0001047469-17-005036.txt : 20170807 0001047469-17-005036.hdr.sgml : 20170807 20170807060340 ACCESSION NUMBER: 0001047469-17-005036 CONFORMED SUBMISSION TYPE: S-1/A PUBLIC DOCUMENT COUNT: 11 FILED AS OF DATE: 20170807 DATE AS OF CHANGE: 20170807 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/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-218139 FILM NUMBER: 171009903 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/A 1 a2232908zs-1a.htm S-1/A
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As filed with the Securities and Exchange Commission on August 7, 2017

Registration No. 333-218139

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

Amendment No. 5
to

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

Title of Each Class of Securities to be Registered	Amount to be Registered(1)	Proposed Maximum Offering Price Per Share(2)	Proposed Maximum Aggregate Offering Price(1)(2)	Amount of Registration Fee(3)




Class A common stock, par value $0.01 per share	5,750,000	$18.00	$103,500,000	$11,995.65

(1): Estimated pursuant to Rule 457(a) under the Securities Act of 1933, as amended. Includes 750,000 additional shares of Class A common stock that the underwriters have the option to purchase.
(2): Estimated solely for the purpose of calculating the registration fee.
(3): The Registrant previously paid the total registration fee in connection with previous filings of this Registration Statement.

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.

Explanatory Note

This Amendment No. 5 to the Registration Statement on Form S-1 (File No. 333-218139) is being filed solely to amend Item 16 of Part II thereof and to transmit certain exhibits thereto. This Amendment No. 5 does not modify any provision of the preliminary prospectus contained in Part I or Items 13, 14, 15 or 17 of Part II of the Registration Statement. Accordingly, this Amendment No. 5 does not include a copy of the preliminary prospectus.

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	$	11,996
FINRA filing fee		17,750
NYSE listing fee		250,000
Accountants' fees and expenses		2,000,000
Legal fees and expenses		1,550,000
Printing and engraving expenses		600,000
Transfer agent and registrar fees		5,000
Miscellaneous		565,254

Total	$	5,000,000

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 bylaws will also contain indemnification rights for our directors and our officers. Specifically, our amended and restated bylaws 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.

We have obtained directors' and officers' insurance to cover our directors, officers and some of our employees for certain liabilities.

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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, (i) 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 "Our History and Corporate Reorganization," we will issue shares of Class A common stock to certain of the Existing Owners and CSL Holdings II and shares of Class B common stock to Ranger LLC, CSL Opportunities II and Bayou Holdings and (ii) pursuant to the terms of the ESCO Acquisition, as described in further detail under "Prospectus Summary—Recent Developments—ESCO Acquisition," we expect to issue shares of Class A common stock to ESCO. None of such issuances 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 August 7, 2017.


		Ranger Energy Services, Inc.
		By:		/s/ DARRON M. ANDERSON
				Darron M. Anderson
				President, Chief Executive Officer and Director

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 August 7, 2017.

Name				Title


/s/ DARRON M. ANDERSON Darron M. Anderson				President, Chief Executive Officer and Director (Principal Executive Officer)
* Robert S. Shaw Jr.				Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
* Merrill A. Miller Jr.				Chairman of the Board
* Brett Agee				Director
* Richard Agee				Director
* William M. Austin				Director
* Charles S. Leykum				Director

II-4

Name		Title


* Vivek Raj		Director
* Krishna Shivram		Director
*By:	/s/ DARRON M. ANDERSON Darron M. Anderson Attorney-in-fact

II-5

INDEX TO EXHIBITS

		Description

***1.1		Form of Underwriting Agreement
***2.1	††	Form of Master Reorganization Agreement
***2.2	††	Asset Purchase Agreement dated as of May 30, 2017, by and among ESCO Leasing, LLC, Ranger Energy Services, LLC and Tim Hall.
***2.3	††	Amended and Restated Asset Purchase Agreement dated as of July 31, 2017, by and among ESCO Leasing, LLC, Ranger Energy Services, LLC and Tim Hall.
***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
***4.2		Form of Stockholders' 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	‡	Second Amended and Restated Purchase Agreement, dated as of July 3, 2017, by and among Ranger Energy Services, LLC, Ranger Energy Leasing, LLC, Ranger Energy Services, Inc. and National Oilwell Varco, L.P.
**10.8	†	Form of Third Amended and Restated Limited Liability Company Agreement of Ranger Energy Holdings, LLC
**10.9	†	Form of Third Amended and Restated Limited Liability Company Agreement of Torrent Energy Holdings, LLC
**10.10	†	Form of Amended and Restated Limited Liability Company Agreement of Ranger Energy Holdings II, LLC
**10.11	†	Form of Amended and Restated Limited Liability Company Agreement of Torrent Energy Holdings II, LLC
**10.12	†	Employment Agreement, dated as of September 16, 2014, by and between Torrent Energy Services, LLC and Lance Perryman
***10.13	†	Letter Agreement, dated as of March 30, 2017, by and between Ranger Energy Services, LLC and Scott Milliren
***10.14	†	Consulting Agreement, dated as of March 1, 2017, by and between Ranger Energy Services, LLC and Brett Agee
***10.15	†	Separation Agreement, dated as of June 7, 2017, by and between Ranger Energy Services, LLC and Dennis Douglas
***21.1		List of subsidiaries of Ranger Energy Services, Inc.
***23.1		Consent of BDO USA, LLP

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Exhibit Number			Description

	***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 PricewaterhouseCoopers LLP
	***23.6		Consent of Vinson & Elkins L.L.P. (included as part of Exhibit 5.1 hereto)
	**23.7		Consent of Coras Oilfield Research
	**23.8		Consent of Spears & Associates
	**23.9		Consent of Qittitut Consulting
	***24.1		Power of Attorney (included on the signature page of the original filing)

*: To be filed by amendment.
**: Filed herewith.
***: Previously filed.
†: Compensatory plan or arrangement
††: Schedules and similar attachments have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant will furnish a supplemental copy of any omitted schedule or similar attachment to the SEC upon request.
‡: Confidential treatment requested with respect to certain portions of this exhibit. Omitted portions filed separately with the SEC.

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Explanatory Note
Part II
INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other expenses of issuance and distribution

Item 14. Indemnification of Directors and Officers

Item 15. Recent Sales of Unregistered Securities

Item 16. Exhibits and Financial Statement Schedules

Item 17. Undertakings

SIGNATURES
INDEX TO EXHIBITS
EX-10.6 2 a2232908zex-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, ***** 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. Subject to NOV’s rights under the Security Agreement, as amended, attached as Exhibit “C”, 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. Contemporaneously with the execution of this Agreement and as a condition to NOV’s performance hereunder, to secure payment under this Agreement, Ranger and Ranger Leasing, as applicable, shall provide a first priority and cross-collateralized security interest in and to all Mobile Rig Packages, all components thereof and the proceeds thereof, in the form of Exhibit “C” hereto, and Ranger and Ranger Leasing, as applicable, agree to perform upon request all acts required for NOV to secure NOV’s said security interest in the United States, including but not limited to executing all documents necessary to memorialize, record and perfect NOV’s said security interest in the Mobile Rig Packages, without delay and in any event prior to delivery of the first Mobile Rig Package and if necessary any time thereafter.

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 and the Amended and Restated Security 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 and the Amended and Restated Security 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 or the Amended and Restated Security Agreement, in each case until all obligations of Ranger and Ranger Leasing under this Agreement and the Amended and Restated Security 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 additional financial security in a form reasonably satisfactory to NOV, which security may include, but is not limited to, a letter of credit or further 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 necessary for NOV to perfect its security interest in the Equipment or 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 ***** 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” - Security Agreement, as amended and restated

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

(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.

SECURITY AGREEMENT

RANGER ENERGY SERVICES, LLC, a Delaware limited liability company, and RANGER ENERGY LEASING, LLC, a Delaware limited liability company (herein collectively called “Debtor”), whose address is 800 Gessner, Suite 1000, Houston, Texas 77024, and NATIONAL OILWELL VARCO, L.P. (“Secured Party”), whose address is c/o 7909 Parkwood Circle Drive, Houston, Texas 77036, Attention: General Counsel agree as follows:

ARTICLE 1
Creation of Security Interest

In order to secure the prompt and unconditional payment of the indebtedness herein referred to and the performance of the obligations, covenants, agreements and undertakings herein described, Debtor hereby grants to Secured Party a security interest in and mortgages, assigns, transfers, delivers, pledges, sets over and confirms to Secured Party all of Debtor’s remedies, powers, privileges, rights, titles and interests (including all power of Debtor, if any, to pass greater title than it has itself) of every kind and character now owned or hereafter acquired, created or arising in and to the Rigs (defined in Section 2.1 below) and related equipment and all component parts thereof and all appurtenances thereto (and any repurchase agreements now or hereafter relating to such Rigs); and all accessions, appurtenances and additions to and substitutions for any of the foregoing and all products and proceeds of any of the foregoing, together with all renewals and replacements of any of the foregoing, all accounts, receivables, account receivables, instruments, notes, chattel paper, documents (including all documents of title), books, records, contract rights and general intangibles arising in connection with any of the foregoing (including all insurance and claims for insurance affected or held for the benefit of Debtor or Secured Party in respect of the foregoing). All of the properties and interests described in this Article are herein collectively called the “Collateral.” The inclusion of proceeds does not authorize Debtor to sell, dispose of or otherwise use the Collateral in any manner not authorized herein. Secured Party’s security interest is limited solely in and to the Collateral and shall not extend to any other assets or property of Debtor whatsoever.

ARTICLE 2
Secured Indebtedness

2.1 This Agreement is made to secure all of the following present and future debt and obligations:

(a) All indebtedness or obligations now or hereafter owing by Debtor to Secured Party under the Agreement (the “Purchase Agreement”) described on Exhibit A hereto executed by and between Debtor and Secured Party providing for the sale by Secured Party to Debtor of the mobile rigs described on Exhibit A hereto (collectively, the “Rigs”), and any and all past, concurrent or future amendments, modifications, restatements and replacements of the Purchase Agreement. The parties hereto acknowledge that the Purchase Agreement was originally executed by RANGER ENERGY SERVICES, LLC, a Delaware limited liability company, and was thereafter assigned to and assumed by RANGER ENERGY LEASING, LLC, a Delaware limited liability company.

(b) Any and all sums and the interest which accrues on them as provided in this Agreement which Secured Party may advance or which Debtor may owe Secured Party pursuant to this Agreement on account of Debtor’s failure to keep, observe or perform any of Debtor’s covenants under this Agreement.

2.2 The term “Debt” means and includes all debt and obligations described or referred to in Section 2.1. The Debt includes interest and other obligations accruing or arising after (a) commencement of any case under any bankruptcy or similar laws by or against Debtor or any other person or entity now or hereafter primarily or secondarily obligated to pay all or any part of the Debt (Debtor and each such other person or entity being herein called an “Obligor”) or (b) the obligations of any Obligor shall cease to exist by operation of law or for any other reason. The Debt also includes all reasonable, actual attorneys’ fees and any other reasonable, actual expenses incurred by Secured Party in enforcing the Purchase Agreement.

ARTICLE 3
Representations and Warranties

Debtor represents and warrants as follows:

(a) Upon delivery and transfer of free and clear title to any applicable Rig as defined in the Purchase Agreement, Debtor will be the legal and equitable owner and holder of good and marketable title to the Collateral free of any adverse claim and free of any security interest or encumbrance except only for the security interest granted hereby in the Collateral and those other security interests (if any) expressly referred to or described in this Agreement (such warranty to supersede any provision contained in this Agreement limiting the liability of Debtor). Once Debtor obtains title of the Collateral from Secured Party, and until such time as the Debt is paid in full, Debtor agrees to defend the Collateral and its proceeds against all claims and demands of any person at any time claiming the Collateral, its proceeds or any interest in either. Debtor has not heretofore signed any financing statement directly or indirectly affecting the Collateral or any part of it which has not been completely terminated of record, and no such financing statement signed by Debtor is now on file in any public office except only those statements (if any) true and correct copies of which Debtor has actually delivered to Secured Party.

(b) Debtor is a limited liability company organized under the laws of Delaware The address set forth at the beginning of this Agreement is (i) Debtor’s place of business if Debtor has only one such place of business, or (ii) Debtor’s chief executive office if Debtor has more than one place of business.

(c) All of Debtor’s books and records with regard to the Collateral are maintained and kept at the address of Debtor set forth in this Agreement.

(d) Debtor has never changed its name, whether by amendment of its organizational documents or otherwise, or the jurisdiction under whose laws Debtor is organized.

(e) If Debtor is not a natural person, (i) Debtor is duly organized, validly existing and in good standing under the laws of the state of its organization and has full legal right, power and authority to carry on its business as presently conducted and to execute, deliver and perform its obligations under this Agreement and the Purchase Agreement, (ii) Debtor is duly

qualified to do business and in good standing in each jurisdiction in which the nature of the business it conducts makes such qualification necessary or desirable and (iii) Debtor’s execution, delivery and performance of this Agreement and the Purchase Agreement have been duly authorized by all necessary action under Debtor’s organizational documents and otherwise.

(f) Debtor’s execution, delivery and performance of this Agreement and the Purchase Agreement do not and will not require (i) any consent of any other person or entity, or (ii) any consent, license, permit, authorization or other approval (including foreign exchange approvals) of any court, arbitrator, administrative agency or other governmental authority, or any notice to, exemption by, any registration, declaration or filing with or the taking of any other action in respect of, any such court, arbitrator, administrative agency or other governmental authority.

(g) Neither execution or delivery of this Agreement or the Purchase Agreement, nor the fulfillment of or compliance with the terms and provisions hereof or thereof will (i) violate any constitutional provision, law or rule, or any regulation, order or decree of any governmental authority or the basic organizational documents of Debtor or (ii) conflict with or result in a breach of the terms, conditions or provisions of, or cause a default under, any agreement, instrument, franchise, license or concession to which Debtor is a party or bound.

(h) Debtor has duly and validly executed, issued and delivered this Agreement and the Purchase Agreement. This Agreement and the Purchase Agreement are Debtor’s valid and legally binding obligations, enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

(i) All information supplied to Secured Party, and all statements made to Secured Party by or on behalf of Debtor before, concurrently with or after Debtor’s execution of this Agreement are and will be true, correct, complete, valid and genuine in all material respects. Each of Debtor’s financial statements furnished to Secured Party fairly present the financial condition of Debtor as of its date and for the period then ended. No material adverse change has occurred in the financial condition reflected in any such statement since its date.

(j) Debtor has filed all tax returns required to be filed and paid all taxes shown thereon to be due, including interest and penalties, except for taxes being diligently contested in good faith and for payment of which adequate reserves have been set aside.

(k) There is no action, suit or proceeding pending—or, to the best of Debtor’s knowledge, threatened—against or affecting Debtor or the Collateral, at law or in equity, or before or by any governmental authority, which would reasonably be expected to result in any material adverse change in Debtor’s business or financial condition or in the Collateral.

(l) Debtor is not in default with respect to any order, writ, injunction, decree or demand of any court or other governmental authority, in the payment of any debt for borrowed money in an aggregate amount equal to or greater than $100,000 or under any agreement or other papers evidencing or securing any such debt.

(m) Debtor is not a party to any contract or agreement which materially and adversely affects its business, property, assets or financial condition.

(n) Debtor is now solvent, and no bankruptcy or insolvency proceedings are pending or contemplated by or—to Debtor’s knowledge—against Debtor. Debtor’s liabilities and obligations under this Agreement and the Purchase Agreement do not and will not render Debtor insolvent, cause Debtor’s liabilities to exceed Debtor’s assets or leave Debtor with too little capital to properly conduct all of its business as now conducted or contemplated to be conducted.

(o) No representation or warranty contained in this Agreement or the Purchase Agreement and no statement contained in any certificate, schedule, list, financial statement or other papers furnished to Secured Party by or on behalf of Debtor contains—or will contain—any untrue statement of material fact.

(p) Except as otherwise expressly permitted by this Agreement, the liens and security interests of this Agreement will constitute valid and perfected first and prior liens and security interests on the Collateral, subject to no other liens, security interests or charges whatsoever. The Collateral is free from damage caused by fire or other casualty.

(q) Debtor possesses all material permits, licenses, patents, trademarks, tradenames and copyrights required to conduct its business.

(r) Debtor is in material compliance with all applicable legal requirements and Debtor manages and operates (and will continue to manage and operate) its businesses in accordance with good industry practices.

ARTICLE 4
Covenants

4.1 Debtor covenants and agrees with Secured Party as follows:

(a) Debtor shall furnish to Secured Party such instruments as may be reasonably required by Secured Party to assure the transferability of the Collateral when and as often as may be requested by Secured Party.

(b) Except as expressly provided to the contrary in the Purchase Agreement, Debtor will cause to be paid before delinquency all taxes, charges, liens and assessments heretofore or hereafter levied or assessed against the Collateral, or any part thereof, or against Secured Party for or on account of the Debt or the interest created by this Agreement.

(c) If the validity or priority of this Agreement or of any rights, titles, security interests or other interests created or evidenced hereby shall be attacked, endangered or questioned or if any legal proceedings are instituted with respect thereto, Debtor will give prompt written notice thereof to Secured Party and at Debtor’s own cost and expense will diligently endeavor to cure any defect that may be developed or claimed, and will take all necessary and proper steps for the defense of such legal proceedings.

(d) Debtor will, on request of Secured Party, (i) promptly correct any defect, error or omission which may be discovered in the contents of this Agreement or in any other instrument executed in connection herewith or in the execution or acknowledgment thereof; (ii) execute, acknowledge, deliver and record or file such further instruments (including further security agreements, financing statements and continuation statements) and do such further acts as may be commercially reasonable to carry out more effectively the purposes of this Agreement including specifically any renewals, additions, substitutions, replacements or appurtenances to the Collateral; and (iii) execute, acknowledge, deliver, any commercially reasonable document or instrument (including specifically any financing statement) deemed advisable by Secured Party to protect the security interest hereunder against the rights or interests of third persons, and Debtor will pay all reasonable, actual costs connected with any of the foregoing.

(e) Notwithstanding the security interest in proceeds granted herein, Debtor will not, except as otherwise expressly permitted herein, sell, lease, exchange, lend, rent, assign, transfer or otherwise dispose of, or pledge, hypothecate or grant any security interest in, or permit to exist any lien, security interest, charge or encumbrance against, all or any part of the Collateral or any interest therein or permit any of the foregoing to occur or arise or permit title to the Collateral, or any interest therein, to be vested in any other party, in any manner whatsoever, by operation of law or otherwise, without the prior written consent of Secured Party. Debtor shall not, without the prior written consent of Secured Party, (i) acquire any such Collateral under any arrangement whereby the seller or any other person retains or acquires any security interest in such Collateral or (ii) return or give possession of any such Collateral to any supplier or any other person except in the ordinary course of business. Notwithstanding the foregoing, Secured Party hereby consents to a lease of Collateral by Ranger Energy Leasing, LLC, a Delaware limited liability company, to Ranger Energy Services, LLC, a Delaware limited liability company, so long as any such lease is made expressly subject to the security interests of Secured Party in and to such Collateral.

