prove or substantiate to the appropriate tax authorities the goods were timely exported.

Withholding Taxes. If Buyer is required by any appropriate government department or agency to withhold compensation due Seller to satisfy any obligation of Seller for taxes due, Buyer shall give at least 30 days’ notice to Seller that Buyer will withhold. Buyer agrees to pay on a timely basis the amounts so withheld over to the appropriate government department or agency, on behalf of Seller, and to provide Seller with any tax receipts (originals, if possible) or other reliable evidence of payment issued by such government department or agency within 30 days of the date required for withholding. Buyer shall not withhold compensation due Seller if Seller produces evidence, acceptable to Buyer, that Seller is not subject to the withholding of such taxes. Buyer agrees that it shall not unreasonably withhold such acceptance. Buyer shall reimburse Seller for any taxes withheld for which receipts or other reliable evidence substantiating the remittance of taxes to the appropriate government department or agency are not provided to Seller. Buyer’s obligation to deliver to Seller tax receipts or other reliable evidence issued by the taxing authority shall not apply if Buyer establishes to the reasonable satisfaction of Seller that the appropriate government department or agency does not provide such documentation. Notwithstanding the above, if Buyer is required to pay any such taxes or amounts that Buyer believes is directly attributable to Seller, Buyer shall first provide notice to Seller and give Seller an opportunity to intervene to protect its interest before Buyer makes any payment.

Protest Rights. If the Buyer receives any demand or request for payment of any levies, charges, taxes or contributions for which it would seek indemnity or reimbursement from Seller, Buyer shall promptly and timely notify the Seller in writing of such demand or request. “Promptly and timely” as used in this sub clause means that Buyer must notify Seller so that Seller has enough time and a reasonable opportunity to appeal, protest or litigate the levies, charges, taxes or contributions in an appropriate venue. To the extent that Buyer fails to give prompt and timely notice, Seller has no obligation to, and will not, reimburse Buyer for these levies, charges, taxes or contributions. At Seller’s request and cost, Buyer shall initiate an appeal, protest or litigation in Buyer’s own name if Buyer is the only party that can legally initiate this appeal, protest or litigation. The Buyer shall allow the Seller to control the response to such demand or request and the Buyer shall use its best efforts to appeal against such demand or request. If Buyer is required to pay any levies, charges, taxes or contributions in order to pursue an appeal, protest or litigation, Seller shall reimburse Buyer for that amount promptly upon receipt of a written request from Buyer. Seller shall not be responsible for any compromise made by Buyer without Seller’s prior written consent.

Cooperation. Buyer shall cooperate with Seller, and at the request of Seller, Buyer shall use its best efforts to supply to Seller such information (including documentary information) in connection with its activities as may be required by Seller for any of the following purposes:

a) To enable Seller to comply with the lawful demand or requirement for such information by any appropriate government authority or to ensure that all requirements of the applicable law are being complied with;

b) To enable Seller to conduct, defend, negotiate or settle any claim arising out of, or in connection with, such activities, whether or not such claim shall have become the subject of arbitration or judicial proceedings;

c) To enable Seller to make any application (including, but without limitation, any claim for any allowances or relief) or representation in connection with, or to contest any assessment on, or liability of Seller to any taxes, duties, levies, charges and contributions (and any interest or penalties thereon); or

d) To secure for Seller any beneficial tax treatment and legally minimize any tax obligations in connection with this Agreement.

Seller’s request for such information and documents shall allow Buyer a reasonable time to prepare, provide and submit that information requested. The obligations set forth above shall exist for a period of six (6) years commencing with the date of agreement by Buyer of Seller’s final statement of account under the Agreement, and the Buyer shall retain and shall procure any subcontractor hereunder to retain, all information and documents in connection with its activities under or pursuant to the Agreement as shall enable the Buyer to comply with the above obligations.

4. PAYMENT TERMS

Unless alternate payment terms are specified and agreed to by Seller in writing, all charges, including applicable packing and transportation costs, billed by Seller are payable within net 30 days of the date of invoice. Seller reserves the right to modify or withdraw credit terms at any time without notice. Unless otherwise specified, all payments are due in the currency specified in Seller’s Proposal, Acknowledgment and/or invoice. Interest shall be due from Buyer to Seller on overdue accounts at the maximum rate allowed by law. When partial shipments are made, the goods will be invoiced as shipped and each invoice will be treated as a separate account and be payable accordingly. Payment for goods is due whether or not technical documentation and/or any third party certifications are complete at the time of shipment. Seller shall be entitled to recover all reasonable attorneys’ fees and other costs incurred in the collection of overdue accounts. Seller reserves the right, where a genuine doubt exists as to Buyer’s financial position or if Buyer is in default of any payment obligation, to suspend delivery or performance of any Agreement or any part thereof without liability and without prejudice to, and without limitation of, any other remedy available to Seller until Buyer cures the default or satisfactory security for payment has been provided. Seller shall have the option to extend the delivery date by a time at least equal to the period of such suspension. In the event of Rental, should Buyer default in meeting any of the terms hereunder for any reason, Seller has the right to retrieve all Rentals as detailed in the Proposal and also to collect rental payments due. If Buyer elects to exercise a purchase option for Rental equipment, rental charges will be incurred and will be invoiced until the later of; (i) the end of the agreed rental period; or (ii) 30 days prior to the receipt of total purchase price and all other rental amounts due.

5. DELIVERY

Unless otherwise agreed to by Seller in writing, delivery terms shall be EXW Seller’s premises (INCOTERMS 2010), except to the extent modified by these Terms and Conditions. Where goods are to be supplied from stock, such supply is subject to availability of stocks at the date of delivery. Partial shipments may be made as agreed to by Buyer and Seller. Stated delivery dates are approximate only and cannot be guaranteed. Seller shall have no liability for damages arising out of the failure to keep a projected delivery date, irrespective of the length of the delay. In the event Buyer is unable to accept delivery of goods when tendered, Seller may, at its option, arrange for storage of the goods at Buyer’s sole risk and Buyer shall be liable to Seller for the reasonable cost of such storage. This provision is without prejudice to any other rights which Seller may have with respect to Buyer’s failure to take delivery of goods, which includes the right to invoice Buyer for the goods. Buyer agrees that title to the stored goods will transfer to Buyer upon invoicing notwithstanding Buyer’s inability to accept delivery and that Buyer assumes all risk of loss or damage to the goods from the date title passes to Buyer. Buyer is responsible for all shipping costs from Seller’s premises to the location as designated by the Buyer. All shipping costs for the return of goods from the location specified by Buyer to Seller’s premises shall also be for Buyer’s account.

6. FORCE MAJEURE

If either party is unable by reason of Force Majeure to carry out any of its obligations under this Agreement, other than the obligations to pay money when due and indemnification obligations assumed hereunder, then on such party giving notice and particulars in writing to the other party within a reasonable time after the occurrence of the cause relied upon, such obligations shall be suspended. “Force Majeure” shall include acts of God, laws and regulations, government action, war, civil disturbances, strikes and labor problems, delays of vendors, carriers, lightening, fire, flood, washout, storm, breakage or accident to equipment or machinery, shortage of raw materials, and any other causes that are not reasonably within the control of the party so affected. Seller shall be paid its applicable standby rate, if any, during any such Force Majeure event.

7. CANCELLATION

Orders placed by Buyer and accepted by Seller may be canceled only with the consent of Seller and will subject Buyer to cancellation charges. All of Seller’s documents, drawings and like information shall be returned to Seller upon Buyer’s request for cancellation. No Orders may be canceled subsequent to delivery or shipment, whichever occurs earlier. As estimated actual damages, Buyer agrees to pay Seller the greater of Seller’s actual costs incurred prior to cancellation plus a reasonable profit, or the following minimum cancellation charges:

a) 20% of Agreement value if canceled 30 or more days prior to the original delivery/shipment date;

b) 50% of the Agreement value if canceled thereafter; or

c) 100% of the value of any non-standard items (which are items not built for stock or built to customer specifications).

In the event of Rental, minimum rental charges as stated in the Proposal will apply. Buyer shall verify

the amount of the cancellation charges prior to canceling an order.

8. TITLE AND RISK OF LOSS

For purchased goods, ownership and risk of loss pass to Buyer upon the earlier of (a) Seller’s delivery of the goods, or (b) invoicing by Seller for the goods where Buyer is unable to accept delivery on the scheduled date. Seller retains a security interest in the goods until the purchase price has been paid, and Buyer agrees to perform upon request all acts required to secure Seller’s interest. Seller accepts no responsibility for any damage, shortage or loss in transit. Seller will attempt to pack or prepare all shipments so that they will not break, rust or deteriorate in shipment, but Seller does not guarantee against such damage. Claims for any damage, shortage or loss in transit must be made by Buyer on the carrier.

In the event of Rental, Buyer assumes all risk and liability whether or not covered by insurance, for loss or damage to the Rental machinery or equipment. Risk and liability passes to Buyer upon delivery by Seller. Title to Rental machinery or equipment shall remain with Seller at all times. Buyer acquires no ownership, title or property rights to the Rental machinery or equipment except the right to use the Rental machinery or equipment subject to the terms of this Agreement.

9. LIMITED WARRANTY

New Equipment/Parts. In the case of the purchase of new Equipment/Parts, and solely for the benefit of the original user, Seller warrants, for a period of eighteen (18) months from delivery or twelve (12) months from installation, whichever is earlier, that new Equipment/Parts of its own manufacture shall conform to the material and technical specifications set forth in the Agreement. Goods manufactured by others are sold “as is” except to the extent the manufacturer honors any applicable warranty made by the manufacturer. Secondhand goods are sold “as is”. If the new Equipment/Parts fail to conform with such specifications upon inspection by Seller, Seller will, at its option and as Buyer’s sole remedy, either repair or replace such defective Equipment/Parts with the type originally furnished.

Remanufactured to “As New” Equipment/Parts. Seller warrants to Buyer, that for a period of six (6) months from the date of delivery by Seller or installation of the Equipment/Parts, whichever is earlier, that reconditioned to “as new” Equipment/Parts will be free from defects in material and workmanship. If the reconditioned to “as new” Equipment/Parts fail to conform with such warranty upon inspection by Seller, Seller will, at its option and as Buyer’s sole remedy, either repair or replace such defective Equipment/Parts with the type originally furnished.

Overhauled Equipment/Parts. Seller warrants that for a period of four (4) months from the date of delivery by Seller or three (3) months from installation, whichever is earlier, that overhauled Equipment/Parts will be free from defects in workmanship. If the overhauled Equipment/Parts fail to conform with such warranty upon inspection by Seller, Seller will, at its option and as Buyer’s sole remedy, either repair or replace such defective Equipment/Parts with the type originally furnished. This warranty expressly assumes that parts normally considered consumables (including, but not limited to rubber goods, seals (rubber, polymer and/or metallic) and/or bearings, are replaced during overhaul. If Buyer requests that such parts not be replaced, Seller hereby disclaims any warranty for said overhauled Equipment/Parts.

Service. Seller warrants that the Services to be provided pursuant to this Agreement shall conform to the material aspects of the specifications set forth in the Agreement. Seller shall re-perform that part of the non-conforming Services, provided Seller is notified by Buyer prior to Seller’s departure from the worksite.

Rental. Seller warrants that the Rental equipment to be provided pursuant to this Agreement shall conform to the material aspects of the specifications set forth in the Agreement. Provided Seller is notified by Buyer prior to Seller’s departure from the worksite, Seller shall repair or replace non-conforming Rental equipment. In the event of failure or other non-performance of Seller’s Rental equipment’s contributing to loss of hole, rental rates will apply during re-drill to equivalent TD.

Seller’s warranty obligations hereunder shall not apply if non-conformity or failure was caused by (a) Buyer’s failure to properly store or maintain the equipment or parts; (b) the unauthorized modification, repair or service of the equipment or parts by Buyer; (c) utilization of replacement parts not manufactured by Seller; or (d) use or handling of the equipment by Buyer in a manner inconsistent with Seller’s recommendations. Further, Seller’s warranty obligations under this Article 9 shall terminate if (a) Buyer fails to perform its obligations under this or any other Agreement between the parties, or (b) if Buyer fails to pay any charges due Seller. Any third party warranties provided on equipment or parts not manufactured by Seller are assigned to Buyer, without recourse, at the time of delivery, provided such warranties are assignable.

THIS ARTICLE 9 SETS FORTH BUYER’S SOLE REMEDY AND SELLER’S EXCLUSIVE OBLIGATION WITH REGARD TO NON-CONFORMING EQUIPMENT, PARTS, SERVICES OR RENTAL. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED PURSUANT TO THE PROVISIONS OF THIS ARTICLE 9, SELLER MAKES NO OTHER WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS OR IMPLIED, AND SELLER DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTIBILITY AND FITNESS FOR A PARTICULAR PURPOSE.

10. CHANGES

Seller expressly reserves the right to change, discontinue or modify the design and manufacture of its products without obligation to furnish, retrofit or install products previously or subsequently sold.

11. RETURN OF MAKE TO STOCK GOODS

With Seller’s written approval, unused, incorrectly shipped or “Made to Stock” goods ordered incorrectly, in new condition and of current manufacture and catalog specifications may be returned by Buyer for credit (subject to a restocking fee), provided written request is received within one (1) year after the purchase date. Non-standard goods are not returnable for credit and such goods shall only be accepted for return with the prior written agreement of Seller. Requests for return of goods must show the original purchase order number, invoice number, description of material, and date of purchase. Return of goods does not relieve Buyer of the obligation to make payment against Seller’s invoice, and any credit or refund allowed will be issued following Seller’s receipt of the goods. The credit allowed on returned goods, if any, is a merchandise credit and is applicable only against future purchases of Seller goods. The credit given will be solely in Seller’s discretion and may be based on the original or a subsequently adjusted price. A charge will be assessed to clean-up, refinish and restock the goods, if applicable. No rubber or electronic products or components may be returned for credit after six (6) months from date of purchase.

12. LIABILITIES, RELEASES AND INDEMNIFICATION

For purpose of this Article 12, the following definitions shall apply:

“Seller Group” shall mean (i) Seller, its parent, subsidiary or related companies, (ii) its and their working interest owners, co-lessees, co-owners, partners, joint venturers, if any, and their respective parents, subsidiary or related companies and (iii) the officers, directors, employees, consultants, agents and invitees of all of the foregoing.

“Buyer Group” shall mean (i) Buyer, its parent, subsidiary or related companies, (ii) its and their working interest owners, co-lessees, co-owners, partners, joint venturers, if any, and their respective parents, subsidiary or related companies and (iii) the officers, directors, employees, consultants, agents and invitees of all of the foregoing.

“Claims” shall mean all claims, demands, causes of action, liabilities, damages, judgments, fines, penalties, awards, losses, costs, expenses (including, without limitation, attorneys’ fees and costs of litigation) of any kind or character arising out of, or related to, the performance of or subject matter of this Agreement (including, without limitation, property loss or damage, personal or bodily injury, sickness, disease or death, loss of services and/or wages, or loss of consortium or society).

a) Seller shall release, indemnify, defend and hold Buyer Group harmless from and against any and all Claims in respect of personal or bodily injury to, sickness, disease or death of any member of Seller Group or Seller Group’s subcontractors or their employees, agents or invitees, and all Claims in respect of damage to or loss or destruction of property owned, leased, rented or hired by any member of Seller Group or Seller Group’s subcontractors or their employees, agents or invitees.

b) Buyer shall release, indemnify, defend and hold Seller Group harmless from and against any and all Claims in respect of personal or bodily injury to, sickness, disease or death of any member of Buyer Group or Buyer Group’s other contractors or their employees, agents or invitees, and all Claims in respect of damage to or loss or destruction of property owned, leased, rented or hired by any member of Buyer Group or Buyer Group’s other contractors or their employees, agents or invitees.

c) Each party covenants and agrees to support the mutual indemnity obligations contained in Paragraphs (a) and (b) above, by carrying equal amounts of insurance (or qualified self insurance) in an amount not less than U.S. $5,000,000.00.

d) Notwithstanding anything contained in this Agreement to the contrary, in all instances where Seller is providing Services at a well site, Buyer, to the maximum extent permitted under applicable law, shall release, indemnify, defend and hold Seller Group and Seller Group subcontractors harmless from and against any and all Claims asserted by or in favor of any person or party, including Seller Group, Buyer Group or any other person or party, resulting from: (i) loss of or damage to any well or hole (including but not limited to the costs of re-drill), (ii) blowout, fire, explosion, cratering or any uncontrolled well condition (including but not limited to the costs to control a wild well and the removal of debris), (iii) damage to any reservoir, geological formation or underground strata or the loss of oil, water or gas therefrom, (iv) pollution or contamination of any kind (other than surface spillage of fuels, lubricants, rig sewage or garbage, to the extent attributable to the negligence of Seller Group, including but not limited to the cost of control, removal and clean-up, or (v) damage to, or escape of any substance from, any pipeline, vessel or storage facility.

e) NOTWITHSTANDING ANYTHING CONTAINED IN THIS AGREEMENT TO THE CONTRARY, NEITHER PARTY SHALL BE LIABLE TO THE OTHER AND EACH PARTY RELEASES THE OTHER FOR ANY INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES OR LOSSES (WHETHER FORESEEABLE AT THE DATE OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOST PRODUCTION, LOST REVENUE, LOST PRODUCT, LOST PROFIT, LOST BUSINESS OR BUSINESS OPPORTUNITIES.

f) Seller’s total liability for all claims, damages, causes of action, demands, judgments, fines, penalties, awards, losses, costs and expenses (including attorney’s fees and cost of litigation) shall be limited to and shall not exceed the value of the Equipment, Parts, Services or Rental purchased under the Agreement.

g) THE EXCLUSIONS OF LIABILITY, RELEASES AND INDEMNITIES SET FORTH IN PARAGRAPHS A. THROUGH F. OF THIS ARTICLE 12 SHALL APPLY TO ANY CLAIM(S), LOSSES OR DAMAGES WITHOUT REGARD TO THE CAUSE(S) THEREOF, INCLUDING BUT NOT LIMITED TO PRE-EXISTING CONDITIONS, WHETHER SUCH CONDITIONS BE PATENT OR LATENT, THE UNSEAWORTHINESS OF ANY VESSEL OR VESSELS, IMPERFECTION OF MATERIAL, DEFECT OR FAILURE OF PRODUCTS OR EQUIPMENT, BREACH OF REPRESENTATION OR WARRANTY (EXPRESS OR IMPLIED), ULTRAHAZARDOUS ACTIVITY, STRICT LIABILITY, TORT, BREACH OF CONTRACT, BREACH OF DUTY (STATUTORY OR OTHERWISE), BREACH OF ANY SAFETY REQUIREMENT OR REGULATION, OR THE NEGLIGENCE OR OTHER LEGAL FAULT OR RESPONSIBILITY OF ANY PERSON (INCLUDING THE INDEMNIFIED OR RELEASED PARTY), WHETHER SUCH NEGLIGENCE BE SOLE, JOINT OR CONCURRENT, ACTIVE OR PASSIVE.

h) Redress under the indemnity provisions set forth in this Article 12 shall be the exclusive remedy(ies) available to the parties hereto for the matters, claims, damages and losses covered by such provisions.

13. INSURANCE

Upon written request, each party shall furnish to the other party certificates of insurance evidencing the fact that the adequate insurance to support each party’s obligations hereunder has been secured. To the extent of each party’s release and indemnity obligations expressly assumed by each party hereunder, each party agrees that all such insurance policies shall, (a) be primary to the other party’s insurance; (b) include the other party, its parent, subsidiary and affiliated or related companies, and its and their respective officers, directors, employees, consultants and agents as additional insured; and, (c) be endorsed to waive subrogation against the other party, its parent, subsidiary and affiliated or related companies, and its and their respective officers, directors, employees, consultants and agents.

14. GOVERNING LAW

Except for Equipment, Parts, Services or Rental provided, or to be provided, by Seller in North or South America (the “America’s”), this Agreement shall be governed by and interpreted in accordance with the laws of England and Wales, excluding conflicts and choice of law principles. All disputes arising out of or in connection with this Agreement shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with said rules. Arbitration shall be held in London, England and shall be conducted in the English language.

For Equipment, Parts, Services or Rental provided, or to be provided, by Seller in the America’s, this Agreement shall be governed by and interpreted in accordance with the substantive laws of the State of Texas, excluding conflicts and choice of law principles. Any dispute, action or proceeding arising out of or relating to this Agreement must be brought in a state or federal court sitting in Harris County, Texas, and each of the parties hereby agrees to irrevocably submit itself to the exclusive jurisdiction of each such court in any such action or proceeding and waives any objection it may now or hereafter have to venue or convenience of forum.