(f) To the extent not prohibited by applicable law, Debtor will pay all reasonable actual out-of-pocket costs and expenses and reimburse Secured Party for any and all expenditures of every character incurred or expended from time to time, regardless of whether or not a default shall have occurred, in connection with (a) the preparation, negotiation, documentation, closing, renewal, revision, modification, increase, review or restructuring of any loan or credit facility secured by this Agreement, including legal, accounting, auditing, engineering and inspection services and disbursements, or in connection with collecting or attempting to enforce or collect the Purchase Agreement or this Agreement, (b) Secured Party’s evaluating, monitoring, administrating and protecting any of the Collateral and (c) Secured Party’s creating, perfecting and realizing upon Secured Party’s security interests in and liens on any of the Collateral, and all costs and expenses relating to Secured Party’s exercising any of its rights and remedies under the Purchase Agreement or at law, including all appraisal fees, consulting fees, filing fees, taxes, brokerage fees and commissions, Uniform Commercial Code search fees, other fees and expenses incident to title searches, reports and security interests, escrow fees, attorneys’ fees, legal expenses, court costs, other fees and expenses incurred in connection with any complete or partial liquidation of any of the Collateral and all fees and expenses for any professional services relating to any of the Collateral or any operations conducted in connection with it; provided, that no right or option granted by Debtor to Secured Party or otherwise arising pursuant to any provision of this or any other instrument shall be deemed to impose or admit a duty on Secured

Party to supervise, monitor or control any aspect of the character or condition of any of the Collateral or any operations conducted in connection with it for the benefit of Debtor or any other person or entity other than Secured Party. Debtor agrees to indemnify, defend and hold Secured Party, its shareholders, directors, officers, agents, attorneys, advisors and employees (collectively “Indemnified Parties”) harmless from and against any and all loss, liability, obligation, damage, penalty, judgment, claim, deficiency, expense, action, suit, cost and disbursement of any kind or nature whatsoever (including interest, penalties, attorneys’ fees and amounts paid in settlement), imposed on, incurred by or asserted against the Indemnified Parties growing out of or resulting from the Purchase Agreement or any transaction or event contemplated therein (except that such indemnity shall not be paid to any Indemnified Party to the extent such loss, etc. directly results from the negligence, gross negligence or willful misconduct of that Indemnified Party).

(g) Debtor shall account fully and faithfully for and, if Secured Party so elects, shall promptly pay or turn over to Secured Party the proceeds but only up to the amount of the unpaid Debt, in whatever form received from the sale or disposition or realization in any manner of any of the Collateral. Debtor shall at all times keep the Collateral and its proceeds separate and distinct from other property of Debtor and shall keep accurate and complete records of the Collateral and its proceeds. Debtor shall, where applicable, at Debtor’s own expense take all reasonable and appropriate steps to enforce the collection of the Collateral and items representing proceeds thereof

(h) Debtor shall from time to time at the request of Secured Party furnish Secured Party with a schedule of the Collateral constituting the Collateral, containing such information as Secured Party may reasonably specify, and a list of all those liable on checks, notes, drafts and other instruments representing the proceeds of any of the Collateral.

(i) Debtor shall at all times keep accurate books and records reflecting all facts concerning the Collateral including those pertaining to Debtor’s warranties, representations and agreements under this Agreement. Upon reasonable request by Secured Party Debtor will make written designation on Debtor’s books and records to reflect thereon the assignment to Secured Party of the Collateral covered by this Agreement; provided, however, that the failure of Debtor and/or Secured Party to make such a written designation shall not affect the rights of Secured Party to any of the Collateral.

(j) Debtor agrees to provide, maintain and keep in force casualty, liability and other insurance for that portion of the Collateral which is tangible personal property as required by the Purchase Agreement. Until the Debt has been paid in full, Debtor hereby assigns to Secured Party all of Debtor’s rights to collect any and all monies that may become payable under any insurance policies covering any part of the Collateral, or any risk to or about the Collateral. Foreclosure of this Agreement shall automatically constitute foreclosure upon all of Debtor’s rights, titles and interests in and to any policies of insurance insuring any part of or risk to the Collateral and any claims thereunder arising from post-foreclosure events. All proceeds of insurance which were paid for by Debtor or by anyone other than Secured Party or another holder of any of the Debt and which proceeds are actually received by Secured Party before foreclosure shall be applied in payment of the Debt or, at the option of Secured Party, shall be paid to Debtor or to such other person as is legally entitled to them. Except as otherwise provided in the Purchase Agreement, (a) Secured Party shall have no duty to Debtor or anyone else to either require or

provide any insurance or to determine the adequacy or disclose any inadequacy of any insurance; and (b) if Secured Party elects at any time or for any reason to purchase insurance relating to the Collateral, unless otherwise provided in the Purchase Agreement, Secured Party shall have no obligation to cause Debtor or anyone else to be named as an insured, to cause Debtor’s or anyone else’s interests to be insured or protected or to inform Debtor or anyone else that his or its interests are uninsured or underinsured.

(k) Debtor agrees to maintain its existence and to obtain and maintain all material franchises and permits necessary for it continuously to be in good standing in the State of Delaware with full power and authority to conduct its regular business and to own and operate its property until final termination of this Agreement.

(l) Debtor will conduct its business in material compliance with all requirements of governmental and quasi-governmental authorities having jurisdiction over Debtor or the Collateral and will comply with and punctually perform all of the material covenants, agreements and obligations imposed upon it or the Collateral. Debtor will furnish to Secured Party copies of notices of non-compliance received by Debtor from each governmental and quasi-governmental authority within ten (10) days of the receipt thereof

(m) Immediately upon acquiring knowledge of any material adverse change in the assets, liabilities, financial condition, business, operations, affairs or circumstances of any Obligor, Debtor will notify Secured Party in writing thereof, setting forth the nature of such change in reasonable detail. Debtor will take, and will cause to be taken, all such steps as are necessary or appropriate to remedy promptly any such change.

(n) Immediately upon acquiring knowledge thereof Debtor will notify Secured Party in writing within ten (10) days of the existence of any Event of Default, specifying the nature and duration thereof and what action Debtor has taken, is taking and proposes to take with respect thereto. In no event shall silence by Secured Party be deemed a waiver of a default or of an Event of Default. Debtor will take all such steps as are necessary or appropriate to remedy promptly any such default or Event of Default.

(o) Immediately upon obtaining knowledge of the institution of any proceedings arising out of injury or damage to the Collateral, or any portion thereof, Debtor will notify Secured Party in writing of the pendency of such proceedings. Secured Party may participate in any such proceedings, and Debtor shall from time to time deliver to Secured Party all commercially reasonable instruments requested by it to permit such participation. Debtor shall, at its expense, diligently prosecute any such proceedings, and shall consult with Secured Party, its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedings.

(p) Debtor shall at all times maintain proper books of record and account in accordance with sound accounting practice in which true, full and correct entries will be made of all its dealings and business affairs with respect to the Collateral, and will set aside on its books adequate reserves for depletion, depreciation, obsolescence and/or amortization of the Collateral which, in accordance with sound accounting practice, should be set aside. Secured Party shall be

entitled to have such books examined at any time by Secured Party’s agents, with respect to the Collateral only.

(q) Debtor will not change its address, location, name, identity or, if applicable, structure or the jurisdiction under whose laws Debtor is organized without notifying Secured Party of such change in writing at least thirty (30) days before the effective date of such change and unless Debtor shall have taken such action, satisfactory to Secured Party, to have caused the security interest of Secured Party in the Collateral to be at all times fully perfected and in full force and effect.

4.2 If Debtor should fail to comply with any of its agreements, covenants or obligations under this Agreement or the Purchase Agreement, then Secured Party (in Debtor’s name or in Secured Party’s own name) may perform them or cause them to be performed for Debtor’s account and at Debtor’s expense, but shall have no obligation to perform any of them or cause them to be performed. Any and all expenses thus incurred or paid by Secured Party shall be Debtor’s obligations to Secured Party due and payable on demand and each shall bear interest from the date Secured Party pays it until the date Debtor repays it to Secured Party, at the rate of 3.7% per annum. Upon making any such payment or incurring any such expense, Secured Party shall be fully and automatically subrogated to all of the rights of the person, corporation or body politic receiving such payment. Any amounts owing by Debtor to Secured Party pursuant to this or any other provision of this Agreement shall automatically and without notice be and become a part of the Debt and shall be secured by this and all other instruments securing the Debt. The amount and nature of any such expense and the time when it was paid shall be fully established by the affidavit of Secured Party or any of Secured Party’s officers or agents. The exercise of the privileges granted to Secured Party in this Section shall in no event be considered or constitute a cure of the default or a waiver of Secured Party’s right at any time after an Event of Default to declare the Debt to be at once due and payable, but is cumulative of such right and of all other rights given by this Agreement, the Purchase Agreement and of all rights given Secured Party by law.

ARTICLE 5
[Intentionally Left Blank]

ARTICLE 6
Events of Default

The occurrence of any of the following events shall constitute an Event of Default (herein so called) under this Agreement:

(a) any part of the Debt is not paid when due.

(b) Debtor fails to perform, observe or comply with—or defaults under—any of the terms, covenants, conditions or provisions contained in this Agreement or the Purchase Agreement, and such failure shall remain uncured or unwaived for a period of thirty (30) days.

(c) any representation or warranty made in this Agreement or the Purchase Agreement or in any other report or other paper now or hereafter provided to Secured Party pursuant or incident to this Agreement or the Purchase Agreement or the Debt proves to have been untrue or misleading in any material respect as of the date made or deemed made.

(d) Debtor: (i) voluntarily suspends transaction of business; (ii) becomes insolvent or unable to pay its debts as they mature; (iii) commences a voluntary case in bankruptcy or a voluntary petition seeking reorganization or to effect a plan or other arrangement with creditors; (iv) makes an assignment for the benefit of creditors; (v) applies for or consents to the appointment of any receiver or trustee for any such party or for any substantial portion of its property; or (vi) make an assignment to an agent authorized to liquidate any substantial part of its assets.

(e) in respect of Debtor: (i) an involuntary case shall be commenced with any court or other authority seeking liquidation, reorganization or a creditor’s arrangement of any such party; (ii) an order of any court or other authority shall be entered appointing any receiver or trustee for any such party or for any substantial portion of its property; or (iii) a writ or warrant of attachment or any similar process shall be issued by any court or other authority against any substantial portion of the property of any such party and such petition seeking liquidation, reorganization or a creditor’s arrangement or such order appointing a receiver or trustee is not vacated or stayed, or such writ, warrant of attachment or similar process is not vacated, released or bonded off within thirty (30) days after its entry or levy.

(f) the dissolution, liquidation or termination of Debtor.

(g) any action, suit or proceeding shall be commenced against or affecting Debtor or involving the validity or enforceability of this Agreement or the Purchase Agreement, at law or in equity, or before any governmental authority, which impairs or would impair Secured Party’s ability to collect the Debt when due or the enforceability of this Agreement or the Purchase Agreement.

(h) Debtor shall be prevented or relieved by any governmental authority from performing or observing any material term, covenant or condition of this Agreement or the Purchase Agreement.

(i) Debtor shall be in default under or in violation of any law, statute, ordinance, decree, requirement, order, judgment, rule or regulation (or interpretation of any of them) of the United States of America, any State of the United States of America or any political subdivision of any of them, or of any agency, department, commission, board, bureau or court or other tribunal having jurisdiction over any such party or any such party’s property, which violation would reasonably be expected to have a material adverse effect on the Collateral or Debtor’s interest in it.

(j) Debtor shall claim—or any court shall find or rule—that Secured Party does not have a valid lien on any security which may have been provided by Debtor.

(k) the sale, encumbrance or abandonment (except as otherwise expressly agreed to in writing by Secured Party) of the Collateral, securing the Debt, the making of any levy, seizure or attachment of the Collateral or the loss, theft, substantial damage or destruction of the Collateral.

ARTICLE 7
Remedies in Event of Default

7.1 Upon the occurrence and during the continuation of an Event of Default:

(a) Secured Party is authorized, in any legal manner and without breach of the peace, to take possession of the Collateral.

(b) Secured Party may, without notice except as hereinafter provided, sell the Collateral or any part thereof at public or private sale (with or without appraisal or having the Collateral at the place of sale) for cash, upon credit, or for future delivery, and at such price or prices as Secured Party may deem best, and Secured Party may be the purchaser of any and all of the Collateral so sold and may apply upon the purchase price therefor any of the Debt and thereafter hold the same absolutely free from any right or claim of whatsoever kind. Secured Party is authorized at any such sale, if Secured Party deems it advisable or is required by applicable law so to do, (i) to disclaim and to refuse to give any warranty, and (ii) to impose such other limitations or conditions in connection with any such sale as Secured Party deems reasonably necessary or advisable in order to comply with applicable law. Debtor covenants and agrees that it will execute and deliver such documents and take such other action as Secured Party deems reasonably necessary or advisable in order that any such sale may be made in compliance with applicable law. Upon any such sale Secured Party shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral so sold. Each purchaser at any such sale shall hold the property sold absolutely free from any claim or right of whatsoever kind, including any equity or right of redemption, stay or appraisal which Debtor has or may have under any rule of law or statute now existing or hereafter adopted. To the extent notice is required by applicable law, Secured Party shall give Debtor written notice at the address set forth herein (which shall satisfy any requirement of notice or reasonable notice in any applicable statute) of Secured Party’s intention to make any such public or private sale. Such notice (if any is required by applicable law) shall be personally delivered or mailed, postage prepaid, at least ten (10) calendar days before the date fixed for a public sale, or at least ten (10) calendar days before the date after which the private sale or other disposition is to be made, unless the Collateral is of a type customarily sold on a recognized market, is perishable or threatens to decline speedily in value. Such notice (if any is required by applicable law), in case of public sale, shall state the time and place fixed for such sale or, in case of private sale or other disposition other than a public sale, the time after which the private sale or other such disposition is to be made. Any public sale shall be held at such time or times, within the ordinary business hours and at such place or places, as Secured Party may fix in the notice of such sale. At any sale the Collateral may be sold in one lot as an entirety or in separate parcels as Secured Party may determine. Secured Party shall not be obligated to make any sale pursuant to any such notice. Secured Party may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at any time and place fixed for the sale, and such sale may be made at any time or place to which the same may be so adjourned. In case of any sale of all or any part of the Collateral on credit or for future delivery, the Collateral so sold may be retained by Secured Party until the selling price is paid by the purchaser thereof, but Secured Party shall incur no liability in case of the failure of such purchaser to take up and pay for the Collateral so sold, and in case of any such failure, such Collateral may again be sold upon like notice. Each and every method of disposition described in this Section shall constitute disposition

in a commercially reasonable manner. Each Obligor, to the extent applicable, shall remain liable for any deficiency.

(c) Secured Party shall have all the rights of a secured party after default under the Uniform Commercial Code of Texas and in conjunction with, in addition to or in substitution for those rights and remedies:

(i) Secured Party may require Debtor to assemble the Collateral and make it available at a place Secured Party designates which is mutually convenient to allow Secured Party to take possession or dispose of the Collateral; and

(ii) it shall not be necessary that Secured Party take possession of the Collateral or any part thereof before the time that any sale pursuant to the provisions of this Article is conducted and it shall not be necessary that the Collateral or any part thereof be present at the location of such sale; and

(iii) before application of proceeds of disposition of the Collateral to the Debt, such proceeds shall be applied to the reasonable expenses of retaking, holding, preparing for sale or lease, selling, leasing and the like and the reasonable attorneys’ fees and legal expenses incurred by Secured Party, each Obligor, to the extent applicable, to remain liable for any deficiency; and

(iv) the sale by Secured Party of less than the whole of the Collateral shall not exhaust the rights of Secured Party hereunder, and Secured Party is specifically empowered to make successive sale or sales hereunder until the whole of the Collateral shall be sold; and, if the proceeds of such sale of less than the whole of the Collateral shall be less than the aggregate of the Debt, this Agreement and the security interest created hereby shall remain in full force and effect as to the unsold portion of the Collateral just as though no sale had been made; and

(v) in the event any sale hereunder is not completed or is defective in the opinion of Secured Party, such sale shall not exhaust the rights of Secured Party hereunder and Secured Party shall have the right to cause a subsequent sale or sales to be made hereunder; and

(vi) any and all statements of fact or other recitals made in any bill of sale or assignment or other instrument evidencing any foreclosure sale hereunder as to nonpayment of any indebtedness or as to the occurrence of any default, or as to Secured Party having declared all of such indebtedness to be due and payable, or as to notice of time, place and terms of sale and the Collateral to be sold having been duly given, as to any other act or thing having been duly done by Secured Party, shall be taken as prima facie evidence of the truth of the facts so stated and recited; and

(vii) Secured Party may appoint or delegate any one or more persons as agent to perform any act or acts necessary or incident to any sale held by Secured Party, including the sending of notices and the conduct of sale, but in the name and on behalf of Secured Party.

7.2 All remedies herein expressly provided for are cumulative of any and all other remedies existing at law or in equity and are cumulative of any and all other remedies provided

for in any other instrument securing the payment of the Debt or any part thereof, or otherwise benefiting Secured Party, and the resort to any remedy provided for hereunder or under any such other instrument or provided for by law shall not prevent the concurrent or subsequent employment of any other appropriate remedy or remedies.

7.3 In the event that Debtor or any other Obligor is the subject of any insolvency, bankruptcy, receivership, dissolution, reorganization or similar proceeding, federal or state, voluntary or involuntary, under any present or future law or act, Secured Party is entitled to the automatic and absolute lifting of any automatic stay as to the enforcement of its remedies under this Agreement or the Purchase Agreement against the security for the Debt, including specifically the stay imposed by Section 362 of the United States Federal Bankruptcy Code, as amended. Debtor hereby consents to the immediate lifting of any such automatic stay, and will not contest any motion by Secured Party to lift such stay. Debtor expressly acknowledges that the Collateral is security for the Debt, and is not now, and will never be, necessary to any plan of reorganization of any type.

ARTICLE 8
Additional Agreements

8.1 Subject to the automatic reinstatement provisions of Section 8.23 below, upon full payment of the Deb, all rights under this Agreement shall terminate and the Collateral shall become wholly clear of the security interest evidenced hereby, and upon written request by Debtor such security interest shall be released by Secured Party in due form and at Debtor’s cost.

8.2 Secured Party may waive any default without waiving any other prior or subsequent default. Secured Party may remedy any default without waiving the default remedied. The failure by Secured Party to exercise any right, power or remedy upon any default shall not be construed as a waiver of such default or as a waiver of the right to exercise any such right, power or remedy at a later date. No single or partial exercise by Secured Party of any right, power or remedy hereunder shall exhaust the same or shall preclude any other or further exercise thereof, and every such right, power or remedy hereunder may be exercised at any time and from time to time. No modification or waiver of any provision hereof nor consent to any departure by Debtor therefrom shall in any event be effective unless the same shall be in writing and signed by Secured Party and then such waiver or consent shall be effective only in the specific instances, for the purpose for which given and to the extent therein specified. No notice to nor demand on Debtor in any case shall of itself entitle Debtor to any other or further notice or demand in similar or other circumstances. Acceptance by Secured Party of any payment in an amount less than the amount then due on the Debt shall be deemed an acceptance on account only and shall not in any way affect the existence of a default hereunder.

8.3 Secured Party may at any time and from time to time in writing (a) waive compliance by Debtor with any covenant herein made by Debtor to the extent and in the manner specified in such writing; (b) consent to Debtor’s doing any act which hereunder Debtor is prohibited from doing, or consent to Debtor’s failing to do any act which hereunder Debtor is required to do, to the extent and in the manner specified in such writing; (c) release any part of the Collateral, or any interest therein, from the security interest of this Agreement; or (d) release any party liable, either directly or indirectly, for the Debt or for any covenant herein or in any other

instrument now or hereafter securing the payment of the Debt without impairing or releasing the liability of any other party. No such act shall in any way impair the rights of Secured Party hereunder except to the extent specifically agreed to by Secured Party in such writing.

8.4 Secured Party shall not be required to take any steps necessary to preserve any rights against prior parties to any of the Collateral.

8.5 The security interest and other rights of Secured Party hereunder shall not be impaired by any indulgence, moratorium or release granted by Secured Party, including but not limited to (a) any renewal, extension or modification which Secured Party may grant with respect to the Debt, (b) any surrender, compromise, release, renewal, extension, exchange or substitution which Secured Party may grant in respect of any item of the Collateral, or any part thereof or any interest therein, or (c) any release or indulgence granted to any endorser, guarantor or surety of the Debt.