Seller retains the right to arbitrate any all disputes that may arise in connection with the provision of the Equipment, Parts, Services or Rental.

15. OWNERSHIP AND PATENT INDEMNITY

All software used in connection with the Equipment, Parts, Services or Rental, either purchased or rented from Seller, is copyrighted and owned by Seller and licensed to Buyer. Seller warrants that the use or sale of Equipment or Parts hereunder will not infringe patents of others by reason of the use or sale of such Equipment or Parts per se, and hereby agrees to hold Buyer harmless against judgment for damages for infringement of any such patent, provided that Buyer shall promptly notify Seller in writing upon receipt of any claim for infringement, or upon the filing of any such suit for infringement, whichever first occurs, and shall afford Seller full opportunity, at Seller’s option and expense, to answer such claim or threat of suit, assume the control of the defense of such suit, and settle or compromise same in any way Seller sees fit. Seller does not warrant that such Equipment or Parts: (a) will not infringe any such patent when not of Seller’s manufacture, or specially made, in whole or in part, to the Buyer’s design specifications; or (b) if used or sold in combination with other materials or apparatus or used in the practice of processes, will not, as a result of such combination or use, infringe any such patent, and Seller shall not be liable and does not indemnify Buyer for damages or losses of any nature whatsoever resulting from actual or alleged patent infringement arising pursuant to (a) and (b) above. THIS ARTICLE STATES THE ENTIRE RESPONSIBILITY OF SELLER CONCERNING PATENT INFRINGEMENT.

16. REGULATORY COMPLIANCE

By acceptance of delivery under this Agreement, Buyer warrants it has complied with all applicable governmental, statutory and regulatory requirements and will furnish Seller with such documents as may be required. Seller warrants and certifies that in the performance of this Agreement, it will comply with all applicable statutes, rules, regulations and orders in effect at the time of Agreement execution, including laws and regulations pertaining to labor, wages, hours and other conditions of employment, and applicable price ceilings if any. Seller will not provide any certification or other documentation nor agree to any contract provision or otherwise act in any manner which may cause Seller to be in violation of applicable United States law, including but not limited to the Export Administration Act of 1979 and regulations issued pursuant thereto. No provision in this Agreement shall be interpreted or applied which would require any party to do or refrain from doing any act which would constitute a violation of, or result in a loss of economic benefit under, any anti-boycott including but not limited to any such law of the United States. All Orders shall be conditional upon granting of export licenses or import permits which may be required. Buyer shall obtain at its own risk any required export license and import permits and Buyer shall remain liable to accept and pay for material if licenses are not granted or are revoked.

17. CONFIDENTIAL INFORMATION

Each party recognizes and acknowledges that it shall maintain all data, information, disclosures, documents, drawings, specifications, patterns, calculations, technical information and other documents (collectively, “Confidential Information”) obtained from the other party in strict confidence. However, nothing hereinabove contained shall deprive the party receiving the Confidential Information of the right to use or disclose any information: (a) which is, at the time of disclosure, known to the trade or public; (b) which becomes at a later date known to the trade or the public through no fault of the party receiving the Confidential Information and then only after said later date; (c) which is possessed by the party receiving the Confidential Information, as evidenced by such party’s written records, before receipt thereof from the party disclosing the Confidential Information; (d) which is disclosed to the party receiving the Confidential Information in good faith by a third party who has an independent right to such information; (e) which is developed by the party receiving the Confidential Information as evidenced by documentation, independently of the Confidential Information; or, (f) which is required to be disclosed by the party receiving the Confidential Information pursuant to an order of a court of competent jurisdiction or other governmental agency having the power to order such disclosure, provided that the party receiving the Confidential Information uses its best efforts to provide timely notice to the party disclosing the Confidential Information of such order to permit such party an opportunity to contest such order. In the event that Seller owns copyrights to, patents to or has filed patent applications on, any technology related to the Equipment, Parts, Services or Rental furnished by Seller hereunder, and if Seller makes any improvements on such technology, then Seller shall own all such improvements, including drawings, specifications, patterns, calculations, technical information and other documents.

18. INDEPENDENT CONTRACTOR

It is expressly understood that Seller is an independent contractor, and that neither Seller nor its principle, partners, employees or subcontractors are servants, agents or employees of Buyer. In all cases where Seller’s employees (defined to include Seller’s and its subcontractors, direct, borrowed, special, or statutory employees) are covered by the Louisiana Worker’s Compensation Act. La. R.S. 23:102 et seg., Seller and Buyer agreed that all Equipment, Parts, Services or Rental provided by Seller and Seller’s employees pursuant to this Agreement are an integral part of and are essential to the ability of Buyer to generate Buyer’s goods, products, and services for the purpose of La. R.S. 23:106(A) (1). Furthermore, Seller and Buyer agree that Buyer is the statutory employer of all of Seller’s employees for the purpose of La. R.S. 23:1061(A) (3).

19. ADDITIONAL RENTAL TERMS AND CONDITIONS

Unless otherwise indicated, the rental rates contained in Seller’s Proposal are on a per day basis and such rates shall apply to each piece of equipment or part rented. Seller represents that it has fully inspected the Rental equipment and parts as detailed in the Agreement and that said equipment and parts are in good condition and repair, and are fully acceptable for use as specified in the Agreement. Furthermore, Seller represents that the Rental equipment and parts are not subject to any encumbrances or liens, and that Seller has full title to the equipment and parts, and thus, Seller is authorized to enter into and execute this Agreement.

Buyer represents that it shall use the Rental equipment and parts in a careful and proper manner and shall comply with all laws, ordinances and regulations relating to the possession, use and maintenance of the equipment and parts in accordance with Seller’s approved procedures. In the event the parties agree that the Buyer shall operate the Rental equipment and parts, Buyer further represents that the Rental equipment and parts will be operated by skilled employees trained in the use of the Rental equipment and parts. Buyer shall keep the Rental equipment and parts free and clear of all liens and encumbrances arising in connection with Buyer’s operations and/or use of the Rental equipment and parts. Buyer, at its sole cost, shall provide and maintain insurance against the loss, theft, damage or destruction of the Rental equipment and parts. The coverage shall be in an amount not less than the new replacement price of the Rental equipment and parts. NOV shall provide equipment and parts prices at execution of this Agreement.

At the expiration of the applicable rental term, Buyer will at its sole cost return the Rental equipment to the facility designated by Seller, in working condition (reasonable wear and tear excepted). Upon receipt of the returned Rental equipment, Seller will service and inspect the Rental equipment. In the event Seller determines that the Rental equipment is materially damaged or not in working condition (reasonable wear and tear excepted), any service work required to bring the Rental equipment to good working condition will be charged back to the Buyer. Such charges may include service, inspection, and spare parts.

20. GENERAL

Failure of Buyer or Seller to enforce any of the terms and conditions of this Agreement shall not prevent a subsequent enforcement of such terms and conditions or be deemed a waiver of any subsequent breach. Should any provisions of this Agreement, or portion thereof, be unenforceable or in conflict with applicable governing country, state, province, or local laws, then the validity of the remaining provisions, and portions thereof, shall not be affected by such unenforceability or conflict, and this Agreement shall be construed as if such provision supersedes all prior oral or written agreements or representations. Buyer acknowledges that it hast not relied on any representations other than those contained in this Agreement. This Agreement shall not be varied, supplemented, qualified, or interpreted by any prior course of dealing between the parties or by any usage of trade and may only be amended by an agreement executed by an authorized representative of each party.

*****

EX-10.11 9 a2232179zex-10_11.htm EX-10.11

Exhibit 10.11

EMPLOYMENT AGREEMENT

BY AND BETWEEN

TORRENT ENERGY SERVICES, LLC AND

LANCE PERRYMAN

Dated as of September 16, 2014

TABLE OF CONTENTS

A.	Terms of Employment	1
1.	Term	1
2.	Duties and Related Matters	1
3.	Compensation and Benefits	2
4.	Termination of Employment	4
5.	Fiduciary Duty	7

B.	Confidentiality	7
1.	Torrent’s Promise to Provide Confidential Information	7
2.	The Value of Confidential Information	8
3.	Perryman’s Promise Not to Use or Disclose Torrent’s Confidential Information	8
4.	Perryman’s Agreement Not to Remove Confidential Information	9
5.	Perryman’s Agreement to Return Confidential Information and Property	9
6.	Torrent’s Right to Inspect	10

C.	Works	10
1.	Assignment of Work Product	10
2.	Patent and Copyright Registrations	11

D.	Protective Covenants	11
1.	Non-Interference; Non-Solicitation	11
2.	Non-Competition	12
3.	No-Recruitment	12
4.	Non-Disparagement	12
5.	Nature of the Restrictions	13
6.	Survival of Covenants	13
7.	Injunctive Relief	13

E.	Miscellaneous	14
1.	Notification of Subsequent Employers	14
2.	Governing Law and Venue	14
3.	Severability and Reform	14
4.	Successors and Assigns	14
5.	Cooperation	15
6.	Waiver	15
7.	Counterparts	15
8.	Ambiguities	15
9.	Headings	15
10.	Notices	15
11.	Entire Agreement and Amendment	16
12.	Understand Agreement	16
13.	Modification of Agreement	16
14.	Compliance with Section 409A	16

Exhibit A	Disclosure of Board Service
Exhibit B	Disclosure of Permitted Activities
Exhibit C	Termination Certificate

EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT (“Agreement”) is entered into effective as of September 16, 2014 (the “Effective Date”), by and between Torrent Energy Services, LLC (“Torrent”) (f/k/a Torrent Acquisition, LLC) a Delaware limited liability company with its principal place of business at 5950 Berkshire Lane, Suite 1401, Dallas, Texas 75225, and Lance Perryman (“Perryman”). Perryman and Torrent are collectively referred to in this Agreement as the “Parties” and individually, a “Party.”

RECITALS

WHEREAS, Torrent desires to employ Perryman, and Perryman desires to be employed by Torrent;

WHEREAS, Torrent desires that Perryman be employed by Torrent to carry out the duties and responsibilities described below, all on the terms and conditions hereinafter set forth, and Perryman desires to accept such employment on such terms and conditions; and

WHEREAS, Torrent and Perryman desire to set forth in writing the terms and conditions of their agreement and understandings with respect to the employment of Perryman.