8.6 Secured Party may call at Debtor’s place or places of business at intervals to be determined by Secured Party and, without hindrance or delay, inspect, audit, check and make extracts from and copies of the books, records, journals, orders, receipts, correspondence and other data relating to the Collateral, and Debtor shall assist Secured Party in such actions. Notwithstanding any language contained in this Section to the contrary, Secured Party shall exercise the rights set forth in this Section in a manner so as to not interfere with Debtor’s normal business operations.

8.7 A pdf, scan, electronic, photographic or other accurate and complete reproduction of this Agreement or of any financing statement relating to this Agreement shall be sufficient as a financing statement.

8.8 Debtor will cooperate with Secured Party’s efforts to cause all financing statements and continuation statements relating hereto to be recorded, filed, rerecorded and refiled in such manner and in such places as Secured Party chooses. Debtor hereby authorizes Secured Party to file all such financing statements and to take such other measures as Secured Party may deem necessary or appropriate to perfect any security interests created hereunder in and to the Collateral.

8.9 In the event the ownership of the Collateral or any part thereof becomes vested in a person other than Debtor, Secured Party may, without notice to Debtor, deal with such successor or successors in interest with reference to this Agreement and to the Debt in the same manner as with Debtor, without in any way vitiating or discharging Debtor’s liability hereunder or upon the Debt. No sale of the Collateral, and no forbearance on the part of Secured Party and no extension of the time for the payment of the Debt given by Secured Party shall operate to release, discharge, modify, change or affect, in whole or in part, the liability of Debtor hereunder for the payment of the Debt or the liability of any other person hereunder for the payment of the Debt, except as agreed to in writing by Secured Party.

8.10 If any part of the Debt cannot be lawfully secured by this Agreement, or if the lien, assignments and security interests of this Agreement cannot be lawfully enforced to pay any part of the Debt, then and in either such event, at the option of Secured Party, all payments on the Debt shall be deemed to have been first applied against that part of the Debt.

8.11 This Agreement shall not be changed orally but shall be changed only by agreement in writing signed by Debtor and Secured Party. No course of dealing between the parties, no usage of trade and no parole or extrinsic evidence of any nature shall be used to supplement or modify any of the terms or provisions of this Agreement.

8.12 Any notice, request or other communication required or permitted to be given hereunder shall be given in writing by personal delivery with receipt, by depositing it with an overnight delivery service or by depositing it in a receptacle maintained by the United States Postal Service, postage prepaid, registered or certified mail, return receipt requested, addressed to the respective parties at the addresses shown herein (and if so given, shall be deemed given on the second business day after mailing). Debtor’s address for notice may be changed at any time and from time to time, but only after ten (10) days’ advance written notice to Secured Party and shall be the most recent such address furnished in writing by Debtor to Secured Party. Secured Party’s address for notice may be changed at any time and from time to time, but only after ten (10) days’ advance written notice to Debtor and shall be the most recent such address furnished in writing by Secured Party to Debtor. Actual notice, however and from whomever given or received, shall always be effective when received.

8.13 This Agreement shall be binding upon Debtor, and the heirs, devisees, executors, administrators, personal representatives, trustees, beneficiaries, conservators, receivers, successors and assigns of Debtor, including all successors in interest of Debtor in and to all or any part of the Collateral, and shall benefit Secured Party and its successors and assigns.

8.14 If any provision of this Agreement is held to be illegal, invalid or unenforceable under present or future laws, the legality, validity and enforceability of the remaining provisions of this Agreement shall not be affected thereby, and this Agreement shall be liberally construed so as to carry out the intent of the parties to it. Each waiver in this Agreement is subject to the overriding and controlling rule that it shall be effective only if and to the extent that (a) it is not prohibited by applicable law and (b) applicable law neither provides for nor allows any material sanctions to be imposed against Secured Party for having bargained for and obtained it.

8.15 Secured Party shall be deemed to have exercised reasonable care in the custody and preservation of any of the Collateral in its possession if it takes such action for that purpose as Debtor requests in writing, but failure of Secured Party to comply with such request shall not of itself be deemed a failure to have exercised reasonable care, and no failure of Secured Party to take any action so requested by Debtor shall, in and of itself, be deemed a failure to exercise reasonable care in the custody or preservation of such Collateral. Secured Party shall not be responsible in any way for any depreciation in the value of the Collateral, nor shall any duty or responsibility whatsoever rest upon Secured Party to take any steps to preserve rights against prior parties or to enforce collection of the Collateral by legal proceedings or otherwise, the sole duty of Secured Party, its successors and assigns, being to receive collections, remittances and payments on such Collateral as and when made and received by Secured Party and, at Secured Party’s option, to apply the amount or amounts so received, after deduction of any collection costs incurred, as payment upon any of the Debt or to hold the same for the account and order of Debtor.

8.16 The pronouns used in this Agreement are in the masculine and neuter genders but shall be construed as feminine, masculine or neuter as occasion may require. “Secured Party”,

“Obligor” and “Debtor” as used in this Agreement include the heirs, devisees, executors, administrators, personal representatives, trustees, beneficiaries, conservators, receivers, successors and assigns of those parties. When this Agreement is executed by more than one person, corporation or other legal entity, it shall be construed as though “Debtor” were written “Debtors” and as though the pronoun and verbs were changed to correspond; and in such case (a) each of Debtors shall be bound jointly and severally with one another to keep, observe and perform the covenants, agreements, obligations and liabilities imposed by this Agreement upon the “Debtor”, (b) a release of one or more persons, corporations or other legal entities comprising “Debtor” shall not in any way be deemed a release of any other person, corporation or other legal entity comprising “Debtor”, and (c) a separate action hereunder may be brought and prosecuted against one or more of the persons, corporations or other legal entities comprising “Debtor” without limiting any liability or impairing Secured Party’s right to proceed against any other person, corporation or other legal entity comprising “Debtor”.

8.17 The section headings appearing in this Agreement have been inserted for convenience only and shall be given no substantive meaning or significance whatever in construing the terms and provisions of this Agreement. Terms used in this Agreement which are defined in the Texas Uniform Commercial Code are used with the meanings as therein defined. Wherever the term “including” or a similar term is used in this Agreement, it shall be read as if it were written “including by way of example only and without in any way limiting the generality of the clause or concept referred to.”

8.18 Harris County, Texas shall be a proper place of venue for suit on or in respect of this Agreement. Debtor irrevocably agrees that any legal proceeding in respect of this Agreement shall be brought in the United States District Court for the Southern District of Texas, Houston Division. (collectively, the “Specified Courts”). Debtor hereby irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or the Purchase Agreement brought in any Specified Court, and hereby further irrevocably waives any claims that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Debtor further irrevocably consents to the service of process out of any of the Specified Courts in any such suit, action or proceeding by the mailing of copies thereof by certified mail, return receipt requested, postage prepaid, to Debtor at its address as provided in this Agreement or as otherwise provided by Texas law. Nothing herein shall affect the right of Secured Party to commence legal proceedings or otherwise proceed against Debtor in any jurisdiction or to serve process in any manner permitted by applicable law. Debtor agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE APPLICABLE LAWS OF THE STATE OF TEXAS AND THE UNITED STATES OF AMERICA FROM TIME TO TIME IN EFFECT.

Party harmless from any required return by Secured Party—or recovery from Secured Party—of any such payments because of its being deemed preferential under applicable bankruptcy, receivership or insolvency laws, or for any other reason.

8.20 This Agreement and the Purchase Agreement embody the entire agreement and understanding between Secured Party and Debtor with respect to their subject matter and supersede all prior conflicting or inconsistent agreements, consents and understandings relating to such subject matter. Debtor acknowledges and agrees there is no oral agreement between Debtor and Secured Party which has not been incorporated in this Agreement and the Purchase Agreement.

8.21 This Agreement amends and restates that certain Security Agreement dated as of February 23. 2017 executed by and between Secured Party and RANGER ENERGY SERVICES, LLC, a Delaware limited liability company.

Secured Party:	NATIONAL OILWELL VARCO, L.P.

	By:	NOW Oilfield Services, LLC, its general partner


		By:	/s/Scott B. Livingston
		Name:	Scott B. Livingston
		Title:	Sr. VP, NOV

Exhibit A - Collateral

[Signature Page for Security Agreement]

EXECUTED as of April 28, 2017.

Debtor:	RANGER ENERGY SERVICES, LLC, a Delaware limited liability company


	By:	/s/ Darron Anderson
	Name:	Darron Anderson
	Title:	Chief Executive Officer


	RANGER ENERGY LEASING, LLC, a Delaware limited liability company


	By:	/s/Darron Anderson
	Name:	Darron Anderson
	Title:	Chief Executive Officer

[Signature Page for Security Agreement]

EXHIBIT A

PURCHASE AGREEMENT dated as of February 22, 2017, executed by and between National Oilwell Varco, L.P., acting through it mobile rig group, a Delaware limited partnership, and Ranger Energy Services, LLC, a Delaware limited liability company (and thereafter assigned to and assumed by Ranger Energy Leasing, LLC, a Delaware limited liability company), providing for the purchase of certain mobile rig packages including base beams, mud tanks, mud pumps, pipe racks and other add ons, including without limitation the following:

Item

Mfg#

Model
(Mobile
Rig)

Description

Engine/Transmission

Drawworks

Mast

Serial
Number

VIN

Purchase Price
per Mobile Rig
Package

Actual
Delivery
Date

31727

R&J 5CH

DD Series 60 – 500 HP/Allison 4700 OFS

D500BB with Parmac

104’ – 250k

15-006

1K91AVHM6F3208875 –

*****

March 1, 2017

31797

R&J 5CH

DD Series 60 – 500 HP/Allison 4700 OFS

D500BB with Parmac

104’ – 250k

14-045

1K91AVHM5E3208748

*****

March 31, 2017

31800

R&J 5CH

DD Series 60 – 500 HP/Allison 4700 OFS

D500BB with Parmac

104’ – 250k

17-004

1k91AVHMXF3208777

*****

April 2017*

31801

R&J 5CH

DD Series 60 – 500 HP/Allison 4700 OFS

D500BB with Parmac

104’ – 250k

17-006

1K91AVHM1F32908778

*****

April 2017*

31903

R&J 5CH

DD Series 60 – 500 HP/Allison 4700 OFS

D500BB with Parmac

104’ – 250k

17-008

1H91AKDB5H1674422

*****

April 2017*

31804

R&J 5CH

DD Series 60 – 500 HP/Allison 4700 OFS

D500BB with Parmac

104’ – 250k

16-002

1K91AVHM1F3208781
( out rigger rig)

*****

April 2017*

*Estimated delivery dates only

EX-10.7 3 a2232908zex-10_7.htm EX-10.7

Exhibit 10.7

SECOND AMENDED AND RESTATED

PURCHASE AGREEMENT

This Second Amended and Restated Purchase Agreement (the “Agreement”) is made as of July 3, 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 and as further amended by that certain Amended and Restated Purchase Agreement dated as of April 28, 2017 (together, the “Original Purchase Agreements”);

WHEREAS, the Parties desire to enter into this Agreement in order to amend and restate in its entirety the Original Purchase Agreements, as provided herein, to evidence Ranger’s purchase of two (2) mobile rigs, including auxiliaries, and to evidence Ranger Leasing’s purchase of 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 Agreements;

WHEREAS, five (5) mobile rigs have already been delivered to Ranger Leasing pursuant to the terms of the Original Purchase Agreements; and

WHEREAS, by execution of the Amended and Restated Purchase Agreement, Ranger has assigned the right and obligation to purchase twenty eight (28) of the original thirty (30) rigs that had not yet been sold or delivered as of the date of the Amended and Restated Purchase Agreement, to Ranger Leasing, it being contemplated that Ranger Leasing would subsequently lease such rigs 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 has assigned its right and obligation to purchase twenty eight (28) of the total thirty (30) rigs to Ranger Leasing. As of the date of this Agreement and per the terms of the Original Purchase Agreements two (2) mobile rigs have been delivered by NOV to Ranger and five (5) mobile rigs have been delivered by NOV to Ranger Leasing, all as described in Summary of Deliverables attached hereto as Exhibit “A”. Ranger Leasing hereby agrees to purchase the remainder of the original thirty (30) 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”).

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”. Exhibit “A” details the cost of each Mobile Rig Package and whether Ranger or Ranger Leasing will pay such amount.

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) Prior to the date hereof, ***** for the five (5) purchased and delivered Mobile Rig Packages and the twenty three (23) additional Mobile Rig Packages purchased by Ranger Leasing but not yet delivered by NOV, Ranger Leasing paid *****.

c) Following the date hereof, as bridge financing, prior to the completion of the planned initial public offering of Parent (“Ranger IPO”), Ranger Leasing shall pay the following additional amounts for the twenty eight (28) Mobile Rig Packages purchased by Ranger Leasing: *****.

d) Notwithstanding the foregoing, upon the successful consummation of the Ranger IPO, where such Ranger IPO is successful in raising a gross amount of $150 million in capital (a “Qualifying Ranger IPO”), within thirty (30) days of the Qualifying Ranger IPO, Ranger Leasing shall pay all amounts that are outstanding and unpaid for all Mobile Rig Packages purchased ***** prior to the consummation of the Qualifying Ranger IPO pursuant to paragraph 4 (c) hereof. In addition, notwithstanding any provision to the contrary contained herein, after a Qualifying Ranger IPO, all Mobile Rig Packages purchased by Ranger Leasing pursuant to this Agreement and delivered following the Qualifying Ranger IPO shall be paid for as follows: (i) ***** of the Purchase Price for all the Mobile Rig Packages to be delivered to Ranger Leasing following the Qualifying Ranger IPO shall be paid upon the order of each such Mobile Rig Package by Ranger Leasing and (ii) the balance of the Purchase Price for each Mobile Rig Package to be delivered to Ranger Leasing following the Qualifying Ranger IPO shall be due prior to delivery, however, not later than December 31, 2017. Upon payment in full of the outstanding and unpaid amounts for all delivered Mobile Rig Packages as provided in this Section 4 (d), the Parties shall terminate the security agreement referenced as “Exhibit C” attached hereto, and NOV shall release any security interest in (and file corresponding UCC termination statements with respect to) such Mobile Rig Packages.

Notwithstanding the foregoing, in the event the Ranger IPO raises less than $150 million in proceeds, Ranger will agree to renegotiate payment terms, subject to final approval by both Parties.

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:

a) *****;

b) *****;

c) Statutory Worker’s Compensation Insurance and Employers Liability Insurance, in the amount of $2,000, 000 (Two Million Dollars) per Occurrence;

d) 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;

e) 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

f) Umbrella/Excess Liability over and above underlying coverages (a-c) and (d) 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;

9. *****.

10. *****.

obligations and indemnities of Ranger and Ranger Leasing under this Agreement and the Amended and Restated Security 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 (H) 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 or the Amended and Restated Security Agreement, in each case until all obligations of Ranger and Ranger Leasing under this Agreement and the Amended and Restated Security Agreement shall have been fully satisfied.

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 necessary for NOV to perfect its security interest in the Equipment or 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.

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 *****, 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.

shall exercise good faith and use their best efforts to promptly resolve any such conflict that arises hereunder.

[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 VACO, L.P.
By its general Partner
NOW Oilfield Services, LLC

By:	/s/ Scott Livingston
Name: Scott Livingston
Title: Sr. VP, NOV

Exhibit “A” - 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” Security Agreement, as amended and restated

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*

Estimated 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

*****

DELIVERED

31801

5CH

DD Series 60 500 HP/Allison 4700 OFS

D500BB with Parmac

104-250K

*****

DELIVERED

31903

5CH

DD Series 60 500 HP/Allison 4700 OFS

D500BB with Parmac

104-250K

*****

DELIVERED

31804

5CH (Outrigger)

DD Series 60 500 HP/Allison 4700 OFS

D500BB with Parmac

104-250K

*****

DELIVERED

31880

4CH

DD Series 60 450 HP/Allison 4700 OFS

D500BB with Parmac

102-200K

*****

DELIVERED

31771

6CH

DD Series 60 525 HP/Allison 4700 OFS

D500BB with Parmac

112-300K

*****

Jun-17

31806

6CH

DD Series 60 525 HP/Allison 4700 OFS

D500BB with Parmac

117-300K

*****

Jun-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

*****

· Prices are excluding change orders

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

3. TAXES

d) To secure for Seller any beneficial tax treatment and legally minimize any tax obligations in connection with this Agreement.

4. PAYMENT TERMS

5. DELIVERY

6. FORCE MAJEURE

7. CANCELLATION

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

9. LIMITED WARRANTY

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 nonconforming 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.

10. CHANGES

11. RETURN OF MAKE TO STOCK GOODS

12. LIABILITIES, RELEASES AND INDEMNIFICATION

For purpose of this Article12, the following definitions shall apply:

13. INSURANCE

14. GOVERNING LAW

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

16. REGULATORY COMPLIANCE

17. CONFIDENTIAL INFORMATION

18. INDEPENDENT CONTRACTOR

19. ADDITIONAL RENTAL TERMS AND CONDITIONS

20. GENERAL

SECURITY AGREEMENT

ARTICLE 1
Creation of Security Interest

ARTICLE 2
Secured Indebtedness

2.1 This Agreement is made to secure all of the following present and future debt and obligations:

ARTICLE 3
Representations and Warranties

Debtor represents and warrants as follows:

(c) All of Debtor’s books and records with regard to the Collateral are maintained and kept at the address of Debtor set forth in this Agreement.

(d) Debtor has never changed its name, whether by amendment of its organizational documents or otherwise, or the jurisdiction under whose laws Debtor is organized.

and perform its obligations under this Agreement and the Purchase Agreement, (ii) Debtor is duly qualified to do business and in good standing in each jurisdiction in which the nature of the business it conducts makes such qualification necessary or desirable and (iii) Debtor’s execution, delivery and performance of this Agreement and the Purchase Agreement have been duly authorized by all necessary action under Debtor’s organizational documents and otherwise.

(l) Debtor is not in default with respect to any order, writ, injunction, decree or demand of any court or other governmental authority, in the payment of any debt for

borrowed money in an aggregate amount equal to or greater than $100,000 or under any agreement or other papers evidencing or securing any such debt.

(m) Debtor is not a party to any contract or agreement which materially and adversely affects its business, property, assets or financial condition.

(q) Debtor possesses all material permits, licenses, patents, trademarks, tradenames and copyrights required to conduct its business.

ARTICLE 4
Covenants

4.1 Debtor covenants and agrees with Secured Party as follows:

diligently endeavor to cure any defect that may be developed or claimed, and will take all necessary and proper steps for the defense of such legal proceedings.

expenses for any professional services relating to any of the Collateral or any operations conducted in connection with it; provided, that no right or option granted by Debtor to Secured Party or otherwise arising pursuant to any provision of this or any other instrument shall be deemed to impose or admit a duty on Secured Party to supervise, monitor or control any aspect of the character or condition of any of the Collateral or any operations conducted in connection with it for the benefit of Debtor or any other person or entity other than Secured Party. Debtor agrees to indemnify, defend and hold Secured Party, its shareholders, directors, officers, agents, attorneys, advisors and employees (collectively “Indemnified Parties”) harmless from and against any and all loss, liability, obligation, damage, penalty, judgment, claim, deficiency, expense, action, suit, cost and disbursement of any kind or nature whatsoever (including interest, penalties, attorneys’ fees and amounts paid in settlement), imposed on, incurred by or asserted against the Indemnified Parties growing out of or resulting from the Purchase Agreement or any transaction or event contemplated therein (except that such indemnity shall not be paid to any Indemnified Party to the extent such loss, etc. directly results from the negligence, gross negligence or willful misconduct of that Indemnified Party).

holder of any of the Debt and which proceeds are actually received by Secured Party before foreclosure shall be applied in payment of the Debt or, at the option of Secured Party, shall be paid to Debtor or to such other person as is legally entitled to them. Except as otherwise provided in the Purchase Agreement, (a) Secured Party shall have no duty to Debtor or anyone else to either require or provide any insurance or to determine the adequacy or disclose any inadequacy of any insurance; and (b) if Secured Party elects at any time or for any reason to purchase insurance relating to the Collateral, unless otherwise provided in the Purchase Agreement, Secured Party shall have no obligation to cause Debtor or anyone else to be named as an insured, to cause Debtor’s or anyone else’s interests to be insured or protected or to inform Debtor or anyone else that his or its interests are uninsured or underinsured.

(n) Immediately upon acquiring knowledge thereof, Debtor will notify Secured Party in writing within ten (10) days of the existence of any Event of Default, specifying the nature and duration thereof and what action Debtor has taken, is taking and proposes to take with respect thereto. In no event shall silence by Secured Party be deemed a waiver of a default or of an Event of Default. Debtor will take all such steps as are necessary or appropriate to remedy promptly any such default or Event of Default.

(p) Debtor shall at all times maintain proper books of record and account in accordance with sound accounting practice in which true, full and correct entries will be made of

all its dealings and business affairs with respect to the Collateral, and will set aside on its books adequate reserves for depletion, depreciation, obsolescence and/or amortization of the Collateral which, in accordance with sound accounting practice, should be set aside. Secured Party shall be entitled to have such books examined at any time by Secured Party’s agents, with respect to the Collateral only.

ARTICLE 5
[Intentionally Left Blank]

ARTICLE 6
Events of Default

The occurrence of any of the following events shall constitute an Event of Default (herein so called) under this Agreement:

(a) any part of the Debt is not paid when due.

(f) the dissolution, liquidation or termination of Debtor.

(h) Debtor shall be prevented or relieved by any governmental authority from performing or observing any material term, covenant or condition of this Agreement or the Purchase Agreement.

(j) Debtor shall claim—or any court shall find or rule—that Secured Party does not have a valid lien on any security which may have been provided by Debtor.

ARTICLE 7
Remedies in Event of Default

7.1 Upon the occurrence and during the continuation of an Event of Default:

(a) Secured Party is authorized, in any legal manner and without breach of the peace, to take possession of the Collateral.

in this Section shall constitute disposition in a commercially reasonable manner. Each Obligor, to the extent applicable, shall remain liable for any deficiency.

7.2 All remedies herein expressly provided for are cumulative of any and all other remedies existing at law or in equity and are cumulative of any and all other remedies provided for in any other instrument securing the payment of the Debt or any part thereof, or otherwise benefiting Secured Party, and the resort to any remedy provided for hereunder or under any such other instrument or provided for by law shall not prevent the concurrent or subsequent employment of any other appropriate remedy or remedies.

ARTICLE 8
Additional Agreements

8.1 Subject to the automatic reinstatement provisions of Section 8.19 below, upon full payment of the Deb, all rights under this Agreement shall terminate and the Collateral shall become wholly clear of the security interest evidenced hereby, and upon written request by Debtor such security interest shall be released by Secured Party in due form and at Debtor’s cost.

the Collateral, or any interest therein, from the security interest of this Agreement; or (d) release any party liable, either directly or indirectly, for the Debt or for any covenant herein or in any other instrument now or hereafter securing the payment of the Debt without impairing or releasing the liability of any other party. No such act shall in any way impair the rights of Secured Party hereunder except to the extent specifically agreed to by Secured Party in such writing.

8.4 Secured Party shall not be required to take any steps necessary to preserve any rights against prior parties to any of the Collateral.

Party’s option, to apply the amount or amounts so received, after deduction of any collection costs incurred, as payment upon any of the Debt or to hold the same for the account and order of Debtor.

8.16 The pronouns used in this Agreement are in the masculine and neuter genders but shall be construed as feminine, masculine or neuter as occasion may require. “Secured Party”, “Obligor” and “Debtor” as used in this Agreement include the heirs, devisees, executors, administrators, personal representatives, trustees, beneficiaries, conservators, receivers, successors and assigns of those parties. When this Agreement is executed by more than one person, corporation or other legal entity, it shall be construed as though “Debtor” were written “Debtors” and as though the pronoun and verbs were changed to correspond; and in such case (a) each of Debtors shall be bound jointly and severally with one another to keep, observe and perform the covenants, agreements, obligations and liabilities imposed by this Agreement upon the “Debtor”, (b) a release of one or more persons, corporations or other legal entities comprising “Debtor” shall not in any way be deemed a release of any other person, corporation or other legal entity comprising “Debtor”, and (c) a separate action hereunder may be brought and prosecuted against one or more of the persons, corporations or other legal entities comprising “Debtor” without limiting any liability or impairing Secured Party’s right to proceed against any other person, corporation or other legal entity comprising “Debtor”.

8.18 Harris County, Texas shall be a proper place of venue for suit on or in respect of this Agreement. Debtor irrevocably agrees that any legal proceeding in respect of this Agreement shall be brought in the United States District Court for the Southern District of Texas, Houston Division. (collectively, the “Specified Courts”). Debtor hereby irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or the Purchase Agreement brought in any Specified Court, and hereby further irrevocably waives any claims that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Debtor further irrevocably consents to the service of process out of any of the Specified Courts in any such suit, action or proceeding by the mailing of copies thereof by certified mail, return receipt requested, postage prepaid, to Debtor at its address as provided in this Agreement or as otherwise provided by Texas law. Nothing herein shall affect the right of Secured Party to commence legal proceedings or otherwise proceed against Debtor in any jurisdiction or to serve process in any manner permitted by applicable law. Debtor agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE APPLICABLE LAWS OF THE STATE OF TEXAS AND THE UNITED STATES OF AMERICA FROM TIME TO TIME IN EFFECT.

8.19 Debtor agrees that, if at any time all or any part of any payment previously applied by Secured Party to the Debt is or must be returned by Secured Party—or recovered from Secured Party—for any reason (including the order of any bankruptcy court), this Agreement shall automatically be reinstated to the same effect, as if the prior application had not been made, and, in addition, Debtor hereby agrees to indemnify Secured Party against, and to save and hold Secured Party harmless from any required return by Secured Party—or recovery from Secured Party—of any such payments because of its being deemed preferential under applicable bankruptcy, receivership or insolvency laws, or for any other reason.

8.21 This Agreement amends and restates that certain Security Agreement dated as of April 28, 2017 executed by and between Secured Party and Debtor.


EXECUTED as of July , 2017.

Debtor:	RANGER ENERGY SERVICES, LLC,
	a Delaware limited liability company

	By:
	Name:
	Title:

	RANGER ENERGY LEASING, LLC,
	a Delaware limited liability company

	By:
	Name:
	Title:

[Signature Page for Security Agreement]

Secured Party:	NATIONAL OILWELL VARCO, L.P.

	By:	NOW Oilfield Services, LLC,
		its general partner,

		By:
		Name:
		Title:

Exhibit A — Collateral

[Signature Page for Security Agreement]

EXHIBIT A

Amended and Restated PURCHASE AGREEMENT dated as of July , 2017, executed by and between National Oilwell Varco, L.P., acting through it mobile rig group, a Delaware limited partnership, and Ranger Energy Services, LLC, a Delaware limited liability company and Ranger Energy Leasing, LLC, a Delaware limited liability company (as the same may be amended, modified, supplemented and restated from time to time), providing for the purchase of certain mobile rig packages including base beams, mud tanks, mud pumps, pipe racks and other add ons, including without limitation the following:

Item

Mfg#

Model
(Mobile
Rig)

Description

Engine/Transmission

Drawworks

Mast

Serial
Number

VIN

Purchase Price per
Mobile Rig Package

Actual
Delivery
Date

31727

R&J 5CH

DD Series 60 — 500 HP/Allison 4700 OFS

D500BB with Parmac

104’ — 250k

15-006

1K91AVHM6F3208875 — Manuf. 31797

*****

March 1, 2017

31797

R&J 5CH

DD Series 60 — 500 HP/Allison 4700 OFS

D500BB with Parmac

104’ — 250k

14-045

1K91AVHM5E3208748

*****

March 31, 2017

31800

R&J 5CH

DD Series 60 — 500 HP/Allison 4700 OFS

D500BB with Parmac

104’ — 250k

17-004

1k91AVHMXF3208777 MFG # 31800

*****

May 16, 2017

31801

R&J 5CH

DD Series 60 — 500 HP/Allison 4700 OFS

D500BB with Parmac

104’ — 250k

17-006

1K91AVHM1F32908778 MFG 31801

*****

May 24, 2017

31903

R&J 5CH

DD Series 60 — 500 HP/Allison 4700 OFS

D500BB with Parmac

104’ — 250k

17-008

1H91AKDB5H1674426 MFG 31903

*****

June 1, 2017

31804

R&J 5CH

DD Series 60 — 500 HP/Allison 4700 OFS

D500BB with Parmac

104’ — 250k

16-002

1K91AVHM1F3208781 MFG 31804 (out rigger rig)

*****

June 27, 2017

31880

R&J 4CH

DD Series 60 — 450 HP/Allison 4700 OFS

D500BB with Parmac

102-200k

17-005

1H91CGDB0F1674113 MFG 31880

*****

June 30, 2017

31904

R&J 5CH

DD Series 60 — 500 HP/Allison 4700 OFS

D500BB with Parmac

102-250k

17-010

1H91AKDB7H1674430 MFG 31904

*****

Estimated July 12, 2017*

EX-10.8 4 a2232908zex-10_8.htm EX-10.8

Exhibit 10.8

THIRD

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

RANGER ENERGY HOLDINGS, LLC

(A Delaware Limited Liability Company)

EFFECTIVE AS OF [·], 2017

THE UNITS REFERENCED HEREIN HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE OR FOREIGN SECURITIES LAWS. WITHOUT REGISTRATION, THESE SECURITIES MAY NOT BE SOLD, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED AT ANY TIME WHATSOEVER, EXCEPT ON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE BOARD OF THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR THE TRANSFER, OR THE SUBMISSION TO THE BOARD OF THE COMPANY OF OTHER EVIDENCE SATISFACTORY TO THE BOARD TO THE EFFECT THAT ANY TRANSFER WILL NOT BE IN VIOLATION OF THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE AND FOREIGN SECURITIES LAWS OR ANY RULE OR REGULATION PROMULGATED THEREUNDER. ADDITIONALLY, ANY SALE OR OTHER TRANSFER OF UNITS IS SUBJECT TO CERTAIN RESTRICTIONS THAT ARE SET FORTH IN THIS THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT.

THIRD
AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
OF
RANGER ENERGY HOLDINGS, LLC
(A Delaware Limited Liability Company)

TABLE OF CONTENTS

		Page

ARTICLE 1
DEFINITIONS

1.1	Definitions	2
1.2	Other Definitional Provisions	18

ARTICLE 2
CONTINUATION

2.1	Name and Continuation; Effect on Prior Agreement	18
2.2	Principal Place of Business	18
2.3	Registered Office and Agent	18
2.4	Duration	19
2.5	Purposes and Powers	19
2.6	Foreign Qualification	19
2.7	No State-Law Partnership	19

ARTICLE 3
MEMBERSHIP

3.1	Members	19
3.2	Additional Members	19
3.3	Transfer Restriction	20
3.4	Right of First Refusal	20
3.5	Tag Along Rights	22
3.6	Call Option	24
3.7	Community Property	27
3.8	Drag-Along Right	28
3.9	Substitute Member	30
3.10	Assignee’s Rights	30
3.11	Tax Matters	30
3.12	Confidentiality; Non-Compete; Non-Solicitation	30
3.13	Lack of Authority	33
3.14	Liability to Third Parties	33
3.15	Withdrawal	33
3.16	Compensation	33
3.17	Certificates	33

3.18	Waiver of Fiduciary Duties and Corporate Opportunity	34
3.19	Registration Rights	36
3.20	Fair Market Value	39
3.21	Conversion to a Corporation	40
3.22	Ranger Reorganization	41

ARTICLE 4
MEETINGS OF MEMBERS

4.1	Place	41
4.2	Annual Meetings	41
4.3	Special Meetings	42
4.4	Notice	42
4.5	Quorum	42
4.6	General Voting Procedures	42
4.7	Registered Members	42
4.8	Actions Without a Meeting and Telephonic Meetings	43

ARTICLE 5
RIGHTS AND DUTIES OF THE BOARD

5.1	Management	43
5.2	Number and Qualifications	43
5.3	Election	43
5.4	Vacancy	44
5.5	Removal	44
5.6	Annual Meetings	44
5.7	Regular Meetings	44
5.8	Special Meetings	44
5.9	General Voting Procedures	45
5.10	Quorum	47
5.11	Attendance and Waiver of Notice	47
5.12	No Compensation; Reimbursement of Expenses	48
5.13	Officers	48
5.14	Actions Without a Meeting and Telephone Meetings	48
5.15	Advisory Managers	48
5.16	Responsibility of the Managers and Officers; Limitation of Liability	49
5.17	Affiliate Contracts; Related Party Transactions; Conflicts of Interest	49

ARTICLE 6
CAPITALIZATION

6.1	Previous Capital Contributions	51
6.2	Additional Capital Contributions	51
6.3	Preemptive Rights	54
6.4	Equity Incentive Plan	55
6.5	Member Loans	57

6.6	Withdrawal or Reduction of Capital Contributions	57
6.7	Units	57
6.8	Liability of Members	57

ARTICLE 7
ALLOCATIONS AND DISTRIBUTIONS

7.1	Distributions	58
7.2	Basic Allocations	59
7.3	Allocations on Transfers	60
7.4	Special Allocations	60
7.5	Curative Allocations	61
7.6	Other Allocation Rules	62
7.7	Capital Accounts	63
7.8	Tax Withholding	63

ARTICLE 8
INDEMNIFICATION AND INSURANCE

8.1	Right to Indemnification	63
8.2	Right to Advancement of Expenses	64
8.3	Non-Exclusivity of Rights	64
8.4	Insurance	64
8.5	Indemnification of Employees and Agents	64
8.6	Other Indemnities	65

ARTICLE 9
BOOKS AND ACCOUNTS

9.1	Accounting Principles	65
9.2	Records and Reports	65
9.3	Tax Returns and Other Elections	66
9.4	Tax Matters Member	66
9.5	Bank Accounts	67
9.6	Expenses	67

ARTICLE 10
DISSOLUTION AND WINDING UP

10.1	Dissolution	67
10.2	Winding-up	68
10.3	Distribution of Assets on Dissolution	68
10.4	Distributions in Kind	69
10.5	Certificate of Cancellation	69

iii

ARTICLE 11
MISCELLANEOUS PROVISIONS

11.1	Notices	69
11.2	Amendments	70
11.3	Reliance on Authority of Persons Signing Agreement	71
11.4	Governing Law; Exclusive Venue	71
11.5	No Action for Partition	72
11.6	Headings and Sections; Exhibits	72
11.7	Number and Gender	72
11.8	Binding Effect	72
11.9	No Third-Party Beneficiary	72
11.10	Sole and Absolute Discretion	72
11.11	Title to Company Property	72
11.12	Severability	73
11.13	Counterparts	73
11.14	Entire Agreement	73

SPOUSAL JOINDERS

Form of Spousal Joinder

EXHIBITS

Exhibit A Basic Information

THIRD
AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
OF
RANGER ENERGY HOLDINGS, LLC
(A Delaware Limited Liability Company)

THIS THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT, dated effective as of [·], 2017, is hereby (i) duly adopted as the Limited Liability Company Agreement of Ranger Energy Holdings, LLC, a Delaware limited liability company (the “Company”), by Approval of a Supermajority of the Board, and (ii) ratified, confirmed and approved by Members of the Company constituting the Approval of a Majority of the Members and approval of the holders of a majority of each class of Units pursuant to Section 11.2(a) of the Prior Agreement.

RECITALS

WHEREAS, the Company was formed as a Delaware limited liability company on June 19, 2014, by the filing of a Certificate of Formation (the “Certificate”) with the Delaware Secretary of State;

WHEREAS, immediately prior to the effective date of this Agreement, the Company was governed by that certain Second Amended and Restated Limited Liability Company Agreement of the Company, dated as of October 3, 2016 (as subsequently amended, the “Prior Agreement”), which was ratified, confirmed and approved by all of the Members of the Company;

WHEREAS, the Company, Ranger Energy Services, Inc., a Delaware corporation “PubCo”) and their related companies wish to engage in an initial public offering (the “Ranger IPO”), which will be effected using an “Up-C” structure that entails, among other things, offering shares of Class A common stock, par value $0.01 per share, of PubCo; and

WHEREAS, the parties hereto desire to amend and restate the Prior Agreement in its entirety and, in connection therewith, desire to facilitate the Ranger IPO and authorize the Ranger Reorganization as set forth herein and to agree upon various other matters relating to the Company.

NOW, THEREFORE, for and in consideration of the mutual covenants, rights and obligations set forth herein, the benefits to be derived therefrom, and for other good and valuable consideration, the receipt and sufficiency of which each Manager and Member hereby acknowledges, the Managers and Members, intending to be legally bound hereby, do agree as follows:

ARTICLE 1
DEFINITIONS

1.1 Definitions. The following terms used in this Agreement shall have the following meanings (unless otherwise expressly provided herein):

“1933 Act” means the Securities Act of 1933, as amended, and any successor statute.

“Accountant” means the certified public accountant or firm of certified public accountants, if any, selected by the Board to perform accounting functions on behalf of the Company.

“Acquiring Party” has the meaning set forth in Section 3.18(c).

“Acquisition Contract” has the meaning set forth in Section 3.18(c).

“Act” means the Delaware Limited Liability Company Act, as the same may be amended from time to time, and any successor statute.

“Adjusted Capital Account Deficit” means with respect to any Member, the deficit balance, if any, in the Capital Account of that Member as of the end of the relevant Fiscal Year, or other relevant period, giving effect to all adjustments previously made thereto pursuant to Section 7.7 and further adjusted as follows: (a) credit to such Capital Account, any amounts which that Member is obligated or deemed obligated to restore pursuant to any provision of this Agreement or pursuant to Treasury Regulations Section 1.704-1(b)(2)(ii)(c); (b) debit to such Capital Account, the items described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), (5), and (6); and (c) to the extent required under the Treasury Regulations, credit to such Capital Account (i) that Member’s share of Partnership Minimum Gain and (ii) that Member’s share of Partner Nonrecourse Debt Minimum Gain.

“Advancement of Expenses” has the meaning set forth in Section 8.2.

“Advisory Manager” has the meaning set forth in Section 5.15(a).

“Affiliate” means:

(a) with respect to any Person, any other Person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such Person; or

(b) with respect to the Company, any subsidiary of the Company and any Manager or any affiliate (as such term is defined in clause (a) of this definition) of any Manager.

The term “control” (including the terms “controls,” “controlled,” “controlled by” and “under common control with”) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting interests or capital stock, by contract or otherwise.

“Affiliate Contract” has the meaning set forth in Section 5.17(a).

“Agreement” means this Third Amended and Restated Limited Liability Company Agreement of the Company, as originally adopted and as amended or restated from time to time.

“Approval of a Majority of the Class A-1 Members” or “Approved by a Majority of the Class A-1 Members” means any Class A-1 Members who, in the aggregate, own more than fifty percent (50%) of the Class A-1 Units owned by all of the Class A-1 Members.

“Approval of a Majority of the Class A-2 Members” or “Approved by a Majority of the Class A-2 Members” means any Class A-2 Members who, in the aggregate, own more than fifty percent (50%) of the Class A-2 Units owned by all of the Class A-2 Members.

“Approval of a Majority of the Class B Members” or “Approved by a Majority of the Class B Members” means any Class B Members who, in the aggregate, own more than fifty percent (50%) of the Class B Units owned by all of the Class B Members.

“Approval of a Majority of the Members” or “Approved by a Majority of the Members” means a combination of any Class A Members and Class B Members who, in the aggregate, own more than fifty percent (50%) of the Class A Units and the Class B Units (taken together as a single class) owned by all of the Class A Members and the Class B Members (taken together as a single class).