NOW, THEREFORE, in consideration of the promises and mutual covenants herein contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

AGREEMENT

A. Terms of Employment.

1. Term. As of the Effective Date, Torrent hereby employs Perryman as Chief Executive Officer (“CEO”) and Perryman hereby accepts such employment, according to the terms and conditions set forth in this Agreement. Perryman’s employment shall be for a term of two (2) years, commencing on the Effective Date (the “Initial Term”), unless earlier terminated in accordance with Section A.4. Thereafter, this Agreement shall be renewed automatically for an additional one (1) year term (the “First Extended Term”) unless (a) either party, at least sixty (60) days prior to the end of the Initial Term, delivers to the other party written notice of its election not to renew this Agreement or (b) this Agreement is otherwise terminated by either party in accordance with Section A.4. At the end of the First Extended Term, this Agreement shall be renewed automatically for an additional one (1) year term (the “Second Extended Term”) unless (a) either party, at least sixty (60) days prior to the end of the First Extended Term, delivers to the other party written notice of its election not to renew this Agreement or (b) this Agreement is otherwise terminated by either party in accordance with Section A.4. The period during which Perryman is employed under this Agreement (including the First Extended Term and Second Extended Term) will be referred to as the “Employment Period.”

2. Duties and Related Matters.

(a) Duties. Perryman agrees to discharge faithfully, diligently, and to the best of his ability during the Employment Period the duties normally incidental to the position of CEO, subject to the direction and control of the Board of Managers of Torrent Energy Holdings, LLC (“Parent”), other than Perryman (the “Board”). Perryman agrees to serve in such other capacities and perform such other duties not inconsistent with the position of CEO of Torrent and the LLC Agreement of Parent, as the Board may reasonably direct from time to time. Perryman agrees that, during the Employment Period, he will devote his entire business time, skills, energy, knowledge, and best efforts to the business and affairs of Torrent and that he will not engage, directly or indirectly, in any other business interests or activities, whether or not similar to that of Torrent, other than (i) to monitor, direct and otherwise participate as he deems necessary to address outstanding or new litigation in which he or TES Windup, LLC, f/k/a Torrent Energy Services LLC, a Texas limited liability company (“TES”) or TES’ equity owners are or may become a party and to handle the winding up and termination of TES, (ii) Permitted Activities on Exhibit B or (iii) with the express consent of the Board. This does not apply to personal or family affairs, including passive interests and/or investments, hobbies, or recreation, except to the extent that such activities are constrained by this Agreement. Perryman shall be permitted to serve on any profit or non-profit Board of Directors disclosed on the attached Exhibit A. Any positions not set forth on Exhibit A must be approved by the Board. Perryman shall disclose on the attached Exhibit B any private energy-related company (other than Torrent and Parent), in which Perryman has an interest or investment, and such Permitted Activities listed on Exhibit B shall be permitted activities of Perryman not in breach of this Agreement. Notwithstanding anything in this Agreement to the contrary, Perryman may invest in mutual funds for which Perryman does not control the investment decisions of the manager thereof or hold equity in any publicly-held entity listed on a Recognized Stock Exchange (as defined in the LLC Agreement of Parent), whether or not such publicly-held entity competes with the Company so long as he owns less than 1% of any class of securities thereof. Torrent agrees to provide the staff, facilities, computer equipment, office space, reasonable secretarial support, cell phone and tools which are reasonably necessary for Perryman to perform his duties.

3. Compensation and Benefits. The Board shall determine any increases in Perryman’s Base Salary (which may not be decreased without his written consent) and any increases or decreases in Additional Retirement Benefits, Incentive Compensation, notice of termination of the Employment Period, the establishment, modification and termination of benefit plans and programs for employees and management of Torrent, and those Torrent policies, procedures and other practices relating to Perryman’s employment as referred to in this Agreement.

(a) Base Salary. Perryman shall receive a gross monthly base salary of $15,416.67 (the “Base Salary”), less applicable deductions and tax withholdings. Torrent shall pay the Base Salary in accordance with its usual and customary payroll practices but no less frequently than biweekly.

(b) Signing Bonus. Torrent shall pay Perryman a signing bonus in the amount of $49,359.00, less applicable deductions and tax withholdings, payable in a lump sum within fourteen (14) days of the Effective Date of this Agreement.

(i) A car allowance in the amount of $625.00 per pay period;

(ii) Eligible for any medical and dental plan adopted by Torrent in which executive officers or employees of Torrent are generally eligible to participate subject to generally applicable terms thereof, including full payment of medical, dental and vision insurance premiums by Torrent for Perryman.

(iii) Eligible to participate in pension and welfare benefit plans which are adopted by Torrent in which executive officers or employees of Torrent are generally eligible to participate. Torrent reserves the right to modify or discontinue these benefits upon reasonable notice and provided that Perryman receives benefits at least equal to the other members of management.

(iv) Eligible for all other benefit plans and programs, including, but not limited to, life insurance, accidental death and dismemberment insurance, and short-term and long-term disability coverage, profit sharing plans, incentive compensation plans, fringe benefit plans and other benefit plans which are made available from time to time to other management personnel of Torrent, on a basis consistent with such participation and subject to the terms of the plan documents. Torrent reserves the right to modify or discontinue these benefits upon reasonable notice and provided that Perryman receives benefits at least equal to the other members of management.

(d) Additional Retirement Benefits. Torrent may establish, at its discretion, an additional retirement plan for Perryman (the “Additional Retirement Benefits”). The amount of Torrent’s annual contributions, if any, shall be determined annually by the Board. The terms of the retirement plan established shall control and provide that the annual contributions, if any, will be made during the first quarter of each year of the Employment Period and that Perryman shall be paid the deferred benefit upon separation from Torrent in a manner required by or exempt from Section 409A of the Internal Revenue Code of 1986, as amended, or any regulations or Treasury guidance promulgated thereunder (“Section 409A”).

(e) Incentive Compensation. Perryman shall be eligible at the end of each fiscal year for an incentive compensation payment in any such amount as may be determined by the Board, in its sole discretion (the “Incentive Compensation”). The Incentive Compensation shall be based solely on the Board’s assessment of Perryman’s achievement of the strategic and operating priorities set out for Perryman at the beginning of the fiscal year. The Board retains sole discretion to determine the propriety and amount of the Incentive Compensation, as well as when the Incentive Compensation shall be paid, if so awarded. If any Incentive Compensation is awarded, it shall be paid no later than March 15 of the calendar year following the calendar year in which it was earned.

(f) Vacation, Sick Leave, and Holidays. Perryman shall be entitled to three (3) weeks, or fifteen (15) days, of paid vacation each year, which shall roll over to the next succeeding year if not used, provided that Perryman may not accrue more than four (4) weeks of

paid vacation at any given time. Perryman additionally shall be entitled to paid sick leave and holidays as Torrent may provide in its policies and procedures applicable to management personnel.

(g) Reimbursement of Business Related Expenses. Perryman may from time to time incur reasonable business expenses in the performance of his duties under this Agreement. Following submission and approval of accurately documented business related expenses in accordance with Torrent’s policies, Torrent shall reimburse Perryman in accordance with Torrent’s established policies and procedures. Request for reimbursement of business related expenses must be submitted to a Manager of Torrent within sixty (60) days of Perryman incurring the expenses.

(h) Proration. The Base Salary and perquisites payable to Perryman hereunder in respect of any calendar year during which Perryman is employed by Torrent for less than the entire year shall be prorated in accordance with the number of days in such calendar year during which Perryman is so employed.

4. Termination of Employment.

(a) Definitions.

(1) “Cause” shall mean:

(i) Perryman’s failure or refusal to perform substantially all of his material duties, responsibilities, and obligations (other than a failure resulting from a Disability), as determined in good faith by the Board;

(ii) Perryman’s repeated failure or refusal to implement, perform, or adhere to reasonable directives, orders, or written policies of the Board as determined in good faith by the Board;

(iii) any act by Perryman involving gross misconduct or malfeasance in performance of such Perryman’s duties, as determined in good faith by the Board;

(iv) any act involving fraud, misrepresentation, theft, embezzlement, dishonesty, or moral turpitude (“Fraud”), as determined in good faith by the Board;

(v) conviction of (or a plea of nolo contendere to) an offense which is a felony in the jurisdiction involved, or which is a misdemeanor in the jurisdiction involved but which involves Fraud;

(vi) a material breach of this Agreement or any non- competition, non-solicitation, non-interference or confidentiality agreement between Perryman and Parent or Torrent, including, without limitation, any breach of the non-competition, non-solicitation, non- recruitment, or confidentiality provisions of this Agreement; or

(vii) Perryman’s gross negligence in discharging any material part of his duties or obligations, as determined in good faith by the Board.

Provided that in the event that any of the foregoing events is capable of being cured, as determined in good faith by the Board, the Board shall provide written notice to Perryman describing the nature of such event, and Perryman shall thereafter have ten (10) business days to cure such event to the satisfaction of the Board. This time to cure may be extended if agreed to by the Parties in writing.

(2) A “Disability” shall mean the physical or mental inability of Perryman, with reasonable accommodation, to perform in all material respects the duties of CEO of Torrent based upon an examination and determination of a physician (medical doctor licensed to practice medicine in the State of Texas) reasonably acceptable to the Board, which physical or mental inability or impairment has continued for more than one hundred eighty (180) consecutive days, and is expected by the physician to continue indefinitely. Perryman shall be considered to have a Disability (i) if he is determined to be totally disabled by the Social Security Administration, or (ii) if he is determined to be disabled under Torrent’s long-term disability plan in which Perryman participates and if such plan defines “disability” in a manner that is consistent with the immediately preceding sentence.

(3) A “Good Reason” shall mean any of the following (without Perryman’s express written consent):

(i) a material diminution in Perryman’s Base Salary;

(ii) requiring Perryman to perform his duties hereunder at a principal location which is more than 25 miles from the location where Perryman performs services for Torrent as of the date of this Agreement, which is 1304 Langham Creek, Suite 212, Houston, Texas 77084;

(iii) a material reduction in Perryman’s functions, duties, title, or responsibilities hereunder; or

(iv) material breach by Torrent of any material provision of this Agreement, the LLC Agreement or any other agreement between the Company and Perryman.

However, Good Reason shall exist with respect to an above specified matter only if such matter is not corrected, or begun to be corrected, by Torrent within ninety (90) days after the receipt by the Board of written notice of such matter from Perryman. Any such notice from Perryman must be provided within ninety (90) days after Perryman learns of the specified event. In no event shall a termination by Perryman occurring more than ninety (90) days following the initial date of the event described to be a termination for Good Reason due to such event, whether that event is corrected or not.