“Approval of a Supermajority of the Board”, “Approved by a Supermajority of the Board”, “Approval of a Supermajority of the Managers” or “Approved by a Supermajority of the Managers” means the affirmative approval of a Majority of such Managers by voting power, as set forth in Section 5.9(a), provided such approval includes the Class A-2 Manager until the date that the Class A-2 Members own, in the aggregate, less than ten percent (10%) of the issued and outstanding Class A Units held by the Class A-2 Member as of the date of this Agreement.

“Approval of the Board”, “Approved by the Board”, “Approval of the Managers” or “Approved by the Managers” means, with respect to any referenced group of Managers, the affirmative approval of a Majority of such Managers by voting power, as set forth in Section 5.9(a).

“Assignee” means a transferee of all or any portion of a Member’s or any other transferor’s Units.

“Bankruptcy” means, with respect to any Member, that Member’s taking or acquiescing in the taking of an action seeking relief under, or advantage of, any applicable debtor relief, liquidation, receivership, conservatorship, bankruptcy, moratorium, rearrangement, insolvency, reorganization, or similar law affecting the rights or remedies of creditors generally, as in effect from time to time.

“Basic Regulatory Allocations” has the meaning set forth in Section 7.5.

“Board” has the meaning given that term in Section 5.1.

“Business Day” means a day other than a Saturday, Sunday, or other day that is a United States nationally recognized holiday.

“Call Closing” has the meaning set forth in Section 3.6(e).

“Call Option” has the meaning set forth in Section 3.6(a).

“Call Seller” has the meaning set forth in Section 3.6(a).

“Called Units” has the meaning set forth in Section 3.6(a).

“Capital Account” has the meaning set forth in Section 7.7.

“Capital Contribution” means any contribution to the capital of the Company in cash or property by a Member whenever made (which as of the effective date of this Agreement are in the amounts referenced in the column “Existing Capital Account” of such Member set forth in the Member Schedule).

“Capital Return Account” means, with respect to each Member, as of any relevant date, an amount equal to the Capital Contributions made by such Member (which, as of the effective date of this Agreement are in the amounts referenced in the column “Existing Capital Return Account” of such Member set forth in the Member Schedule), less the aggregate amount of distributions made to such Member prior to that relevant date pursuant to Section 7.1(a) under clause (ii) of the heading “Participating Distribution Allocations” and clause (ii) of the heading “Non-Participating Distribution Allocations” and/or treated as made thereunder pursuant to Section 10.3(c).

“Cause” means, with respect to any Member, the meaning set forth in that Member’s Grant Agreement.

“Certificate” has the meaning set forth in the Recitals.

“Class A Member” means any Class A-1 Member or Class A-2 Member.

“Class A Units” means the Class A-1 Units and the Class A-2 Units.

“Class A-1 Manager” has the meaning set forth in Section 5.3(a).

“Class A-1 Member” means each Person designated as a Member holding Class A-1 Units on the Member Schedule, any successor(s) to all or any part of any such Person’s Class A-1 Units in the Company, or any other Person admitted as a Member of the Company holding Class A-1 Units pursuant to this Agreement, each in the capacity as a Member of the Company holding only Class A-1 Units, unless such Person has ceased to be a Member.

“Class A-1 Units” means preferred units of economic interest equal with each other, each with the rights and liabilities, at any particular time, including rights to vote, rights to distributions (liquidating or otherwise) and allocations, as provided in this Agreement.

“Class A-2 Manager” has the meaning set forth in Section 5.3(b).

“Class A-2 Member” means each Person designated as a Member holding Class A-2 Units on the Member Schedule, any successor(s) to all or any part of any such Person’s Class A-2 Units in the Company, or any other Person admitted as a Member of the Company holding Class A-2 Units pursuant to this Agreement, each in the capacity as a Member of the Company holding only Class A-2 Units, unless such Person has ceased to be a Member.

“Class A-2 Units” means preferred units of economic interest equal with each other, each with the rights and liabilities, at any particular time, including rights to vote, rights to distributions (liquidating or otherwise) and allocations, as provided in this Agreement.

“Class B Manager” has the meaning set forth in Section 5.3(c).

“Class B Member” means each Person designated as a Member holding Class B Units on the Member Schedule, any successor(s) to all or any part of any such Person’s Class B Units in the Company, or any other Person admitted as a Member of the Company holding Class B Units pursuant to this Agreement, each in the capacity as a Member of the Company holding only Class B Units, unless such Person has ceased to be a Member.

“Class B Units” means preferred units of economic interest equal with each other, each with the rights and liabilities, at any particular time, including rights to vote, rights to distributions (liquidating or otherwise) and allocations, as provided in this Agreement.

“Class C Member” means each Person designated as a Member holding Class C Units on the Member Schedule, any successor(s) to all or any part of any such Person’s Class C Units in the Company, or any other Person admitted as a Member of the Company holding Class C Units pursuant to this Agreement, each in the capacity as a Member of the Company holding only Class C Units, unless such Person has ceased to be a Member. No Class C Member shall have the right to vote or otherwise approve any action by the Members in any respect whatsoever with respect to such Member’s Class C Units, except as required by the Act or by applicable law or pursuant to Section 11.2.

“Class C Units” means units of economic interest, each with the rights and liabilities, at any particular time, including rights to distributions (liquidating or otherwise) and allocations, as provided in this Agreement. Class C Units shall be non-voting, and confer no right to vote or otherwise approve any action by the Members in any respect whatsoever, except as required by the Act or by applicable law.

“Class D Member” means each Person designated as a Member holding Class D Units on the Member Schedule, any successor(s) to all or any part of any such Person’s Class D Units in the Company, or any other Person admitted as a Member of the Company holding Class D Units pursuant to this Agreement, each in the capacity as a Member of the Company holding only Class D Units, unless such Person has ceased to be a Member. No Class D Member shall have the right to vote or otherwise approve any action by the Members in any respect whatsoever with respect to such Member’s Class D Units, except as required by the Act or by applicable law or pursuant to Section 11.2.

provided in this Agreement. Class D Units shall be non-voting, and confer no right to vote or otherwise approve any action by the Members in any respect whatsoever, except as required by the Act or by applicable law.

“Code” means the Internal Revenue Code of 1986, as amended, and any successor statute.

“Commission” means the Securities and Exchange Commission, or any governmental authority succeeding to any of its principal functions.

“Community Property Event” means, with respect to any Member that is a natural Person, any event (including events related to death of a spouse or divorce of a Member) that results in that Member no longer having full and exclusive voting and investment power with respect to his Membership Interest.

“Company” has the meaning set forth in the preamble.

“Competing Business” has the meaning set forth in Section 3.12(b)(i).

“Competing Business Acquisition” has the meaning set forth in Section 3.18(c).

“Competing Business Acquisition Notice” has the meaning set forth in Section 3.18(c).

“Conflict Matter” has the meaning set forth in Section 5.17(a).

“Contribution Agreement” means the certain Asset Contribution Agreement, dated as of the date hereof, by and among Bayou Well Holdings Company, LLC, Bayou Workover Services, LLC, the Company, and Ranger Energy Services, LLC.

“Conversion” has the meaning set forth in Section 3.21.

“Corporate Opportunity” has the meaning set forth in Section 3.18(b).

“Cost” means, with respect to any property, assets and/or business contributed to the Company by CSL or its Affiliates pursuant to Section 6.2(a), an amount equal to (a) the fair market value (as determined by CSL Management in Good Faith) of such property, assets and/or businesses plus (b) all reasonable out-of-pocket fees and expenses incurred by CSL and its Affiliates in connection with such acquisition, including the reasonable fees, charges, and expenses of outside consultants, accountants, and attorneys. In determining the fair market value of any property, assets and/or businesses contributed to the Company by CSL or its Affiliates pursuant to Section 6.2(a), (i) CSL Management shall give the Class A-2 Members prior written notice of its determination and will, in Good Faith, take into consideration any comments provided by the Class A-2 Members with respect to such fair market value; and (ii) such fair market value shall not be greater than the total consideration payable by CSL and its Affiliates to the Third Parties from which such property, assets and/or businesses were acquired (if such property, assets and/or businesses were acquired from Third Parties) plus the dollar amount of any other capital invested by CSL or its Affiliates in such property, assets and/or businesses (only to the extent such other capital was invested for legitimate business needs with respect to

such property, assets and/or businesses, as determined in Good Faith by CSL Management), including any expenses associated with such contribution. For the avoidance of doubt, “Cost” shall be the sum of the amounts contemplated by subsections (a) and (b) in the first sentence hereof.

“CP Interest” has the meaning set forth in Section 3.7(a).

“CP Option” has the meaning set forth in Section 3.7(a).

“CP Purchase Price” has the meaning set forth in Section 3.7(a).

“CP Spouse” has the meaning set forth in Section 3.7(a).

“CSL” means, collectively, CSL Energy Opportunities Fund I, L.P., a Delaware limited partnership, CSL Energy Opportunities Fund II, L.P., a Delaware limited partnership, CSL Energy Holdings I, LLC, a Delaware limited liability company, and CSL Energy Holdings II, LLC, a Delaware limited liability company, and any Permitted Transferee thereof other than the Company, in each case solely with respect to any and all periods during which such Person is a Member of the Company.

“CSL Management” means CSL Capital Management, LLC, a Delaware limited liability company.

“Deemed Extension” has the meaning set forth in Section 3.6(h).

“Defaulting Member” has the meaning set forth in Section 6.2(d).

“Depreciation” means, for each Fiscal Year or other period, an amount equal to the depreciation, amortization, or any other cost recovery deduction allowable with respect to an asset for that year or other period, except that if the Gross Asset Value of an asset differs from its tax basis at the beginning of the year or other period, depreciation shall be an amount that bears the same ratio to the beginning Gross Asset Value as the federal income tax depreciation, amortization, or other cost recovery deduction for the year or other period bears to the beginning tax basis, except that, if the federal income tax depreciation, amortization, or other cost recovery deduction for that year or other period is zero, depreciation shall be determined with reference to the beginning Gross Asset Value using any reasonable method selected by the Managers.

“Disability” means, with respect to any Member, the meaning set forth in that Member’s Grant Agreement.

“Distributable Cash” means Net Cash Flow and Net Cash Proceeds.

“Dollar” or “$” means United States Dollars.

“Drag-Along Notice” has the meaning set forth in Section 3.8(b).

“Drag-Along Right” has the meaning set forth in Section 3.8(a).

“Drag-Along Sale” has the meaning set forth in Section 3.8(a).

“Drag Seller” has the meaning set forth in Section 3.8(a).

“Due Date” has the meaning set forth in Section 7.1(b).

“Encumbrance” means the creation of a security interest, lien, pledge, mortgage or other encumbrance, whether such encumbrance be voluntary, involuntary or by operation of law.

“Entity” means any joint venture, general partnership, limited partnership, limited liability company, corporation, trust, business trust, cooperative, association, or other incorporated or unincorporated entity.

“Equity Security” means, with respect to a Person, any and all of the following: (a) any share of capital stock, general or limited partnership interest, profits interest, capital interest, membership interest, or other equity interest in such Person; and (b) any option, warrant or any other right to acquire, or any security convertible, exercisable or exchangeable, in each case with or without consideration, into or for a Unit or Units or an ownership interest in the issuer of the securities, or carrying or constituting any warrant, option or other right to subscribe to or purchase any share of capital stock, general or limited partnership interest, profits interest, capital interest, membership interest, or other equity interest in such Person.

“Exempt Persons” has the meaning set forth in Section 3.18(b).

“Exigent Circumstances” means, with respect to any cash Capital Contributions proposed to be requested by the Board described in Section 6.2(c), circumstances where the Board, by Approval of a Majority of the Board, determines in Good Faith that the failure to request such Capital Contributions would reasonably be expected to cause the Company or any subsidiary to (a) be in violation of any covenants under any credit facility to which the Company or a subsidiary is a party, or (b) have insufficient liquidity to meet its material obligations or otherwise operate in the ordinary course of business.

“Fair Market Value” has the meaning set forth in Section 3.20(a).

“Family Entity” means any Entity of which, at the applicable time, a majority of the equity interests therein are owned by one or more Persons who are Members or Family Members or Family Trusts of a Member.

“Family Member” means, for any Person, such Person’s spouse, siblings and any ancestor or descendant (by consanguinity or adoption) of that Person and such Person’s spouse or siblings at the time in question.

“Family Trust” means, for any Person, a trust the primary beneficiaries of which are that Person and/or one or more Family Members of that Person.

“Fiscal Quarter” means each of the three-month periods ending on March 31, June 30, September 30 and December 31 of each Fiscal Year.

“Fiscal Year” means the Company’s fiscal year, which shall be the calendar year.

“Forfeitable Units” means Class C Units and Class D Units that are subject to forfeiture pursuant to the provisions of Section 6.4 or any Grant Agreement.

“GAAP” means U.S. generally accepted accounting principles consistently applied.

“Good Faith” means that the Person or Persons making any determination or taking or declining to take any action in respect of an Entity must believe that the determination, action or inaction is in the best interest of such Entity and, if such standard is satisfied, then such Person shall be deemed to have met the implied contractual covenant of good faith and fair dealing imposed by the Act.

“Good Reason” means, with respect to any Member, the meaning set forth in that Member’s Grant Agreement.

“Grant Agreement” means any grant agreement, restricted unit award agreement, appointment agreement, employment agreement, offer letter, consulting agreement and/or other agreements of the Company and/or any other subsidiary of the Company (including any non-disclosure, non-compete, non-solicitation and work product assignment agreement), as the case may be, pursuant to which Units are issued to and held by a Member and/or such Member is employed or engaged by the Company, any subsidiary of the Company and/or any of the Ranger IPO Entities (including service as a Manager, director, officer or employee).

“Gross Asset Value” means, with respect to any asset, the tax basis of that asset, except as follows:

(b) The Gross Asset Values of all Company assets shall be adjusted to equal their respective fair market values, as determined by the Managers (by Approval of a Supermajority of the Managers), as of the following times: (i) the acquisition of an additional Membership Interest in the Company by any Member in exchange for more than a de minimis Capital Contribution; (ii) the distribution by the Company to a Member of more than a de minimis amount of Property as consideration for a Membership Interest in the Company; (iii) any other time permitted under Treasury Regulations Section 1.704-1(b)(2)(iv)(f)(5), including upon issuance of Class C Units and Class D Units; and (iv) the liquidation of the Company within the meaning of Treasury Regulations Section 1.704-1(b)(2)(ii)(g); provided, however, that adjustments pursuant to clauses (i), (ii) and (iii) above shall be made only if the Managers reasonably determine that the adjustments are necessary or appropriate to reflect the relative economic interests of the Members. The resulting increase or decrease in the Capital Accounts of each Member shall be treated as a Code Section 704(c) item;

(c) The Gross Asset Value of any Company asset distributed to any Member shall be the fair market value of the asset on the date of distribution as determined by the Managers in Good Faith; and

(d) The Gross Asset Values of Company assets shall be increased (or decreased) to reflect any adjustments to the tax basis of the assets pursuant to Code Sections 734(b) or 743(b), but only to the extent that the adjustments are taken into account in determining Capital Accounts pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(m); provided, however, that Gross Asset Values shall not be adjusted pursuant to this paragraph (d), to the extent the Board determines that an adjustment pursuant to paragraph (b) is necessary or appropriate in connection with a transaction that would otherwise result in adjustment pursuant to this paragraph (d).

If the Gross Asset Value of an asset has been determined or adjusted pursuant to paragraphs (a), (b) or (d) above, that Gross Asset Value shall thereafter be adjusted by the Depreciation taken into account with respect to the asset for purposes of computing Profits and Losses.

“Hurdle Amount” means, with respect to each Class C Unit held by a Class C Member and each Class D Unit held by a Class D Member, an amount equal to the sum of (a) the fair market value of the Company determined by the Board, by Approval of a Supermajority of the Board, as of the date such Member received such Unit, and (b) the aggregate Capital Contributions, if any, made by Members with respect to Units other than Class C Units and Class D Units subsequent to the date such Member received such Unit, which Hurdle Amount must be met prior to distributions on such Units, as provided in Section 7.1. Such amount for each Class C Unit held by a Class C Member and each Class D Unit held by a Class D Member shall be set forth on the Member Schedule, and the Managers will make such amendments to the Member Schedule as are needed to reflect the Hurdle Amount of any Class C Unit or Class D Unit.

“including” means “including, without limitation” or “including, but not limited to”.

“Indebtedness” means, with respect to any Person, at any applicable time of determination, without duplication: (a) all obligations for borrowed money (whether or not contingent); (b) all obligations evidenced by bonds, debentures, notes, or other similar instruments or debt securities; (c) all obligations under swaps, hedges or similar instruments; (d) all obligations in respect of letters of credit, surety bonds, or bankers’ acceptances; (e) all obligations secured by a lien; (f) all obligations recorded or required to be recorded as capital leases in accordance with U.S. generally accepted accounting procedures as of the date of determination thereof; (g) all obligations for the acquisition of debt or equity securities or interests or the deferred purchase price of property or services or the acquisition of a business or portion thereof, whether contingent or otherwise, as obligor or otherwise, at the maximum amount payable in respect thereof, regardless of whether such amount is contingent on future performance; (h) all obligations created or arising under any conditional sale or other title retention agreement with respect to acquired property; (i) all deferred rent obligations; (j) all accrued interest, prepayment premiums, fees, penalties, expenses, or other amounts payable in respect of any of the foregoing; and (k) all guaranties and similar obligations in connection with any of the foregoing.

“Indemnified Party” has the meaning set forth in Section 8.1.

“Independent Manager” has the meaning set forth in Section 5.3(d).

“Initial Public Offering” means the initial underwritten public offering of the Company’s Units or other common Equity Securities pursuant to a Registration Statement on Form S-1 or any successor form thereto or similar long-form registration under the 1933 Act.

“IRS” means the Internal Revenue Service, or any successor thereto.

“Majority” means, with respect to any referenced group of Managers, a combination of any of such Managers constituting more than fifty percent (50%) of the number of Managers of such referenced group who are then elected and qualified.

“Manager” means each Person designated as a Manager on Exhibit A or any other Person or Persons that succeed such Person or Persons in that capacity or are elected to act as additional Managers of the Company as provided herein.

“Master Reorganization Agreement” means the master reorganization agreement, substantially in the form filed as Exhibit 2.1 to PubCo’s Registration Statement on Form S-1 (No. 333-218139), by and among the Company, Torrent Energy Holdings, LLC, a Delaware limited liability company, PubCo, RNGR and each other signatory thereto, together with any changes Approved by a Supermajority of the Board so long as such changes do not (a) materially adversely affect the rights of a particular class, series, sub-class or sub-series of Units in a manner disproportionate to the other classes, series, sub-classes or sub-series of Units without the written consent of a majority of the Members of such affected classes, series, sub-classes or sub-series of Units; or (b) materially adversely affect the rights of a Member of a particular class, series, sub-class or sub-series of Units in a manner disproportionate to the other Members of such class, series, sub-class or sub-series without the written consent of such Member.

“Material Breach” means (a) with respect to any Class A-1 Member, that Class A-1 Member’s material breach of Section 3.18 of this Agreement, (b) with respect to any Class A-2 Member, that Class A-2 Member’s material breach of Section 4.5 of the Contribution Agreement, and (c) with respect to any Class B Member, Class C Member or Class D Member, that Member’s material breach of (i) this Agreement, (ii) any employment agreement, offer letter, noncompetition, nondisclosure, non-solicitation or similar agreement between the Member and the Company or an Affiliate thereof or (iii) any Grant Agreement, which material breach, if curable, is not cured within fifteen (15) days after the Managers provide written notice to the Member setting forth the breach. For the avoidance of doubt, any breach or violation of a written covenant or agreement between any Class B Member, Class C Member or Class D Member and the Company or its Affiliates regarding confidential information, confidentiality, non-competition, non-solicitation, non-disparagement or any similar restrictive covenant shall be deemed to be a material breach of such covenant or agreement.

“Maximum Lawful Rate” means the maximum, lawful, non-usurious rate that may be charged, collected, or received on a particular loan under applicable laws.