(4) “Termination Date” shall mean the date Perryman’s employment with Torrent terminates or is terminated for any reason pursuant to this Agreement, and which constitutes a “separation from service” for purposes of Section 409A.

(b) Termination by Torrent Without Cause or by Perryman for Good Reason: Benefits. In the event Torrent terminates Perryman’s employment with Torrent without Cause, or if Perryman terminates his employment with Torrent for Good Reason, this Agreement shall terminate and Perryman shall be entitled to (1) payment of accrued Base Salary, accrued but unused vacation, and unreimbursed business expenses through the Termination Date (the “Accrued Obligations”), payable in a lump sum within fourteen (14) days following the Termination Date or earlier if required by law, and (2) provided that Perryman executes and returns a release of claims, in a form and substance mutually agreed, and such release becomes irrevocable on or prior to the sixtieth (60th) day following the termination of Perryman’s employment, and subject to Perryman’s continued compliance with Sections, B, C and D in this Agreement (i) an amount equal to nine (9) months of Perryman’s Base Salary less applicable taxes and withholdings (the “Severance Payments”), payable in equal biweekly payments over a period of nine (9) months, with the first installment commencing on the sixtieth (60th) day following the termination of Perryman’s employment, and (ii) in the Board’s sole discretion, the Incentive Compensation amount Perryman would have earned had Perryman remained employed with the Company, pro-rated by the number of days Perryman worked for the Company for the applicable bonus year (“Severance Incentive Compensation”), payable at the time bonuses are ordinarily paid. In the event Perryman fails to comply with Sections, B, C and D in this Agreement or does not timely execute and return (or otherwise revokes) a release of claims in the form and substance mutually agreed, Perryman shall not be entitled to the Severance Payments or the Severance Incentive Compensation. Perryman understands that in the event of a termination by Torrent without Cause or by Perryman for Good Reason, Perryman will be subject to Sections, B, C and D of this Agreement and Perryman will not be compensated in any manner for these covenants other than the Severance Payments provided he executes a release of claims.

(c) Termination in the Event of Death: Benefits. If Perryman’s employment with Torrent is terminated by reason of Perryman’s death during the Employment Period, this Agreement shall terminate without further obligation to Perryman’s legal representatives under this Agreement, other than for payment of the Accrued Obligations and any benefits under an applicable benefit plan. The Accrued Obligations shall be paid to Perryman’s estate in a lump sum in cash within thirty (30) days after the Termination Date, or earlier as required by law. In the event of a termination by reason of death, Perryman will not be entitled to any Incentive Compensation.

(d) Termination in the Event of Disability: Benefits. If Perryman’s employment with Torrent is terminated by reason of Perryman’s Disability during the Employment Period, this Agreement shall terminate without further obligation to Perryman under this Agreement, other than for payment of the Accrued Obligations and any benefits under an applicable benefit plan. The Accrued Obligations shall be paid to Perryman in a lump sum in cash within thirty (30) days after the Termination Date, or earlier as required by law. Perryman understands that in the event of a termination by reason of Perryman’s Disability, Perryman will be subject to the Protective Covenants described in Section D of this Agreement and Perryman

will not be compensated in any manner for these Protective Covenants. In addition, Perryman will not be entitled to any Incentive Compensation.

(e) Voluntary Termination by Perryman without Good Reason and Termination by Torrent for Cause: Benefits. Perryman may voluntarily terminate his employment with Torrent without Good Reason by giving written notice of his intent and stating an effective Termination Date at least ninety (90) days after the date of such notice; provided, however, that this notice period may be waived by the Board if done so upon a recorded majority vote of the Board. Upon a voluntary termination by Perryman without Good Reason or termination of Perryman’s employment by Torrent for Cause, this Agreement shall terminate without further obligation to Perryman under this Agreement, other than for payment of the Accrued Obligations and any benefits due under an applicable benefit plan. The Accrued Obligations shall be paid to Perryman in a lump sum in cash within thirty (30) days after the Termination Date, or earlier as required by law. Perryman understands that in the event of a voluntary termination by Perryman without Good Reason or termination for Cause by Torrent, Perryman will be subject to Sections, B, C and D of this Agreement and Perryman will not be compensated in any manner for these covenants. In addition, Perryman understands that in the event of a voluntary termination by Perryman without Good Reason or termination for Cause by Torrent, Perryman will not be entitled to any Incentive Compensation.

5. Fiduciary Duty. The Parties agree that Perryman’s employment as CEO of Torrent, as specified in this Agreement, gives rise to the fiduciary duties that a Chief Executive Officer of a Delaware corporation would have to that corporation and its stockholders.

B. Confidentiality.

1. Torrent’s Promise to Provide Confidential Information. During Perryman’s employment, Torrent agrees to provide Perryman access to Torrent’s Confidential Information (defined below), to which Perryman has not previously had access or knowledge, which is not known to Torrent’s competitors or within Torrent’s industry generally, which was developed by Torrent over a long period of time and/or at its substantial expense, and which is of great competitive value to Torrent, and access to Torrent’s customers and clients. For purposes of this Agreement, “Confidential Information” means any trade secrets or confidential or proprietary information of Torrent, whether disclosed directly or indirectly, in writing, orally, electronically, or by inspection of tangible objects, including, without limitation, all ideas, materials, documents, information, data, methods, strategies, equipment or plans, in any format, location, or media, which are developed or used by or in the possession of Torrent, whether pertaining to or belonging to Torrent, its Affiliates, clients, customers, business partners, consultants, or vendors, and which is not generally known to the public and outside of Torrent, but in all cases relates to Torrent’s business, assets, equity owners or operations. Confidential Information specifically includes, without limitation, Torrent’s and its Affiliates’ information regarding the following: client and potential client identity and history; current or potential business opportunities; business partners and potential business partners’ identity and history; business proposals; methods and practices of doing business and strategic growth plans; pricing formulas, structures, or practices; calculations, rates, costs, and gross and net profit margins; funding sources; finances, budgets, advertising, sales/services plans, forecasts, strategies, statistics, reports and data; routing information; design plans, models, drawings, specifications, experiments, technical

data, software, know-how, and research data; marketing methods; personnel information, including compensation data; and any other information, materials, documents, data, or other intellectual property of any kind whatsoever that Torrent, its Affiliates, clients, customers, business partners, consultants, or vendors designate or treat as confidential. “Affiliate,” as used in this Agreement, means any parent or subsidiary company of Torrent, or any other entity in any form, of which Torrent has any controlling ownership interest or management control in the operation of its business, or vice-versa, as determined by Torrent. “Confidential Information” does not include information which (i) was or becomes generally available to the public other than as a result of a breach of this Agreement by Perryman; (ii) was or becomes available to Perryman on a non-confidential basis prior to disclosure to Perryman by Torrent, its subsidiaries or any of their respective representatives; (iii) was or becomes lawfully available to Perryman on a non-confidential basis from sources other than Torrent, its subsidiaries or any of their respective representatives, provided, however, that Perryman does not know that such sources are prohibited by contractual, legal or fiduciary obligation from transmitting the information; (iv) is independently developed by Perryman without the use of any such information received under this Agreement, or (v) is disclosed in connection with litigation to the extent necessary to enforce Perryman’s rights under this Agreement.

2. The Value of Confidential Information. By executing this Agreement, Perryman agrees that the Confidential Information constitutes valuable, special, and unique assets of Torrent, developed at great expense by Torrent, the unauthorized use or disclosure of which would cause irreparable harm to Torrent. Perryman acknowledges that the Confidential Information is Torrent’s exclusive property and is to be held by Perryman in trust and solely for Torrent’s benefit. Perryman further acknowledges that the Confidential Information may include “trade secrets” under Texas or other applicable laws and, in addition to the other protections provided in this Agreement, all trade secrets shall be provided the protections and benefits under Texas and any other applicable law.

3. Perryman’s Promise Not to Use or Disclose Torrent’s Confidential Information. Perryman acknowledges and agrees that Torrent owns the Confidential Information. Perryman agrees not to dispute, contest, or deny any such ownership rights either during or after Perryman’s employment with Torrent. Perryman agrees to preserve and protect the confidentiality of all Confidential Information except that Confidential Information may be used and disclosed by Perryman in the ordinary course of carrying out his duties and employment under this Agreement, to file his taxes and to enforce his rights hereunder without Perryman being in breach of this Agreement. Perryman agrees that during the period of Perryman’s employment with Torrent and after his termination from employment for any reason, Perryman shall not directly or indirectly, disclose to any unauthorized person or use for Perryman’s own account any Confidential Information without Torrent’s consent except as set forth above. Throughout Perryman’s employment with Torrent and thereafter: (i) Perryman shall hold all Confidential Information in the strictest confidence, take all reasonable precautions to prevent its inadvertent disclosure to any unauthorized person, and follow all Torrent policies protecting the Confidential Information; and (ii) Perryman shall not, directly or indirectly, utilize, disclose or make available to any other person or entity, any of the Confidential Information, other than in the ordinary course of the performance of Perryman’s duties. Further, Perryman shall not, directly or indirectly, use Torrent’s Confidential Information to: (1) call upon, solicit business from, attempt to conduct business with, conduct business with, interfere

with or divert business away from any customer, client, vendor or supplier of Torrent with whom or which Torrent conducted business; and/or (2) recruit, solicit, hire or attempt to recruit, solicit, or hire, directly or by assisting others, any persons employed by Torrent. During Perryman’s employment, Torrent will receive from third parties their confidential and/or proprietary information, subject to a duty on Torrent’s part to maintain the confidentiality of and to use such information only for certain limited purposes. Perryman agrees to hold all such confidential or proprietary information in strictest confidence and not to disclose it to any person or organization or to use it except as necessary in the course of Perryman’s employment with Torrent and in accordance with Torrent’s agreement with such third party. If Perryman learns that any person or entity is taking or threatening to take any actions which would compromise the confidentiality of any Confidential Information, Perryman shall promptly advise Torrent of all facts concerning such action or threatened action. Perryman shall advise all persons to whom any Confidential Information shall be disclosed by Perryman hereunder of the confidentiality of such Confidential Information. Perryman understands that he may be compelled by law to disclose Confidential Information in response to a subpoena or court order. Perryman agrees, however, to provide Torrent notice before responding to any subpoena, court order, or similar request.