“Member” means any Class A-1 Member, Class A-2 Member, Class B Member, Class C Member or Class D Member.

“Member Loans” has the meaning set forth in Section 6.5.

“Member Schedule” has the meaning set forth in Section 9.2(a).

“Membership Interest” means, with respect to any Member at any time, the entire equity interest (or “limited liability company interest” as that term is used in the Act) of a Member in the Company and all rights and liabilities associated therewith, including that Member’s Units.

“Net Cash Flow” means, with respect to any particular period, the amount by which gross receipts during that period plus cash reserves of the Company from the previous period exceed the sum of (a) Operating Expenses for that period, (b) a reserve fund for future Operating Expenses, (c) debt service of the Company (including any Member Loans) and (d) any other expenses of the Company.

“Net Cash Proceeds” means the gross proceeds from the sale, condemnation or refinancing of all or any portion of the Company’s assets, after payment of, or reserve for, Company liabilities, including expenditures directly attributable to that sale, condemnation or refinancing.

“New Securities” means any Equity Securities to be issued by the Company or any of its subsidiaries after the date of this Agreement.

“New Securities Notice” has the meaning set forth in Section 6.3(a).

“Non-Participating Distribution Allocations” has the meaning set forth in Section 7.1(a).

“Non-Participating Percentage” means, with respect to any distribution, the difference between one hundred percent (100%) and the Participating Percentage.

“Non-Compete Parties” has the meaning set forth in Section 3.12(b)(i).

“Non-Forfeitable Units” means Class C Units and Class D Units that are not Forfeitable Units.

“Non-Selling Class A Member” has the meaning set forth in Section 3.6(a).

“Nonrecourse Liability” has the meaning set forth in Treasury Regulations Section 1.704-2(b)(3).

“Offered Units” has the meaning set forth in Section 3.4(a).

“Operating Expenses” means, with respect to any particular period, all cash expenditures of any kind or nature incurred by the Company during that period, as determined in accordance with GAAP, including Company debt service, Company fees, and capital improvements.

“Operative Documents” means the Certificate, this Agreement, the certificates of formations, limited liability company agreements or other charter documents of any subsidiary of the Company, the Grant Agreements and any other instrument, document or agreement required to implement the transactions contemplated by the foregoing.

“Other Indemnification Agreement” means one or more certificates or articles of incorporation, formation or limited partnership, by-laws, limited liability company agreement, limited partnership agreement, any other organizational document of and insurance policies maintained by any Member, Manager or Affiliate of any Member or Manager providing for, among other things, indemnification of and advancement of expenses for any Indemnified Party for, among other things, the same matters that are subject to indemnification and advancement of expenses under this Agreement.

“Partially Adjusted Capital Accounts” means, with respect to any Member for any Fiscal Year, the Capital Account of such Member at the beginning of such year, adjusted for all Capital Contributions and distributions during such year and all special allocations pursuant to Sections 7.4 and 7.5 with respect to such year before giving effect to any allocations of Profit or Loss pursuant to Section 7.2(a).

“Participating Distribution Allocations” has the meaning set forth in Section 7.1(a).

“Participating Percentage” means, with respect to a distribution, at the time of such distribution, (a) if the aggregate Capital Contributions, including the Cost of any contributions of property made to the Company, made by all Class A-1 Members, Class A-2 Members and Class B Members is equal to or exceeds one hundred million Dollars ($100,000,000), a fraction, the numerator of which is one hundred million Dollars ($100,000,000), and the denominator of which is the aggregate Capital Contributions, including the Cost of any contributions made to the Company, made by all Class A-1 Members, Class A-2 Members and Class B Members, and (b) if the aggregate Capital Contributions made by all Class A-1 Members, Class A-2 Members and Class B Members since October 31, 2014 is less than one hundred million Dollars ($100,000,000), one hundred percent (100%). For the avoidance of doubt, references to Capital Contributions in the prior sentence shall include Capital Contributions attributable to any Class A-1 Units redeemed in connection with the Ranger Reorganization.

“Partner Nonrecourse Debt” has the meaning set forth in Treasury Regulations Section 1.704-2(b)(4).

“Partner Nonrecourse Debt Minimum Gain” means an amount determined under Treasury Regulations Section 1.704-2(i)(3).

“Partner Nonrecourse Deductions” has the meaning set forth in Treasury Regulations Section 1.704-2(i)(1) and (2).

“Partnership Tax Audit Rules” means Code Sections 6221 through 6241, as amended by the Bipartisan Budget Act of 2015, together with any guidance issued thereunder or successor provisions and any similar provision of state or local tax laws.

“Partnership Minimum Gain” has the meaning set forth in Treasury Regulations Section 1.704-2(b)(2) and (d).

“Permitted Transferee” means, with respect to any Member who (a) is a natural Person, (i) any Family Member of such Member, (ii) any Family Trust of such Member or any beneficiary of any Family Trust of such Member, and (iii) any Family Entity of such Member; and (b) is an Entity, (i) any Affiliate of such Member, and (ii) any limited partner, member, or shareholder of such Member upon or in connection with the liquidation of such Member and, with respect to CSL, any co-investment vehicle established by CSL or any other investment vehicle controlled or managed by CSL (but excluding any portfolio company of CSL or any of its Affiliates). For the avoidance of doubt, the Family Members, Family Trusts and Family Entities of Richard E. Agee and Brett T. Agee shall be considered Permitted Transferees of the Class A-2 Members.

“Person” means any natural person or Entity, and the heirs, beneficiaries, executors, administrators, legal representatives, successors and assigns of that person where the context so admits.

“Preemptive Right” has the meaning set forth in Section 6.3(a).

“Preferred Return Account” means, with respect to each Member, a return on equity investment computed like interest at the rate per Fiscal Year equal to eight percent (8%) cumulative and compounded annually (prorated for any partial Fiscal Year), accruing beginning on October 3, 2016, on the unpaid sum of that Member’s Capital Return Account.

“Prime Rate” means the rate of interest per annum stated from time to time in the U.S. publication of The Wall Street Journal (or any successor publication thereto) as the base rate on corporate loans for at least seventy-five percent (75%) of the thirty (30) largest banks in the United States (not to exceed the Maximum Lawful Rate).

“Prior Agreement” has the meaning set forth in the Recitals.

“Profits” or “Losses” mean, for each Fiscal Year, an amount equal to the Company’s taxable income or loss for such Fiscal Year, determined in accordance with Code Section 703(a), with the following adjustments (without duplication):

(a) Any income of the Company that is exempt from U.S. federal income tax and not otherwise taken into account in computing Profits or Losses pursuant to this definition of “Profits” or “Losses” shall be added to such taxable income or loss;

(b) Any expenditures of the Company described in Code Section 705(a)(2)(B) or treated as Code Section 705(a)(2)(B) expenditures pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(i), and not otherwise taken into account in computing Profits or Losses pursuant to this definition of “Profits” and “Losses” shall be subtracted from such taxable income or loss;

(c) In the event the Gross Asset Value of any item of Property is adjusted pursuant to subparagraphs (b) or (d) of the definition of Gross Asset Value, the amount of such adjustment

shall be treated as an item of gain (if the adjustment increases the Gross Asset Value of the item of Property) or an item of loss (if the adjustment decreases the Gross Asset Value of the item of Property) from the disposition of such item of Property and shall be taken into account for purposes of computing Profits or Losses;

(d) Gain or loss resulting from any disposition of Property with respect to which gain or loss is recognized for U.S. federal income tax purposes shall be computed by reference to the Gross Asset Value of the Property disposed of, notwithstanding that the adjusted tax basis of such Property differs from its Gross Asset Value;

(e) In lieu of the depreciation, amortization, and other cost recovery deductions taken into account in computing such taxable income or loss, there shall be taken into account Depreciation for such Fiscal Year, computed in accordance with the definition of “Depreciation”;

(f) To the extent an adjustment to the adjusted tax basis of any item of Company Property pursuant to Code Section 734(b) is required, pursuant to Treasury Regulations Section 1.704-(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as a result of a distribution other than in liquidation of a Membership Interest, the amount of such adjustment shall be treated as an item of gain (if the adjustment increases the basis of the item of Property) or loss (if the adjustment decreases such basis) from the disposition of such item of Property and shall be taken into account for purposes of computing Profits or Losses; and

(g) Notwithstanding any other provision of this definition, any items that are specially allocated pursuant to Section 7.4 or Section 7.5 shall not be taken into account in computing Profits or Losses.

“Property” means any or all of the assets of the Company.

“Proposed Seller” has the meaning set forth in Section 3.4(a).

“Pro Rata” means, with respect to the Units or any class, series, sub-class or sub-series of Units, the ratio determined by dividing the number of Units of each Member or of such class, series, sub-class or sub-series to whom a particular provision of this Agreement is stated to apply by the aggregate number of Units of all Members or all Members of such class, series, sub-class or sub-series to whom that provision is stated to apply.

“PubCo” has the meaning set forth in the Recitals.

“Ranger IPO” has the meaning set forth in the Recitals.

“Ranger IPO Entities” means PubCo, RNGR, and each of their respective direct or indirect subsidiaries, successors or assigns; provided, however, that such Persons shall only be Ranger IPO Entities beginning immediately prior to the first public issuance of shares of PubCo’s Class A common stock in connection with the Ranger IPO.

“Ranger Reorganization” has the meaning set forth in Section 3.22(a).

“Registrable Securities” means all Units; provided, however, that as to any particular Units, once issued such securities shall cease to be Registrable Securities when (a) a registration statement with respect to the sale of such securities shall have become effective under the 1933 Act and such securities have been sold pursuant thereto, (b) such securities shall be eligible to be distributed to the public pursuant to subsection (b) of Rule 144 (or any successor provision) under the 1933 Act, (c) such securities shall have been otherwise transferred, new certificates therefor (if such securities are certificated) not bearing a legend restricting further transfer shall have been delivered by the Company and subsequent disposition thereof shall not require registration or qualification of them under the 1933 Act or any similar state law then in force or (d) such securities shall have ceased to be outstanding.

“Registration Expenses” means all expenses incurred by the Company in complying with the provisions of Section 3.19, including all registration and filing fees, printing expenses, fees and disbursements of counsel for the Company, reasonable fees and disbursements of a single special counsel for the holders of Registrable Securities, blue sky fees and expenses and the expense of any special audits incident to or required by any such registration, but excluding, however, any and all underwriting discounts and selling commissions applicable to any sale of Registrable Securities.

“Remaining CP Interest” has the meaning set forth in Section 3.7(c).

“Remaining Called Units” has the meaning set forth in Section 3.6(c).

“Remaining Offered Units” has the meaning set forth in Section 3.4(c).

“RNGR” means RNGR Energy Services, LLC, a Delaware limited liability company.

“ROFR Members” has the meaning set forth in Section 3.4(a).

“ROFR Units” has the meaning set forth in Section 3.4(c).

“Safe Harbor Election” has the meaning set forth in Section 6.4(g).

“Selling Member” has the meaning set forth in Section 3.5(a).

“Subject Property” has the meaning set forth in Section 3.18(d).

“Substitute Member” has the meaning set forth in Section 3.9.

“Tag Members” has the meaning set forth in Section 3.5(a).

“Tag-Along Failure” has the meaning set forth in Section 3.5(f).

“Tag-Along Notice” has the meaning set forth in Section 3.5(a).

“Tag-Along Notice Date” has the meaning set forth in Section 3.5(a).

“Tag-Along Notice Period” has the meaning set forth in Section 3.5(c).

“Tag-Along Portion” has the meaning set forth in Section 3.5(b).

“Tag-Along Price” has the meaning set forth in Section 3.5(a).

“Tag-Along Sale” has the meaning set forth in Section 3.5(a).

“Tag-Along Units” has the meaning set forth in Section 3.5(a).

“Targeted Accounts” means, with respect to any Member for any Fiscal Year, an amount (either positive or negative) equal to the hypothetical distribution such Member would receive, or hypothetical contribution such Member would be required to make, as the case may be, if: (a) all Company assets, including cash, were sold for cash at an aggregate price equal to their Gross Asset Value (taking into account any adjustments to Gross Asset Value for such Fiscal Year), (b) all liabilities allocable to such assets were then satisfied according to their terms (limited, with respect to each Nonrecourse Liability, to the Gross Asset Value of the assets securing such liability) and (c) all such proceeds from the disposition were distributed pursuant to Section 10.3(c), reduced by such Member’s share of Partner Nonrecourse Debt Minimum Gain and Partnership Minimum Gain immediately prior to such sale.

“Tax Distributions” has the meaning set forth in Section 7.1(b).

“Tax Matters Member” has the meaning set forth in Section 9.4.

“Territory” has the meaning set forth in Section 3.12(b)(i).

“Third Party” means any Person who is not a Member, an Affiliate of a Member, a Permitted Transferee of a Member, the Company or any Affiliate of the Company.

“Transfer” or derivations thereof, means with respect to any asset (including Units, a Membership Interest, or any portion thereof), any sale, assignment, transfer, conveyance, gift, exchange or other disposition of such asset, whether such disposition be voluntary, involuntary or by operation of law, including the following: (a) in the case of an asset owned by a natural Person, a transfer of such asset upon the death of its owner, whether by will, intestate succession or otherwise; (b) in the case of an asset owned by an Entity, (i) a merger or consolidation of such Entity (other than where such Entity is the survivor thereof and survives as the parent successor Entity) or (ii) a distribution of such asset, including in connection with the dissolution, liquidation, winding-up or termination of such Entity (unless, in the case of dissolution, such Entity’s business is continued without the commencement of liquidation or winding-up); and (c) a disposition in connection with, or in lieu of, a foreclosure of an Encumbrance; but such terms shall not include the creation of an Encumbrance.

“Transfer Notice” has the meaning set forth in Section 3.4(a).

“Transfer Notice Date” has the meaning set forth in Section 3.4(a).

“Treasury Regulations” means the Income Tax Regulations, including Temporary Regulations, promulgated under the Code, as such regulations may be amended from time to time (including corresponding provisions of succeeding regulations).

“Trigger Event” means, (a) with respect to any Class A-1 Member or Class A-2 Member, a Material Breach by that Member, and (b) with respect to any Class B Member, Class C Member or Class D Member, (i) the death of that Member, (ii) the Disability of that Member, (iii) the election by the Managers or any Affiliate of the Company to terminate that Member’s employment or engagement with the Company or such Affiliate without Cause, (iv) the election by the Managers or any Affiliate of the Company to terminate that Member’s employment or engagement with the Company or such Affiliate for Cause, (v) the Bankruptcy of that Member, (vi) that Member’s termination of his employment or engagement with the Company or any Affiliate of the Company for Good Reason or without Good Reason, or (vii) a Material Breach by that Member.

“Units” means the Class A-1 Units, the Class A-2 Units, the Class B Units, the Class C Units, the Class D Units and any other units of Membership Interest issued by the Company after the date of this Agreement.

“U.S.” means the United States of America.

1.2 Other Definitional Provisions. All terms used in this Agreement that are not defined in this Article 1 have the meanings contained elsewhere in this Agreement. Defined terms used herein in the singular shall include the plural and vice versa.

ARTICLE 2
CONTINUATION

2.1 Name and Continuation; Effect on Prior Agreement. The name of the Company is “Ranger Energy Holdings, LLC.” All business of the Company must be conducted in that name or in one or more other names that comply with applicable law and that are selected by the Board from time to time. The Company was formed as a limited liability company upon the filing of the Certificate with the Secretary of State of the State of Delaware, pursuant to the Act. This Agreement amends and restates the Prior Agreement in its entirety.

2.2 Principal Place of Business. The principal office and place of business of the Company are set forth on Exhibit A. The Company may locate its place of business and principal office at any other place or places as the Board may from time to time deem necessary or advisable.

2.3 Registered Office and Agent. The registered office and registered agent of the Company shall be the registered office and registered agent named in the Certificate and set forth on Exhibit A. The Company may change the registered office and registered agent as Approved by the Board from time to time.

2.4 Duration. The period of duration of the Company is perpetual from the date its Certificate was filed with the Secretary of State of Delaware, unless the Company is earlier dissolved in accordance with either the provisions of this Agreement or the Act.

2.5 Purposes and Powers. The purpose for which the Company is organized is to transact any or all lawful business for which limited liability companies may be organized under the Act. The Company shall have any and all powers that are necessary or desirable to carry out the purposes and business of the Company, to the extent the same may be legally exercised by limited liability companies under the Act. The Company shall carry out the foregoing activities pursuant to the arrangements set forth in the Certificate and this Agreement.

2.6 Foreign Qualification. The Board shall cause the Company to comply, to the extent legally possible, with all requirements necessary to qualify the Company as a foreign limited liability company in each jurisdiction in which the Company conducts business. To the extent required by law or as the Board determines is otherwise advisable, the Board shall execute, acknowledge, swear to, and deliver all certificates and other instruments conforming with this Agreement that are necessary or appropriate to qualify, continue, and terminate the Company as a foreign limited liability company in all jurisdictions in which the Company conducts business.

2.7 No State-Law Partnership. The Board and the Members intend that (a) the Company not be a partnership (including a limited partnership) or joint venture, for any purposes other than federal and state tax purposes, (b) no Member or Manager be a partner or joint venturer of any other Member or Manager, for any purposes other than federal and state tax purposes, and (c) this Agreement may not be construed to suggest otherwise. This Section 2.7 does not prohibit a Member or Manager, in his individual or independent capacity, from being associated with any other member, shareholder, partner, director or manager in another Person.

ARTICLE 3
MEMBERSHIP

3.1 Members. The Members as of the date hereof are set forth on the Member Schedule.

3.2 Additional Members. Subject to Section 6.3 and except as otherwise provided in Section 6.4, additional Persons may be admitted to the Company as Members on the terms and considerations as determined with the Approval of the Board. The provisions of this Section 3.2 shall not apply to Transfers of Membership Interests.

3.3 Transfer Restriction.

(a) Transfers. Notwithstanding any other provision of this Agreement, no Member may Transfer in any manner whatsoever all or any part of his/its Membership Interest unless (i) either (A) such Transfer is to a Permitted Transferee or (B) such Member has fully complied with the provisions of this Section 3.3 and Sections 3.4, 3.5, 3.6, 3.7 or 3.8 for the Transfer (as such Section or Sections are applicable), (ii) after giving effect thereto, such Transfer would not terminate the Company for the purposes of Code Section 708, unless Approved by a Supermajority of the Board, or cause the Company to be classified as other than a partnership for U.S. federal income tax purposes and (iii) such Transfer would not result in a violation of applicable law, including U.S. federal or state securities laws, or any term or condition of this Agreement. Any purported Transfer by a Member or any Assignee that is not in compliance with this Agreement is hereby declared to be null and void and of no force or effect whatsoever. Solely for purposes of determining whether the restriction in clause (ii) applies, a Transfer includes any action taken by or with respect to a Member or an Affiliate of a Member that results in a deemed transfer of a Membership Interest for federal income tax purposes.

(b) Pledges. No Member shall be required to pledge such Member’s Membership Interests in the Company in connection with any financing to be provided to the Company without such Member’s prior written approval; provided that the Company may pledge or cause the pledge of the membership or other equity interests in any direct or indirect subsidiary of the Company to any third-party lender which pledge has been Approved by the Board.

(c) Permitted Transferees. If a Member has Transferred such Member’s Membership Interest to a Permitted Transferee, and a Trigger Event occurs with respect to such Member or the transferor of such Membership Interest, the Permitted Transferee shall be required to sell its Membership Interest pursuant to the same terms and conditions, if any, as the Member who Transferred a Membership Interest to it, as if such Member never Transferred the Membership Interest to the Permitted Transferee.

3.4 Right of First Refusal.

(a) Each time a Member or group of Members acting jointly (collectively, the “Proposed Seller”) desires to make any Transfer of all or any portion of his/its Units to any Person other than to a Permitted Transferee or in accordance with Sections 3.6, 3.7 and 3.8 or the Master Reorganization Agreement, such Proposed Seller must comply with the provisions of this Section 3.4. The Proposed Seller shall inform the Board by notice in writing (the “Transfer Notice”) (the date upon which such Transfer Notice is received being the “Transfer Notice Date”) stating the Units (or portion thereof) that are subject to such proposed Transfer (the “Offered Units”), the identity of the proposed transferee, and the other terms and conditions of such proposed Transfer, including any consideration proposed to be received pursuant to a bona fide written agreement for the Offered Units (and, if the proposed Transfer is to be wholly or

partly for consideration other than money, the Transfer Notice shall state the proposed price as being equal to the amount of the monetary consideration, if any, plus the Fair Market Value of the other consideration). If the Offered Units are proposed to be Transferred by gift or otherwise without consideration to the Proposed Seller, the consideration for such Offered Units shall be deemed to be the Fair Market Value of the Offered Units. The Board shall promptly deliver a copy of the Transfer Notice to each Class A Member (other than the Proposed Seller, if the Proposed Seller is a Class A Member) (the “ROFR Members”). By giving the Transfer Notice, the Proposed Seller shall be deemed to have granted to the Company and/or the ROFR Members, as applicable, an irrevocable option to purchase the Offered Units upon the terms set forth in this Section 3.4.

(b) Within ten (10) days of the Transfer Notice Date, the Board (on the Company’s behalf) shall notify the ROFR Members of the number of Offered Units that the Company elects to purchase.

(c) If the Company notifies the ROFR Members that it will exercise its option to purchase none or less than all of the Offered Units (such shortfall being called “Remaining Offered Units”), each ROFR Member shall have until the tenth (10th) day following receipt of notice from the Company within which to notify the Company of such ROFR Member’s election to purchase its Pro Rata share of such Remaining Offered Units (the Units elected to be acquired by the ROFR Members in the aggregate referred to as the “ROFR Units”).

(d) To the extent that any ROFR Member elects not to purchase its Pro Rata share of the Remaining Offered Units, those ROFR Members that do elect to purchase their Pro Rata share of the Remaining Offered Units shall have the opportunity to increase their participation (such increase being Pro Rata among the ROFR Members making such further election). Any ROFR Member notifying the Company of its desire to purchase any of the ROFR Units or the Remaining Offered Units shall be irrevocably obligated to do so.

(e) If the number of Units that the Company elects to purchase plus the number of ROFR Units is at least equal to the number of Offered Units, the sale to the proposed transferee shall not proceed and the Offered Units shall be sold to the Company and the ROFR Members (the sale to the ROFR Members to be on a Pro Rata basis if the number of ROFR Units exceeds the number of Offered Units not acquired by the Company). Upon determination of the foregoing, the Company, on its behalf and on behalf of the ROFR Members, shall give appropriate notice to the Proposed Seller and the ROFR Members within forty (40) days of the Transfer Notice Date and the purchase and sale shall be consummated within seventy-five (75) days of the Transfer Notice Date.

(f) If the number of Units that the Company elects to purchase plus the number of ROFR Units is less than the number of Offered Units, then, subject to Section 3.6, all of the Offered Units may be disposed of by the Proposed Seller to the proposed transferee for the price and on the terms and conditions set forth in the Transfer Notice, at any time within seventy-five (75) days after the Transfer Notice Date. Any Units not so disposed of within such seventy-five (75) day period shall remain subject to all of the provisions of this Agreement.

3.5 Tag Along Rights.

(a) Subject to a Member first complying with Section 3.4 and provided the Company and the ROFR Members have not purchased all of the Units proposed to be Transferred under Section 3.4, each time a Class A Member, Class B Member or group of Class A Members and/or Class B Members acting jointly (collectively, the “Selling Member”) desires to make any Transfer of all or any portion of the Class A Units and/or Class B Units held by such Member(s) to any Third Party, other than to a Permitted Transferee of such Member(s) or in accordance with Sections 3.6, 3.7 and 3.8, such that the Class A Units and/or Class B Units proposed to be transferred represent in the aggregate greater than five percent (5%) of the aggregate outstanding Class A Units and Class B Units (taken together as a single class) (a “Tag-Along Sale”), then the Selling Member must comply with the provisions of this Section 3.5. The Selling Member shall inform the Board by notice in writing (the “Tag-Along Notice”) (the date upon which such notice is received being the “Tag-Along Notice Date”) stating the Units (or portion thereof) that are subject to such proposed Transfer (the “Tag-Along Units”), the identity of the proposed transferee, and the other terms and conditions of such proposed Transfer, including any consideration proposed to be received pursuant to a bona fide written agreement for the Tag-Along Units (and, if the proposed Transfer is to be wholly or partly for consideration other than money, the Tag-Along Notice shall state the proposed price as being equal to the amount of the monetary consideration, if any, plus the Fair Market Value of the other consideration) (the “Tag-Along Price”). If the Tag-Along Units are proposed to be Transferred other than for cash to the Selling Member, the consideration for such Tag-Along Units shall be deemed to be the Fair Market Value of the Tag-Along Units. The Board shall promptly deliver a copy of the Tag-Along Notice to each Class A Member and Class B Member (other than the Selling Member) (the “Tag Members”). By giving the Tag-Along Notice, the Selling Member shall be deemed to have granted to the Tag Members an option to sell their Class A Units or Class B Units (as applicable) upon the terms set forth in this Section 3.5.

(b) Each Tag Member shall have the right and option, exercisable as set forth below, to include in the Tag-Along Sale up to that amount of its Class A Units or Class B Units (as applicable) equal to the product of (i) the aggregate number of Class A Units and Class B Units to be acquired by the purchaser, multiplied by (ii) a fraction, the numerator of which is the number of Class A Units or Class B Units (as applicable) held by such Tag Member and the denominator of which is the aggregate number of Class A Units and Class B Units held by the Selling Member and all Tag Members (its “Tag-Along Portion”), and the Selling Member shall not consummate the Tag-Along Sale unless such portion of the Class A Units or Class B Units (as applicable) of such Tag Member (or such lesser portion of the Class A Units or Class B Units of such Tag Member for which such right and option is exercised) is so included. To the extent that any Tag Member elects not to include its Class A Units or Class B Units (as applicable) in a Tag-Along Sale, those Tag Members that do elect to include Class A Units or Class B Units in a Tag-Along Sale shall have the opportunity to increase their participation in such Tag-Along Sale Pro Rata (such increase being Pro Rata among the Tag Members making such further election) such that the percentage of Class A Units and Class B Units of Tag Members participating in such Tag-Along Sale is equal to up to the Tag-Along Portion of all Tag Members.

(c) If any Tag Member desires to exercise its rights set forth in Sections 3.5(a) and (b) above, then it shall provide the Selling Member with written irrevocable notice specifying the number of Class A Units or Class B Units (as applicable) that such Tag Member wishes to include in the Tag-Along Sale (which such number shall not exceed such Tag Member’s Tag-Along Portion) within ten (10) days after the Tag-Along Notice Date (the “Tag-Along Notice Period”) and shall simultaneously provide a copy of such notice to the Company. Promptly upon request of the Seller Member, and in any event prior to the consummation of the Tag-Along Sale, each such Tag Member that has exercised its right to participate in the Tag-Along Sale by providing the required notice to the Selling Member within the Tag-Along Notice Period shall deliver to a representative of the Selling Member designated in the Tag-Along Notice or otherwise all documents required to be executed or delivered by such Tag Member in connection with the Transfer of such Tag Member’s Class A Units or Class B Units (as applicable) pursuant to this Section 3.5 at the closing for such Tag-Along Sale against delivery to such Tag Member of the consideration therefor.

(d) Each Member participating in the Tag-Along Sale shall receive a portion of the Tag-Along Price equal to the amount such Member would have received with respect to the Class A Units or Class B Units (as applicable) Transferred by such Member in the Tag-Along Sale upon a deemed liquidation of the Company in accordance with Section 7.1(a); provided that where less than one hundred percent (100%) of the issued and outstanding Units of the Company are being sold to the proposed Third Party transferee, the aggregate purchase price by reference to which the consideration payable for a Class A Unit or Class B Units (as applicable) is determined shall not take into account any control premium or minority discount and shall be deemed to be the amount the proposed transferee would have paid were it to have acquired all of the issued and outstanding Units of the Company based on the valuation methodology used by the proposed transferee and the Selling Member for the Tag-Along Units. Any and all disputes that may arise between the Selling Member and the Tag Members exercising tag-along rights as to the allocation of the Tag-Along Price among them for their respective Class A Units and Class B Units shall be determined by the Accountant (or any other certified public accountant selected by all of the disputing Members), which determination shall be final and binding on such disputing Members. The disputing Members shall bear equally all fees and expenses of the determination.

(e) Any Tag Member that validly elects to participate in a Tag-Along Sale shall agree to make to the proposed Third Party transferee the same representations and warranties, covenants and indemnities as the Selling Member agrees to make in connection with such Tag-Along Sale; provided, that (i) any such Tag Member shall not be liable for the breach of any covenant by the Selling Member and vice versa, (ii) in no event shall any Tag Member be required to make representations and warranties other than (A) such Member’s valid ownership of its Units, (B) the Transfer of those Units to the proposed Third Party transferee free and clear of all Encumbrances (excluding those arising under applicable securities laws) and (C) such Member’s organization, authority, power and right to enter into and consummate such transaction without violating or breaching such Member’s charter or constitutional documents, any agreement to which such Member is a party or by which its assets are bound, or any applicable law, rule, regulation or order; (iii) any liability relating to representations and warranties (and related indemnities) or other indemnification obligations (including escrow/holdback arrangements) regarding the business of the Company in connection with the

Tag-Along Sale shall be shared on a several (but not joint) basis by the participating Members as if such amount reduced the aggregate proceeds available for distribution or payment to the participating Members pursuant to such Tag-Along Sale and (iv) no Tag Member shall be obligated to agree to indemnification obligations in excess of the proceeds received by such Tag Member in such Tag-Along Sale.

(f) If any Tag Member (i) does not elect before the end of the Tag-Along Notice Period to have all or any part of its Tag-Along Portion included in the Tag-Along Sale or (ii) fails to deliver to the Selling Member its Class A Units or Class B Units (as applicable) or any required documentation (collectively, a “Tag-Along Failure”), then such Tag Member will be deemed to have waived any and all rights under this Section 3.5 with respect to the Transfer of any or all of its Class A Units or Class B Units pursuant to such Tag-Along Sale. The Selling Member shall have ninety (90) days (or such longer period as may be required to obtain any approval necessary under applicable securities laws, other federal law applicable to such transaction or similar state or local laws) after the Tag-Along Failure in which to Transfer all (but not less than all) of the applicable Class A Units or Class B Units at a price not higher than contained in the Tag-Along Notice and on terms not more favorable to the Selling Member than were contained in the Tag-Along Notice; thereafter, any proposed Transfer by such Selling Member of Class A Units and/or Class B Units shall be subject to this Section 3.5 and shall require a Tag-Along Notice.

(g) Promptly after the consummation of a Tag-Along Sale, the Selling Member shall give notice thereof to the participating Tag Members, shall remit to each such Tag Member the total consideration for the Class A Units or Class B Units (as applicable) sold by such Tag Member pursuant thereto as computed pursuant to Section 3.5(d), and shall furnish such other evidence of the completion and time of completion of the Tag-Along Sale and the terms thereof as may be reasonably requested by any such Tag Member.

(h) Notwithstanding anything contained in this Section 3.5 to the contrary, no Selling Member shall be liable to any Member based on the failure of a Tag-Along Sale to occur for any reason.

(i) The Selling Member shall bear its own costs and any other costs arising pursuant to such Tag-Along Sale to the extent such costs are incurred for the benefit of all participating Members. Costs incurred by or on behalf of a Tag Member for its sole benefit (which shall be borne by such Tag Member) will not be considered incurred for the benefit of all participating Members.

(j) No Assignee shall be admitted as a Substitute Member except as provided in Section 3.9.

3.6 Call Option.

be deemed to have granted to the Company and each other Class A Member (the “Non-Selling Class A Members”) an option to purchase any or all of the Call Seller’s Units not otherwise subject to forfeiture in accordance with Section 6.4 (the “Called Units”), for the price and upon the terms set forth in this Section 3.6 (the “Call Option”). For the avoidance of doubt, there may be more than one Trigger Event with respect to any Member.

(b) Company Election. Subject to Section 3.6(h), within forty-five (45) days of the date of such Trigger Event, the Board (on the Company’s behalf) shall notify the Non-Selling Class A Members of the portion of the Called Units that the Company elects to purchase. If the Company elects to purchase none or less than all of the Called Units, it shall give the Non-Selling Class A Members written notice of the proposed sale of the Called Units within such forty-five (45) day period beginning on the date of such Trigger Event. The rights granted to the Company in this Section 3.6 shall be in addition to, and shall not be deemed to limit in any way, the Company from exercising any repurchase or redemption right pursuant to the applicable Grant Agreements.

(c) Non-Selling Class A Member Election. If the Company notifies the Non-Selling Class A Members that it will exercise its option to purchase none or less than all of the Called Units, each Non-Selling Class A Member shall have until the sixtieth (60th) day following the date of such Trigger Event within which to notify the Company of such Non-Selling Class A Member’s election to purchase such Non-Selling Class A Member’s Pro Rata portion of the remaining Called Units. If any of the Non-Selling Class A Members elect to purchase none or less than all of his/its Pro Rata portion of the remaining Called Units (the remaining Called Units that such Non-Selling Class A Member elects not to purchase being called “Remaining Called Units”), the Company shall, within seventy-five (75) days of the date of such Trigger Event, notify the other Non-Selling Class A Members of such election and each of the other Non-Selling Class A Members, Pro Rata or as they may otherwise agree, may elect, by notifying the Company in writing within ninety (90) days of the date of such Trigger Event to purchase such Remaining Called Units. Any Member notifying the Company of his desire to purchase any of the Called Units shall be irrevocably obligated to do so. If a Non-Selling Class A Member fails to notify the Company of such Non-Selling Class A Member’s election to purchase his/its Pro Rata portion of any Called Units within the time specified in this Section 3.6(c), such Non-Selling Class A Member shall be deemed to have elected not to purchase such Called Units, and the Call Option shall be deemed to have expired with respect to such Non-Selling Class A Member’s right to purchase such Called Units.

(d) Purchase Price. The purchase price for the Called Units (which shall be payable in immediately available funds on the date of purchase) shall be as follows:

(i) For Class A-1 Units and Class A-2 Units, the purchase price shall equal the Fair Market Value of the Called Units;

(ii) For Class B Units:

(A) if the Call Option is with respect to a Material Breach by the Call Seller, the Company’s or its Affiliate’s termination of that Call Seller’s employment or engagement with the Company or such Affiliate for Cause, or the

Call Seller’s termination of his employment or engagement with the Company or its Affiliate without Good Reason, the purchase price shall equal the lesser of (1) the Fair Market Value of the Called Units or (2) the accrued but unpaid balance in the Call Seller’s Capital Return Account; and

(B) if the Call Option is with respect to the (1) death, (2) Disability, (3) the Company’s or its Affiliate’s termination of the Call Seller’s employment or engagement with the Company or such Affiliate without Cause, (4) the Call Seller’s termination of his employment or engagement with the Company or its Affiliate for Good Reason, or (5) Bankruptcy of that Call Seller, the purchase price shall equal the Fair Market Value of the Called Units; and

(iii) For Class C Units and Class D Units,

(A) if the Call Option is with respect to any reason other than (1) the Company’s or its Affiliate’s termination of the Call Seller’s employment or engagement with the Company or such Affiliate for Cause or (2) the Call Seller’s termination of his employment or engagement with the Company or its Affiliate without Good Reason, the purchase price shall equal the Fair Market Value of the Called Units; and

(B) if the Call Option is with respect to (1) the Company’s or its Affiliate’s termination of the Call Seller’s employment or engagement with the Company or such Affiliate for Cause or (2) the Call Seller’s termination of his employment or engagement with the Company or its Affiliate without Good Reason, the agreed upon purchase price for all Class C Units or Class D Units issued to that Member shall be equal to the lesser of (A) one hundred Dollars ($100.00) and (B) the Fair Market Value of the Called Units.

(e) Closing of Purchase. The closing for the purchase of the Called Units shall be no later than fifteen (15) days after the determination of the purchase price for the Called Units (the “Call Closing”). At the Call Closing, the Call Seller shall Transfer the Call Seller’s Called Units to the Non-Selling Class A Members or the Company, as appropriate, free and clear of all liens and encumbrances, and such Call Seller shall execute and deliver any documentation that the Non-Selling Class A Members or the Company deems reasonable to effect such Transfer. Each Member hereby irrevocably constitutes and appoints the Company as his/its attorney-in-fact to execute any documents necessary to carry out the terms of this Section 3.6. Each Member hereby acknowledges that such power of attorney is coupled with an interest, is irrevocable and is transferable to any successor of the Company.

(f) Unpurchased Called Units. Any Member who has had a Trigger Event occur with respect to his/its Membership Interest and such Membership Interest is not acquired pursuant to this Section 3.6, shall be automatically removed from service as a Manager (if such Member is then serving as a Manager) and shall remain subject to all of the provisions of this Agreement.

(g) Priority. The Call Option granted to the Company and the Members pursuant to this Section 3.6 shall take precedence over, and be in lieu of, the rights granted to the Company and/or the Members, as appropriate, pursuant to Sections 3.4, 3.5 and 3.8.

(h) Deemed Re-Occurrence of Trigger Event. Notwithstanding any provision in this Agreement to the contrary, in the event that the Company does not purchase all of a Member’s Membership Interest pursuant to this Section 3.6 following a Trigger Event and subsequently such Member or its Affiliates breaches or violates any written covenant or agreement between a Member and the Company or its Affiliates regarding non-competition, non-solicitation or confidentiality (for purposes hereof, such provisions shall be deemed to survive indefinitely without regard to any temporal limitations set forth therein (a “Deemed Extension”)), the underlying Trigger Event shall be deemed to have re-occurred on the date the Company becomes aware of such breach or violation and the time periods set forth in this Section 3.6 shall start again as of such date, provided, however that, if a Trigger Event is deemed to have occurred as a result of a breach or violation by such Member or its Affiliates of a non-competition, non-solicitation or confidentiality covenant or agreement that would not have occurred but for the Deemed Extension, then, notwithstanding anything to the contrary set forth in this Section 3.6, the purchase price for such Member’s Called Units shall equal the Fair Market Value of the Called Units.

3.7 Community Property.

(a) Member Repurchase Option. Each Member agrees to notify the Company in writing promptly, and in any event not later than ten (10) days after the occurrence of a Community Property Event. Upon the occurrence of a Community Property Event, the relevant Member shall have an option to purchase all of the Membership Interest that such Member’s spouse or the estate of such Member’s spouse (the “CP Spouse”) received as a result of the Community Property Event (the “CP Interest”). Such Member may purchase the CP Interest from his/her CP Spouse for the Fair Market Value of the CP Interest (the “CP Purchase Price”) at any time after the Community Property Event by giving his/her CP Spouse written notice of his/her option to purchase the CP Interest; provided, however, if such Member does not elect to exercise his/her right to purchase the CP Interest within thirty (30) days after the Community Property Event, the Company and the Non-Selling Class A Members shall immediately have an option to purchase the CP Interest on the terms set forth in this Section 3.7 (the “CP Option”).

(b) Company Purchase Option. If the relevant Member fails to purchase the CP Interest as provided in Section 3.7(a), the Company may require, by giving an irrevocable written notice to the CP Spouse within forty (40) days of the Community Property Event that such CP Spouse sell all or any portion of the CP Interest to the Company for the CP Purchase Price. The written notice shall state that the Company is exercising its option to purchase the CP Interest and set forth the date of such notice. Any CP Interest not acquired pursuant to this Section 3.7 shall remain subject to all of the provisions of this Agreement.