4. Perryman’s Agreement Not to Remove Confidential Information. Perryman agrees that in the course of Perryman’s employment with Torrent, Perryman will not remove, other than to take with him to his home or on business meetings or business travel for use in conducting Torrent’s business, from any Torrent office or property any documents, electronically stored information, or related items that contain Confidential Information, including, without limitation, computer discs, recordings, or other storage or archival systems or devices, including copies, except as may be desirable or required in the performance of Perryman’s duties as CEO. In the performance of Perryman’s duties, if Perryman removes Confidential Information from Torrent’s office, Perryman agrees to promptly return it upon termination of his employment for any reason (except as provided in paragraph 5 below). All Confidential Information, and all memoranda, notes, records, drawings, documents, or other writings whatsoever made, compiled, acquired, or received by Perryman at any time during his employment with Torrent or thereafter shall continue to be Torrent’s sole and exclusive property.

5. Perryman’s Agreement to Return Confidential Information and Property. When Perryman’s employment with Torrent terminates or Perryman resigns, regardless of the reason for the employment termination or resignation: (i) Perryman will not take, destroy, or delete any files, documents, or other materials embodying or recording any Confidential Information, including copies, without obtaining in advance the written consent of an authorized Torrent representative (Torrent alone may designate who constitutes an authorized representative under this Agreement); provided that Perryman may retain a copy of documents needed to enforce his rights under this Agreement or the LLC Agreement or as needed to document and pay income and other taxes; and (ii) except as provided in clause (i) of this sentence, Perryman will promptly return to Torrent all Confidential Information, documents, files, records, tapes, data, and similar information (written or electronically stored) that are in Perryman’s possession or control regarding Torrent, and Perryman will not use or disclose such materials in any way or in any format, including written information in any form, information stored by electronic means, and any copies of these materials. Perryman further agrees that at the termination or resignation of his employment with Torrent, regardless of the reason for the employment termination or resignation, or upon Torrent’s request, Perryman will return to Torrent

immediately all Torrent property, including, without limitation, keys, access cards, equipment, computer(s) and computer equipment, drives and electronic storage devices, hand-held electronic devices, Torrent cellular phones, Torrent credit cards, data, lists, electronically stored information, correspondence, notes, memos, reports, or other writings prepared by Torrent or Perryman on Torrent’s behalf. If at any time after the termination or resignation of Perryman’s employment for any reason, Perryman determines that he has any Confidential Information or Company property in his possession or control, Perryman shall immediately return it to Torrent, including all copies and portions of the information or property. To document Perryman’s return of Torrent Confidential Information and property, Perryman agrees to execute Exhibit C of this Agreement at the termination or resignation of his Torrent employment for any reason. Notwithstanding the foregoing or anything in this Agreement to the contrary, Perryman may retain a copy of Confidential Information to the extent needed to enforce his rights under this Agreement or the LLC Agreement or to document his compensation or benefits.

6. Torrent’s Right to Inspect. Perryman agrees that, to ensure compliance with the terms of this Agreement, Torrent shall have the right to retain, access, and inspect all property of Torrent’s of any kind in Perryman’s office, Torrent’s work area, or on the premises of Torrent at the termination or resignation of Perryman’s employment for any reason and at any time during Perryman’s employment with Torrent.

C. Works.

1. Assignment of Work Product. For the purposes of this Agreement, the term “Work Product” shall mean, collectively, all work product, information, inventions, original works of authorship, ideas, know-how, processes, designs, computer programs, photographs, illustrations, developments, trade secrets and discoveries, including improvements thereto, and all other intellectual property, including patents, trademarks, copyrights and trade secrets, that Perryman conceives, creates, develops, makes, reduces to practice, or fixes in a tangible medium of expression, either alone or with others, which relate to Torrent’s business. During Perryman’s employment with Torrent, Perryman agrees that Perryman shall promptly make full written disclosure to Torrent of all Work Product conceived, created, developed, made, reduced to practice, or fixed in a tangible medium of expression during the period of Perryman’s employment with Torrent. Perryman hereby assigns and shall be deemed to have assigned to Torrent or its designee, all of Perryman’s right, title, and interest in and to any and all Work Product conceived, created, developed, made, reduced to practice, or fixed in a tangible medium of expression during the period of Perryman’s employment with Torrent that (a) relates in any manner to the previous, existing or contemplated business, work, or investigations of Torrent or any of its affiliates or subsidiaries; (b) is or was suggested by, has resulted or will result from, or has arisen or will arise out of any work that Perryman has done or may do for or on behalf of Torrent; (c) has resulted or will result from or has arisen or will arise out of any materials or information that may have been disclosed or otherwise made available to Perryman as a result of duties assigned to Perryman by Torrent; or (d) has been or will be otherwise made through the use of Torrent’s time, information, facilities, or materials, even if conceived, created, developed, made, reduced to practice, or fixed during other than working hours. Perryman further acknowledges that all original works of authorship that have been or will be made or fixed in a tangible medium of expression by Perryman (solely or jointly with others) within the scope of Perryman’s employment and during the term thereof with Torrent that are protectable by

copyright are “Works Made for Hire,” as that term is defined in the United States Copyright Act. Perryman understands and agrees that the decision whether or not to commercialize or market any Work Product is within Torrent’s sole discretion and for Torrent’s sole benefit, and that no royalty will be due to Perryman as a result of Torrent’s efforts to commercialize or market any such Work Product.

2. Patent and Copyright Registrations. Perryman agrees to assist Torrent, or its designee, at Torrent’s expense, in every reasonable way to secure Torrent’s rights in Work Product in any and all countries, including the disclosure to Torrent of all pertinent information and data with respect thereto, the execution of all applications, specifications, oaths, assignments, affidavits, and all other instruments which Torrent shall deem necessary in order to apply for and obtain such rights and in order to assign and convey to Torrent, its successors, assigns, and nominees the sole and exclusive rights, title and interest in and to such Work Product. Perryman further agrees that Perryman’s obligation to execute or cause to be executed, when it is in Perryman’s power to do so, any such instrument or papers shall continue after the termination of this Agreement.

D. Protective Covenants.

In consideration for (i) Torrent’s promise to provide Confidential Information to Perryman, (ii) the substantial economic investment made by Torrent in the Confidential Information and goodwill of Torrent, and/or the business opportunities disclosed or entrusted to Perryman, (iii) access to Torrent’s customers and clients, and (iv) Torrent’s employment of Perryman pursuant to this Agreement and the compensation and other benefits provided by Torrent to Perryman, to protect Torrent’s Confidential Information and business goodwill of Torrent, Perryman agrees to the following protective covenants (the “Protective Covenants”), which are ancillary to the enforceable promises between Torrent and Perryman in this Agreement.

1. Non-Interference; Non-Solicitation. Perryman agrees that during his employment with Torrent, and for a period of eighteen (18) months following the termination or resignation of his employment with Torrent for any reason (“Non-Competition Period”), except for Permitted Activities listed on Exhibit B, Perryman, individually or as a principal, partner, stockholder, member, manager, agent, consultant, contractor, employee, lender, investor, or as a director or officer of any corporation or association, or in any other manner or capacity whatsoever, will not, directly or indirectly (i) interfere with an ongoing relationship between the Company and one of its customers by providing or offering to provide a product or service to that customer which is in competition with or a substitute for a product or service provided by the Company or its subsidiaries, or (ii) except in his capacity of carrying out his duties as the Chief Executive Officer of Torrent, solely with respect to activities substantially similar to the Business, solicit business from, attempt to conduct business with, or conduct business with any client or customer of the Company or its subsidiaries with whom the Company or its subsidiaries conducted business within the prior forty-eight (48) months and who or which: (1) Perryman contacted, called on, serviced or did business with during Perryman’s employment with Torrent; (2) Perryman learned of as a result of Perryman’s employment with Torrent; or (3) about whom Perryman received Confidential Information.

2. Non-Competition. Perryman agrees that during the Non-Competition Period, Perryman, individually or as a principal, owner, partner, agent, representative, consultant, contractor, employee, or as a director or officer of any company, corporation, partnership or association, or in any other manner or capacity whatsoever, except on behalf of Torrent, will not, directly or indirectly, become employed by, control, manage, carry on, join, lend money for, operate, engage in, establish, take steps to establish, perform services for, invest in, solicit investors for, consult for, do business with or otherwise engage in any Business (defined in this Section D.2) in the Restricted Area (defined in this Section D.2) other than Permitted Activities listed on Exhibit B. Accordingly, other than Permitted Activities listed on Exhibit B, Perryman, without the prior written consent of Torrent, agrees not to during the Non-Competition Period (i) establish, engage in, invest in or provide services to any Business in the Restricted Area; (ii) solicit business for or on behalf of any person, business entity, or endeavor operating, or preparing to operate, a Business in the Restricted Area; or (iii) engage in or contribute his knowledge to any employment, work, business, or endeavor which would require Perryman to use or disclose Torrent’s Confidential Information. The term “Business” means (i) renting equipment and provisions of services to upstream operators and producers of hydrocarbons and midstream processors and transporters of hydrocarbons relating to mobile skid-mounted mechanical refrigeration units, natural gas liquids stabilizer units, natural gas liquids storage tanks, and glycol dehydration units for natural gas liquids recovery and storage, emission reduction for flare gas, hydrocarbon dew point control, and fuel gas conditioning, (ii) renting equipment and provisions of services for well-site electricity generation, and (iii) any other businesses the Company may undertake with the approval of the Board. The term “Restricted Area” means (i) the following shale areas: Bakken Shale region, Permian Basin region, Eagle Ford Shale region, Niobrara Shale region, Monterey Shale region, Utica Shale region, and Mississippi Lime Shale region, and (ii) a 100-mile radius of any other area in or for which (a) Perryman performed services for Torrent or (b) Torrent took substantial steps to begin operations while Perryman was employed and about which Perryman had knowledge.

3. No-Recruitment. Perryman agrees that during the Non-Competition Period, Perryman, individually or as a principal, partner, stockholder, member, manager, agent, consultant, contractor, employee, lender, investor, or as a director or officer of any corporation or association, or in any other manner or capacity whatsoever, will not, directly or indirectly, hire, solicit, induce, recruit, encourage to leave or cease their employment with the Company or a subsidiary of the Company or leave or cease their contract for services with the Company or a subsidiary of the Company, any person Perryman knows is an employee of the Company or a subsidiary of the Company, or any former employee or service provider of the Company or a subsidiary of the Company whose employment with or services to the Company or any such subsidiary ceased within the prior twelve (12) months.

4. Non-Disparagement. Perryman, individually or as a principal, partner, stockholder, member, manager, agent, consultant, contractor, employee, lender, investor, or as a director or officer of any corporation or association, or in any other manner or capacity whatsoever, shall refrain, both during and after his employment with the Company terminates for any reason, from publishing any oral or written statements about the Company or any of the Company’s directors, managers, officers, employees, consultants, agents, representatives or Affiliates that (i) are slanderous, libelous or defamatory; or (ii) would be reasonably anticipated to cause material economic damages or lost material business opportunities to the Company or

its subsidiaries. A violation or threatened violation of this prohibition may be enjoined by the courts. The rights afforded Torrent under this provision are in addition to any and all rights and remedies otherwise afforded by law.

5. Nature of the Restrictions. Perryman agrees and stipulates that the time, geographical area, and scope of restrained activities for the Protective Covenants in Section D of this Agreement are reasonable and enforceable under Texas law, including Texas Business and Commerce Code §§15.50-15.52. The terms and provisions of Section D of this Agreement are intended to be separate and divisible provisions and if, for any reason, any one or more of them is held to be invalid or unenforceable, neither the validity nor the enforceability of any other provision of this Agreement will be affected. As further described in Section E.3 of this Agreement, if a court concludes that any time period, geographical area, or scope of restrained activities specified in Section D of this Agreement is unenforceable, the court is vested with the authority to reduce the time period, geographical area, or scope of restrained activities, and to enforce the Protective Covenants in Section D of this Agreement to the fullest extent the law permits. Additionally, if Perryman violates any of the Protective Covenants contained in Section D of this Agreement, the Non-Competition Period shall be suspended and will not run in favor of Perryman from the time of the commencement of any violation until the time when Perryman ceases the activities causing the violation. Moreover, any subsequent change(s) in the terms or conditions of Perryman’s employment with Torrent will not affect the validity or scope of these Protective Covenants.

6. Survival of Covenants. The Protective Covenants, obligations, and agreements set forth in Sections B, C and D of this Agreement shall survive the termination of this Agreement for any reason, or the termination or resignation of Perryman for any reason, and shall be construed as an agreement independent of any other provision of this Agreement. The existence of any claim or cause of action Perryman may have against Torrent, whether predicated on this Agreement or otherwise, shall not constitute a defense to Torrent’s enforcement of the Protective Covenants, obligations, and agreements set forth in Sections B, C and D of this Agreement. No modification or waiver of any Protective Covenant, obligation, or agreement contained in Sections B, C and D of this Agreement shall be valid unless the Board approves the waiver or modification in writing.

7. Injunctive Relief. Perryman acknowledges and agrees that the Protective Covenants, obligations, and agreements contained in Sections B, C and D of this Agreement concern special, unique, and extraordinary matters and that a violation of any of the terms of these Protective Covenants will cause Torrent irreparable injury for which adequate remedies at law are not available. Therefore, Perryman agrees that Torrent will be entitled to an injunction, restraining order, or all other equitable relief (without the requirement to post bond) as a court of competent jurisdiction may deem necessary or appropriate to restrain Perryman from committing any violation of the Protective Covenants referred to in Sections B, C and D of this Agreement. These injunctive remedies are cumulative and in addition to any other rights and remedies Torrent may have against Perryman. Torrent and Perryman irrevocably submit to the exclusive jurisdiction of the state courts and federal courts outlined in Section E.2 regarding the injunctive remedies set forth in this Section D.7 and the interpretation and enforcement of Sections B, C and D insofar as the interpretation and enforcement relate to an application for injunctive relief

in accordance with the provisions of this Section D.7. Breach of this Agreement by Torrent shall not preclude injunctive relief for a breach by Perryman.

E. Miscellaneous.

1. Notification of Subsequent Employers. If Perryman in the future seeks or is offered employment by any other company, firm, or person during the Employment Period, Perryman shall provide a copy of this Agreement to the prospective employer before accepting employment with that prospective employer.

2. Governing Law and Venue. This Agreement shall, in all respects, be interpreted, enforced, and governed under the laws of the State of Texas, without regard to conflict of law principles. The Parties agree that the language of this Agreement shall, in all cases, be construed as a whole, according to its fair meaning, and not strictly for, or against, any of the parties. Venue of any litigation arising from this Agreement or any disputes relating to Perryman’s employment shall be in the United States District Court for the Northern District of Texas, or a state district court of competent jurisdiction in Dallas, County, Texas. Perryman consents to personal jurisdiction of the United States District Court for the Northern District of Texas, or a state district court of competent jurisdiction in Dallas County, Texas for any dispute relating to or arising out of this Agreement or Perryman’s employment, and Perryman agrees that Perryman shall not challenge personal or subject matter jurisdiction in such courts.

3. Severability and Reform. The Parties intend all provisions of this Agreement to be enforced to the fullest extent permitted by law. If, however, any provision of this Agreement is held to be illegal, invalid, or unenforceable under present or future law, such provision shall be fully severable, and this Agreement shall be construed and enforced as if such illegal, invalid, or unenforceable provision was never a part hereof, and the remaining provisions shall remain in full force and effect and shall not be affected by the illegal, invalid, or unenforceable provision or by its severance. In lieu of such illegal, invalid, or unenforceable provision, there shall be added automatically as a part of this Agreement a legal, valid, and enforceable provision as similar in terms to such illegal, invalid, or unenforceable provision as may be possible, and Torrent and Perryman hereby request the court to whom disputes relating to this Agreement are submitted to reform the otherwise unenforceable covenant in accordance with this Section E.3.

4. Successors and Assigns. This Agreement will be binding upon and inure to the benefit of the Parties hereto and their respective successors, heirs, legal representatives, and permitted assigns (if any). In entering into this Agreement, Torrent is relying on the unique personal services of Perryman; services from another person will not be an acceptable substitute. Except as provided in this Agreement, Perryman may not assign this Agreement or any of the rights or obligations set forth in this Agreement. Any attempted assignment by Perryman in violation of this Section E.4 shall be void. Except as provided in this Agreement, nothing in this Agreement entitles any person other than the Parties to the Agreement to any claim, cause of action, remedy, or right of any kind, including, without limitation, the right to continued employment. Torrent shall not assign its obligations or rights under this Agreement without Perryman’s written consent, provided that Torrent may assign this Agreement to a successor to all or substantially all of the assets of Torrent without Perryman’s consent.

5. Cooperation. During the Employment Period and following the termination of Perryman’s employment for any reason, Perryman agrees to cooperate with Torrent at Torrent’s expense in connection with: (i) any internal investigation or administrative, regulatory, or judicial proceeding as reasonably requested by Torrent (including, without limitation, Perryman being available to Torrent upon reasonable notice for interviews and factual investigations, appearing at Torrent’s request to give testimony without requiring service of a subpoena or other legal process, volunteering to Torrent all pertinent information, and turning over to Torrent all relevant documents which are or may come into Perryman’s possession, all at times and on schedules that are reasonably consistent with Perryman’s other permitted activities and commitments); and (ii) all matters relating to the winding up of Perryman’s pending work on behalf of Torrent and the orderly transfer of any such pending work as designated by Torrent. Such services will be without additional compensation if Perryman is then employed by Torrent and for an hourly rate, based on Perryman’s Base Salary in effect at the time of his separation from employment, if Perryman is not then employed by Torrent.

6. Waiver. No waiver by either Party to this Agreement of any right to enforce any term or condition of this Agreement, or of any breach hereof, shall be deemed a waiver of such right in the future or of any other right or remedy available under this Agreement.

7. Counterparts. This Agreement and amendments thereto shall be in writing and may be executed in counterparts and delivered by electronic transmission. Each such counterpart shall be deemed an original, but both counterparts together shall constitute one and the same instrument.

8. Ambiguities. Any rule of construction to the effect that ambiguities shall be resolved against the drafting party shall not apply to the interpretation of this Agreement.

9. Headings. The headings contained in this Agreement are for reference purposes only and will not affect in any way the meaning or interpretation of this Agreement.

10. Notices. Any notice or other communication required, permitted, or desired to be given under this Agreement must be in writing and shall be deemed delivered when personally delivered; the next business day, if delivered by overnight courier; the same day, if transmitted by facsimile on a business day before noon, CST; the next business day, if otherwise transmitted by facsimile; and the third business day after mailing, if mailed by prepaid certified mail, return receipt requested, as addressed or transmitted as follows (as applicable):

If to Perryman:		Lance Perryman
		P.O. Box 1768
		Wimberley, Texas 78676

With a copy to:		Andrews Kurth LLP
		600 Travis Street, 42nd Floor
		Houston, TX 77002
		Attention: Nancy B. Bostic
		Facsimile: (713) 238-7215
		E-mail: nbostic@akllp.com

If to Torrent:		Torrent Energy Services, LLC
		Attn: Chris Czuppon
		5950 Berkshire Lane, Suite 1401
		Dallas, Texas 75225
		Fax: (214) 758-0333

With a copy to:		Matthew Kondratowicz
		CSL Capital Management, LLC
		411 West Putnam Ave., Suite 109
		Greenwich, CT 06830
		Fax: (203) 862-8680

11. Entire Agreement and Amendment. This Agreement constitutes the entire agreement between the Parties concerning the subject matter in this Agreement. No oral statements or prior written material not specifically incorporated into this Agreement shall be of any force and effect, and no changes in or additions to this Agreement shall be recognized, unless incorporated into this Agreement by written amendment, such amendment to become effective on the date stipulated in it. Perryman acknowledges and represents that in executing this Agreement, he does not rely, has not relied, and specifically disavows any reliance on any communications, promises, statements, inducements, or representation(s), oral or written, by Torrent, except as expressly contained in this Agreement. Any amendment to this Agreement must be signed by all Parties to this Agreement. This Agreement supersedes any prior agreements between Perryman and Torrent concerning the subject matter of this Agreement. The Parties represent that they relied on their own judgment in entering into this Agreement.

12. Understand Agreement. Perryman represents and warrants that he has read and understood each and every provision of this Agreement, and he understands that he has the right to obtain advice from legal counsel of his choice, if necessary and desired, in order to interpret any and all provisions of this Agreement, and that he has freely and voluntarily entered into this Agreement.

13. Modification of Agreement. This Agreement may not be changed or modified or released or discharged or abandoned or otherwise terminated, in whole or in part, except by an instrument in writing signed by Perryman and a Manager of Torrent other than Perryman and approved in writing by the Board.

14. Compliance with Section 409A.

(a) Delay in Payments. Notwithstanding anything to the contrary in this Agreement, if upon the Termination Date, Perryman is a “specified employee” within the meaning of Section 409A and the deferral of any amounts otherwise payable under this Agreement as a result of Perryman’s termination of employment is necessary in order to prevent any accelerated or additional tax to Perryman under Section 409A, then Torrent will defer the payment of any such amounts hereunder until the earlier of: (i) the date that is six (6) months following the date of Perryman’s termination of employment with Torrent, or (ii) the date of Perryman’s death, at which time any such delayed amounts will be paid to Perryman in a single lump sum, with interest from the date otherwise payable at the United States prime rate as

published in the “Money Rates” section of The Wall Street Journal on the first publication date coincident with or immediately following the Termination Date.

(b) Overall Compliance. In the event that it is reasonably determined by Torrent or Perryman that, as a result of Section 409A, any of the payments that Perryman is entitled to under the terms of this Agreement or any nonqualified deferred compensation plan (as defined under Section 409A) may not be made at the time contemplated by the terms hereof or thereof, as the case may be, without causing Perryman to be subject to an income tax penalty and interest as a result of failure to comply with or otherwise be exempt from Section 409A, Torrent will make such payment (with interest thereon) on the first day that would not result in Perryman incurring any tax liability under Section 409A; provided, however, that if there is no date upon which such payment could be made without Perryman incurring any tax liability under Section 409A, such payment shall be made as soon as practicable following the determination that Perryman shall incur such tax liability. In addition, other provisions of this Agreement or any other plan notwithstanding, Torrent shall have no right to accelerate any such payment or to make any such payment as the result of an event if such payment would, as a result, be subject to the tax imposed by Section 409A. For purposes of Section 409A, the right to any series of installment payments under this Agreement shall be treated as a right to a series of separate payments.

(c) Reimbursements. To the extent that any reimbursement or benefit in kind hereunder constitutes “nonqualified deferred compensation” under Section 409A, such reimbursement or benefit in kind shall be administered in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv). Specifically, (A) the applicable reimbursements and benefits in kind shall be such reimbursements and benefits in kind allowable pursuant to Torrent’s standard policies and procedures as apply to Torrent’s executive employees generally, (B) the amounts reimbursed and in-kind benefits under this Agreement during Perryman’s taxable year may not affect the amounts reimbursed or in-kind benefits provided in any other taxable year, (C) the reimbursement of an eligible expense shall be made on or before the last day of Perryman’s taxable year following the taxable year in which the expense was incurred, (D) the right to reimbursement or an in-kind benefit is not subject to liquidation or exchange for another benefit, and (E) the right to reimbursement of a specific expense incurred shall terminate one year from the date Perryman incurred such expense.

(d) Interpretation and Reformation. This Agreement shall be interpreted in a manner consistent with the requirements of Section 409A, to the extent applicable. Without limiting the foregoing, where necessary to ensure compliance with Section 409A, the term “terminate employment” and similar terms shall be interpreted to mean “separation from service” within the meaning of Section 409A. If any provision of this Agreement would cause Perryman to incur any additional tax under Section 409A, the Parties will in good faith attempt to reform the provision in a manner that maintains, to the extent possible, the original intent of the applicable provision without violating the provision of Section 409A.

(e) Consultation with Tax Advisor. Perryman is hereby advised to consult immediately with his own tax advisor regarding the tax consequences of this Agreement, including the consequences of Section 409A.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, Torrent and Perryman hereby execute this Agreement effective as of the Effective Date.

TORRENT ENERGY SERVICES, LLC

By: Torrent Energy Holdings, LLC, its Manager


By:	/s/ John Griggs
	John Griggs, Manager

09/15/2014
Date


LANCE PERRYMAN:

/s/ Lance Perryman
Signed

Lance Perryman
Print name

9/12/2014
Date

EXHIBIT A

DISCLOSURE OF BOARD SERVICE

I certify that as of the Effective Date of my Employment Agreement, I serve on the following non-Torrent Boards:

/s/ Lance Perryman		9/12/2014
Signed		Date

Lance Perryman
Print Name

EXHIBIT A TO EMPLOYMENT AGREEMENT

EXHIBIT B

PERMITTED ACTIVITIES

I certify that as of the Effective Date of my Employment Agreement, other than investments in Torrent, I have investments or interests in the following private energy-related companies:

I hold an interest in GNC Midstream, a private equity fund which invests in other entities. This interest is approximately a 3% passive interest in GNC Midstream. I am not a manager, officer, director, advisor or consultant to GNC Midstream. I have invested approximately $27,000 in GNC Midstream and have capital commitment obligations in the aggregate of $100,000. GNC Midstream therefore has the right to make capital calls to me of $73,000, and I am obligated to satisfy such capital calls by contributing cash up to such amount to GNC Midstream’s capital. I shall not become a manager, officer, director, advisor or consultant to GNC Midstream nor materially increase its percentage ownership in GNC Midstream through any additional investments other than as noted in the previous sentence without the consent of Torrent’s Board in its sole discretion. I shall also promptly inform the Torrent’s Board if my investment in GNC Midstream creates a conflict of interest with Torrent or Parent.

/s/ Lance Perryman		9/12/2014
Signed		Date

Lance Perryman
Print Name

EXHIBIT B TO EMPLOYMENT AGREEMENT

EXHIBIT C

TERMINATION CERTIFICATION

I certify that I do not have in my possession, nor have I failed to return to Torrent Energy Services, LLC (“TORRENT”), any Confidential Information, as defined in the Employment Agreement between myself and TORRENT (the “Agreement”), or any other property of TORRENT, its subsidiaries, affiliates, successors, or assigns except as expressly permitted by the Employment Agreement, dated as of September , 2014, entered into between Torrent and the undersigned.

I further certify that I have complied with all the terms of the Agreement regarding return of Confidential Information.


Signed		Date


Print Name

EXHIBIT C TO EMPLOYMENT AGREEMENT

EX-23.1 10 a2232179zex-23_1.htm EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

Ranger Energy Services, Inc.

Houston, Texas

We hereby consent to the use in the Prospectus constituting a part of this Registration Statement of our reports dated March 9, 2017, relating to (i) the combined consolidated financial statements of Ranger Energy Services, Inc. Predecessor and (ii) the balance sheet of Ranger Energy Services, Inc. as of March 1, 2017, which are contained in that Prospectus.

We also consent to the reference to us under the caption “Experts” in the Prospectus.

/s/ BDO USA, LLP

Houston, Texas
May 22, 2017

EX-23.2 11 a2232179zex-23_2.htm EX-23.2

Exhibit 23.2

Consent of Independent Auditor

Ranger Energy Services, Inc.

Houston, Texas

We hereby consent to the use in the Prospectus constituting a part of this Registration Statement of our report dated March 9, 2017, relating to the financial statements of Bayou Workover Services which are contained in that Prospectus.

We also consent to the reference to us under the caption “Experts” in the Prospectus.

/s/ BDO USA, LLP

Houston, Texas
May 22, 2017

EX-23.3 12 a2232179zex-23_3.htm EX-23.3

Exhibit 23.3

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the inclusion in this Prospectus related to the Registration Statement on Form S-1 of Ranger Energy Services, Inc. of our report dated March 1, 2017 relating to our audits of the financial statements of Torrent Energy Services, LLC as of and for the years ended December 31, 2016 and 2015. We also consent to the reference to our firm under the leading “Experts” in such Registration Statement.

/s/ Whitley Penn LLP

Houston, Texas
May 17, 2017

EX-23.4 13 a2232179zex-23_4.htm EX-23.4

Exhibit 23.4

Consent of Independent Auditors

We consent to the use in this Registration Statement on Form S-1 of Ranger Energy Services, Inc. of our report dated February 3, 2017, relating to the financial statements of Magna Energy Services, LLC, appearing in the Prospectus, which is part of this Registration Statement.

We also consent to the reference of our firm under the heading “Experts” in such Registration Statement.

/s/ Hein & Associates LLP

Denver, Colorado
May 18, 2017

EX-23.6 14 a2232179zex-23_6.htm EX-23.6

Exhibit 23.6

CONSENT TO BE NAMED IN REGISTRATION STATEMENT

May 17, 2017

The undersigned hereby consents to the references to our firm in the form and context in which they appear in this Registration Statement on Form S-1 of Ranger Energy Services, Inc. and the related prospectus that is a part thereof. We hereby further consent to the use in such Registration Statement and prospectus of information contained in our following reports: “Workover Rig Study—Cyclical Downturn Meets A Structural Shift” and “Coras Oilfield Trends—Preparing for the upcoming frac season.”

[Signature page follows]

	Coras Oilfield Research


	By:	/s/ Daniel Cruise
	Name:	Daniel Cruise
	Title:	Managing Director

EX-23.7 15 a2232179zex-23_7.htm EX-23.7

Exhibit 23.7

CONSENT TO BE NAMED IN REGISTRATION STATEMENT

May 16, 2017

The undersigned hereby consents to the references to our firm in the form and context in which they appear in this Registration Statement on Form S-1 of Ranger Energy Services, Inc. and the related prospectus that is a part thereof. We hereby further consent to the use in such Registration Statement and prospectus of information contained in our following reports: “Drilling and Production Outlook— December 2016,” “Drilling and Production Outlook—March 2017,” “Well Servicing: Market Evaluation Excerpts—December 2016” and “Well Servicing: Market Evaluation—Q1 2017.”

[Signature page follows]

	Spears & Associates


	By:	/s/ Richard B. Spears
	Name:	Richard B. Spears
	Title:	Vice President

EX-23.8 16 a2232179zex-23_8.htm EX-23.8

Exhibit 23.8

CONSENT TO BE NAMED IN REGISTRATION STATEMENT

May 16, 2017

The undersigned hereby consents to the references to our firm in the form and context in which they appear in this Registration Statement on Form S-1 of Ranger Energy Services, Inc. and the related prospectus that is a part thereof. We hereby further consent to the use in such Registration Statement and prospectus of information contained in our “US Land Drill Out Jobs Market Model—Five-Year History (2012-2016) and One-Year Forecast (2017)” report.

[Signature page follows]

	Qittitut Consulting


	By:	/s/ William F. Diggons
	Name:	William F. Diggons
	Title:	Managing Partner

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