(c) Non-Selling Class A Member Purchase Option. If the Company elects to purchase none or less than all of the CP Interest, it shall promptly notify the Non-Selling Class A

Members and each Non-Selling Class A Member shall have until the fiftieth (50th) day following the date of the Community Property Event within which to notify the Company of such Non-Selling Class A Member’s election to purchase such Non-Selling Class A Member’s Pro Rata portion of the remaining CP Interest. If any of the Non-Selling Class A Members elects to purchase none or less than all of his/its Pro Rata portion of the remaining CP Interest (the remaining CP Interest that such Non-Selling Class A Member elects not to purchase being called “Remaining CP Interest”), the Company shall, within fifty-five (55) days of the date of the Community Property Event, notify the Non-Selling Class A Members of such election and each of the Non-Selling Class A Members, Pro Rata or as they may otherwise agree, may elect, by notifying the Company in writing within sixty (60) days of the date of the Community Property Event, to purchase such Remaining CP Interest. Any Non-Selling Class A Member notifying the Company of his/its desire to purchase any of the CP Interest shall be irrevocably obligated to do so. Any CP Interest not acquired pursuant to this Section 3.7 shall remain subject to all of the provisions of this Agreement.

(d) Closing of Purchase. Any purchase pursuant to this Section 3.7 shall be made not later than thirty (30) days after the notification of an election to purchase under Section 3.7(a), 3.7(b) or 3.7(c) has been given, whichever is later. The CP Purchase Price shall be payable in immediately available funds on the closing of such purchase and sale. Upon payment of the CP Purchase Price, the CP Spouse shall Transfer the CP Interest to the purchaser, free and clear of any and all Encumbrances of any kind whatsoever other than those created by this Agreement.

(e) Assignee Status. Any spouse of a Member who obtains a Membership Interest pursuant to a Community Property Event shall be treated as an Assignee pursuant to Section 3.10 and shall not be admitted to the Company as a Substitute Member.

(f) Priority. The CP Option granted to the Company and the Members pursuant to this Section 3.7 shall take precedence over, and be in lieu of, the rights granted to the Company and/or the Members, as appropriate, pursuant to Sections 3.4, 3.5 and 3.8.

(g) Credit Agreement Restrictions. The exercise by the Company of its rights pursuant to this Section 3.7 shall be subject to any restrictions imposed pursuant to loan or credit agreements to which the Company is a party.

3.8 Drag-Along Right.

(a) If any Class A Member acting individually (or any group of Class A Members acting together) holds Units that constitute more than fifty percent (50%) of all the Class A Units then held by all Class A Members, and such Member(s) wishes to Transfer all of its or their Units (any such transferring Member(s), collectively, a “Drag Seller”) to a Third Party (a “Drag-Along Sale”), then such Drag Seller shall have the right to require the other Members to sell all of their Units to such Third Party in connection with such sale on the same terms and conditions as such Drag Seller; provided, however, the economic terms shall be

consistent with a distribution to Members upon a deemed liquidation of the Company in accordance with Section 7.1(a) (the “Drag-Along Right”).

(b) Such Drag-Along Right shall be exercisable by written notice (a “Drag-Along Notice”) given by the Drag Seller to each Member (other than the Drag Seller), which shall (i) state the Drag Seller’s Units to be sold, (ii) state the proposed aggregate purchase price and all other material terms and conditions of such sale (including the identity of the proposed Third Party transferee), and (iii) be accompanied by the written Transfer agreement between such Drag Seller and such Third Party transferee.

(c) Upon receipt of a Drag-Along Notice, each such Member shall be obligated to sell all of his/its Units for that portion of the aggregate purchase price equal to the amount such Member would have received upon a deemed liquidation of the Company in accordance with Section 7.1(a) (and otherwise take all reasonably necessary action to cause consummation of the proposed transaction, including voting such Units in favor of such transaction and becoming a party to the Transfer agreement).

(d) Each Drag-Along Member shall agree to make to the proposed Third Party transferee the same representations and warranties, covenants and indemnities as the Drag Seller agrees to make in connection with such Drag-Along Sale; provided, that (i) any such Drag-Along Member shall not be liable for the breach of any covenant by the Drag Seller and vice versa, (ii) in no event shall any Drag-Along Member be required to make representations and warranties other than (A) such Member’s valid ownership of its Units, (B) the Transfer of those Units to the proposed Third Party transferee free and clear of all Encumbrances (excluding those arising under applicable securities laws) and (C) such Member’s organization, authority, power and right to enter into and consummate such transaction without violating or breaching such Member’s charter or constitutional documents, any agreement to which such Member is a party or its assets are bound, or any applicable law, rule, regulation or order; (iii) any liability relating to representations and warranties (and related indemnities) or other indemnification obligations (including escrow/holdback arrangements) regarding the business of the Company in connection with the Drag-Along Sale shall be shared on a several (but not joint) basis by the participating Members as if such amount reduced the aggregate proceeds available for distribution or payment to the participating Members pursuant to such Drag-Along Sale and (iv) no Drag-Along Member shall be obligated to agree to indemnification obligations in excess of the proceeds received by such Drag-Along Member in such Drag-Along Sale.

(e) The Drag-Along Right granted the Members pursuant to this Section 3.8 shall take precedence over, and be in lieu of, the rights granted to the Members pursuant to Section 3.4 and Section 3.5.

(f) The Drag Seller shall bear its own costs and any other costs arising pursuant to such Drag-Along Sale to the extent such costs are incurred for the benefit of all Members. Costs incurred by or on behalf of a Drag-Along Member for its sole benefit (which shall be borne by such Drag-Along Member) will not be considered incurred for the benefit of all Members.

3.9 Substitute Member. No Assignee shall have the right to become a substitute Member (a “Substitute Member”) upon Transfer of any Units to it unless all of the following conditions are satisfied:

(a) The Transferring Member and the Assignee shall have executed and acknowledged such instruments and taken such action as the Board shall deem reasonably necessary or desirable to effect such substitution, including the execution by the Assignee of an appropriate amendment to this Agreement; and

(b) The Board determines that the conditions set forth in Section 3.3 shall have been satisfied and consent to the admission of the Assignee as a Substitute Member and, if requested by the Board, the Transferring Member or the Assignee shall have obtained and delivered to the Company an opinion of counsel satisfactory to the Board to the effect that the proposed Transfer is in compliance with the 1933 Act and any applicable state securities laws; provided, however, that a Transferring Member shall be entitled to Transfer any Units to a Permitted Transferee without consent of the Board pursuant to this Section 3.9 if such Permitted Transferee is a Family Entity or a Family Trust of such Transferring Member that is controlled by such Transferring Member.

3.10 Assignee’s Rights.

(a) Unless an Assignee becomes a Substitute Member in accordance with the provisions of Section 3.9, it shall not be entitled to any of the rights (including voting rights) granted to a Member hereunder or under the Act, other than the right to receive the share of distributions, allocations to his/its Capital Account, and any other items attributable to a Member’s Units to which its assignor would otherwise be entitled.

(b) Any Member that Transfers all of its Units shall cease to be a Member.

3.11 Tax Matters. On the Transfer of all or part of any Units, at the request of the assignor or assignee of the Units, the Board will cause the Company to elect, pursuant to Code Section 754 to adjust the tax basis of the properties of the Company as provided by Code Sections 734 and 743.

3.12 Confidentiality; Non-Compete; Non-Solicitation.

disclosing it, if legal and practicable), (ii) to advisers or representatives of the Member or Persons to whom that Member’s Units may be Transferred as permitted by this Agreement, but only if the recipients have agreed to be bound by the provisions of this Section 3.12(a), (iii) of information that the Member also has received from a source independent of the Company or any of its subsidiaries that the Member reasonably believes obtained that information without breach of any obligation of confidentiality, (iv) of information that is or becomes publicly available other than in connection with a breach of this Section 3.12(a) or (v) to such Member’s investors, representatives, attorneys, and Affiliates, but only if the recipients have agreed to be bound by this Section 3.12(a) (or provisions comparable hereto). Notwithstanding anything contained herein to the contrary, in no event shall any provision of this Agreement, including this Section 3.12(a), restrict PubCo or its successors and assigns from making any public disclosures it deems necessary, advisable or desirable in connection with PubCo’s compliance with applicable law (including securities laws) and any corresponding rules and regulations (including the rules of any stock exchange on which securities of a Ranger IPO Entity are trading), or any Member or the Company from sharing any such information with the Ranger IPO Entities or otherwise cooperating with PubCo or its successors and assigns in the making of any such disclosures.

(b) Non-Competition; Non-Solicitation.

(i) Each Class B Member, Class C Member, Class D Member (collectively, the “Non-Compete Parties”) acknowledges that, as a result of such Member’s affiliation with the Company, such Member will be provided and become familiar with the trade secrets and other confidential information of the Company and its Affiliates and has significantly and uniquely contributed to the development and maintenance of the goodwill of the Company and its Affiliates throughout North America or in any state, province and/or country where the Company or its subsidiaries are doing business at the time in question (the “Territory”). Each Non-Compete Party further acknowledges and agrees that the Company and its Affiliates currently operate and are reasonably expected to operate within the Territory. Therefore, each Non-Compete Party agrees that during the period such Non-Compete Party or any of his/its Affiliates is a Member of the Company and for a period of two (2) years thereafter, each Non-Compete Party shall not, and each Non-Compete Party shall cause its Affiliates not to, directly or indirectly, own, operate, lease, manage, control, engage in, invest in, lend to, own any debt or equity security or interest of, permit its name to be used by, act as a director, manager, partner, consultant, or advisor to, render services for or to (alone or in association with any Person), or otherwise participate or assist any Person other than the Company and its subsidiaries and the Ranger IPO Entities in any manner in the business of (x) providing workover rigs well services and/or rental equipment associated with well services or workover rigs, or (y) any other lines of business the Ranger IPO Entities, the Company or its subsidiaries is participating in, or has taken substantive steps towards participating in, as of the last date the Non-Compete Party or any of his/its Affiliates is a Member of the Company, in each case for the oil and gas industry anywhere in the Territory (collectively, a “Competing Business”); provided, however, that (A) the passive beneficial ownership by a Member of less than two percent (2%) of the outstanding publicly traded equity securities of any Competing Business; (B) the ownership by a Member of any Entity or business of which less than five percent (5%) of the annual

revenues constitute a Competing Business; and (C) the consummation of a Competing Business Acquisition by an Acquiring Party following compliance with Sections 3.18(c) and 3.18(d) (or any acquisition not subject to the terms of Sections 3.18(c) and 3.18(d)), will not be deemed to be a breach of this Section 3.12(b)(i).

(ii) During the period such Non-Compete Party or any of his/its Affiliates is a Member of the Company and for a period of two (2) years thereafter, without the consent of the Company (subject to Approval by a Supermajority of the Board), a Non-Compete Party shall not, and shall cause his/its Affiliates not to, anywhere in the Territory: (A) directly or indirectly, hire, engage, or solicit (or attempt any of the foregoing) for employment (or engagement as a consultant) any person who is employed (or engaged as a consultant) by any of the Ranger IPO Entities, the Company or its subsidiaries, or encourage or induce or attempt to encourage or induce any such employee or consultant to leave such employment or engagement (provided that this subsection (A) shall not limit general advertising not directed at any of the Ranger IPO Entities, the Company or its subsidiaries or any such restricted current or former employee or consultant); (B) encourage or induce or attempt to encourage or induce any Person who is a customer, supplier, vendor, licensee, licensor, franchisee, or other business relation of any Member, the Company, their Affiliates or the Ranger IPO Entities to cease doing business or modify the way it does business with any of the Ranger IPO Entities, the Company or its subsidiaries, or in any way interfere with or otherwise affect the relationship between any such customer, supplier, licensee, licensor, franchisee, or business relation and any of the Ranger IPO Entities, the Company or its Affiliates; or (C) solicit any Person described in subsection (B) for any Competing Business.

(iii) If, at the time of enforcement of this Section 3.12(b), a court or other tribunal shall hold that the duration, geography or scope restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum duration, geography or scope reasonable under such circumstances shall be substituted for the stated duration, geography or scope and that the court or other tribunal shall reform the restrictions contained herein to cover the maximum duration, geography and scope permitted by law.

(iv) If any Non-Compete Party breaches any provision of this Section 3.12(b), such Member agrees and acknowledges that the time periods set forth herein shall be extended by the time period of such breach.

(v) Nothing in this Section 3.12(b) shall abrogate any other non-competition agreement to which the Company or any of its Affiliates and any Non-Compete Party is a party.

(vi) Notwithstanding anything contained herein to the contrary, in no event shall this Section 3.12(b) restrict the Ranger IPO Entities from taking any action that would otherwise be prohibited by this Section 3.12(b).

(c) Each party hereto recognizes that a breach of any of the provisions of Section 3.12(a) or 3.12(b) would result in serious harm to the Company for which monetary damages would be inadequate, difficult to determine, or both. Therefore, if any Non-Compete Party or its Affiliates breaches any provision of Section 3.12(a) or 3.12(b), the Company shall be entitled to injunctive relief and specific performance in addition to any other available legal or equitable remedies against such breaching Non-Compete Party and/or its Affiliates (as applicable).

(d) The Company and the Members agree that the provisions of 18 U.S.C. 1833 are incorporated herein and shall govern the provisions set forth in this Section 3.12.

(e) Notwithstanding anything to the contrary herein, to the extent any provision of any employment agreement, offer letter, noncompetition, nondisclosure, non-solicitation or similar agreement, including any Grant Agreement, between any Class B Member, Class C Member or Class D Member, on the one hand, and the Company or a subsidiary of the Company, on the other, conflicts with the provisions set forth in this Section 3.12, such other provisions shall govern.

3.13 Lack of Authority. No Member (unless that Member is also a Manager or an officer of the Company and is acting in that capacity pursuant hereto) has the authority or power to act for or on behalf of the Company, to do any act that would be binding on the Company or to incur any expenditures on behalf of the Company.

3.14 Liability to Third Parties. No Member or Manager is liable for the debts, obligations, or liabilities of the Company, including under a judgment, decree, or order of a court.

3.15 Withdrawal. No Member has the right to withdraw from the Company as a Member without the Approval of a Majority of the Members to permit that withdrawal.

3.16 Compensation. No compensation shall be paid by the Company to any Person in his capacity as a Member. This Section 3.16 shall not be construed to preclude any Member from receiving distributions from Distributable Cash.

3.17 Certificates. Certificates in the form determined by the Board may be delivered representing all Membership Interests to which Members are entitled. If issued, such certificates shall be consecutively numbered, and shall be entered in the books of the Company as they are issued. Each certificate shall state on the face thereof the holder’s name, the Membership Interest represented thereby, and such other matters as may be required by applicable laws. Each such

certificate shall be signed by at least one (1) Manager and may be sealed with the seal of the Company or a facsimile thereof if adopted. The signature of the Managers upon the certificates may be facsimile. Subject to Section 3.3, upon surrender to the Company or the transfer agent of the Company of a certificate for Membership Interests duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the Company to issue a new certificate to the Person entitled thereto, cancel the old certificate, and record the transaction upon its books and records.

3.18 Waiver of Fiduciary Duties and Corporate Opportunity.

(a) The Members expressly acknowledge and agree hereby that their relationship to the Company and each other is strictly contractual in nature and is not that of partners, joint venturers or any similarly situated persons and is not fiduciary in nature. No Member shall take, or cause or permit its Affiliates, directors, managers, members, partners, officers, employees or agents to take, any action that would bind or obligate the Company in any manner not expressly authorized by this Agreement. Each Member may grant or withhold their consent, approval or vote, in their sole discretion, as directed or otherwise determined by such Member, without regard to the interests of the other Members, it being understood that except to the extent required by the Act, no Member shall have any fiduciary duty or other duty to represent or act in the best interests of the Company or the other Members.

(b) A “Corporate Opportunity” shall mean an investment or business opportunity reasonably related to the business of the Company. Subject to compliance with Section 3.12 and Section 3.18(c) and (d), the Members and the Managers who are elected or appointed by the Members (collectively, the “Exempt Persons”), in their sole discretion and without obtaining the consent of or soliciting participation by any Member or the Company, (i) may engage in, possess an interest in, or participate as an officer, director, manager, consultant, representative, partner, stockholder, member, or employee in, any present or future business venture (whether or not competing with any present or future business activities of the Company); and (ii) may become a shareholder, officer or director of any corporations, a member (including the managing member) of any limited liability companies, a partner (including the general partner) in any partnerships, the manager of other entities, and/or the investment manager for investment funds; and (to the fullest extent permitted by law) the doctrines of corporate opportunity and fiduciary duty, or any analogous doctrines, shall not apply to any Exempt Person. Each Member acknowledges and agrees that any such other investments, accounts, funds, business ventures, or other entities, whether now existing or created in the future, could compete with the Company’s and its Affiliates’ business and each Member waives any claims against the Exempt Persons based on such actions. No Exempt Person who acquires knowledge of a Corporate Opportunity or other opportunity or a potential transaction, agreement, arrangement, or other matter that may be a Corporate Opportunity or other opportunity for the Company or any Member shall have any duty to communicate or offer such opportunity to the Company or any Member, and (to the fullest extent permitted by law) such Exempt Person shall not be liable to the Company or to the Members for breach of any fiduciary or other duty by reason of the fact that such Exempt Person pursues or acquires for, or directs such opportunity to, another Person or Entity (including such Exempt Person or any other Exempt Person) and/or

does not communicate such opportunity or information to the Company or any Member. Any Exempt Person also currently (and in the future) may engage and/or invest in other businesses and/or non-business activities. Neither the Company nor any Member shall have any right, title, or interest in or to any such businesses and/or activities, or in the income or profits derived therefrom, by reason of this Agreement or otherwise. This Section 3.18(b) shall not be construed or interpreted as modifying the covenants and obligations set forth in Section 3.12 in any respect.

(c) If, during the period ending four (4) years after October 3, 2016 (the effective date of the Prior Agreement), CSL or any of its Affiliates (other than the Company, PubCo or any of their subsidiaries) (an “Acquiring Party”), enters into any letter of intent, contract or other written agreement or understanding (each, an “Acquisition Contract”) with respect to the acquisition of, or right to acquire (directly or indirectly) any Competing Business within the Territory for consideration equal to greater than $10,000,000 (each, a “Competing Business Acquisition”), then CSL shall promptly (but in any event no less than thirty (30) days prior to the consummation of such acquisition) provide notice to the Class A-2 Members (each, a “Competing Business Acquisition Notice”). Notwithstanding anything to the contrary in this Agreement, this Section 3.18(c) shall not obligate CSL or any of its Affiliates (including, but not limited to, the Company) to provide notice of any Acquisition Contract to the Class A-2 Members other than with respect to a Competing Business Acquisition.

(d) If the Class A-2 Members provide notice to CSL within fifteen (15) days of receipt of a Competing Business Acquisition Notice that the Class A-2 Members elect for the Company to acquire the assets that are the subject of the Competing Business Acquisition (the “Subject Property”), then either (i) the Acquiring Party shall, or shall cause its Affiliate (other than the Company or any of its subsidiaries), to acquire the Subject Property, and promptly thereafter assign such Subject Property to the Company or its subsidiaries, as directed by the Class A-2 Members, in exchange for cash consideration in an amount equal to the consideration paid by the Acquiring Party therefor or (ii) if possible (taking into account the terms of the applicable Acquisition Contract, the timing and status of the consummation of the related Competing Business Acquisition, and such other factors as the Acquiring Party deems relevant), the Acquiring Party shall, or shall cause its Affiliate (other than the Company or any of its subsidiaries), to assign its rights under such Acquisition Contract to the Company or its subsidiaries and, thereafter, the Company or its subsidiaries shall acquire the Subject Property under the terms of the Acquisition Contract, and the Company shall accept such assignment. If the Class A-2 Members elect for the Company not to acquire the Subject Property or fail to respond in such fifteen (15) day period, then the Acquiring Party may independently seek to acquire the Subject Property free from any further obligations hereunder; provided that the Acquiring Party shall have one hundred and twenty (120) days (or such longer period as may be required to obtain any approval necessary under applicable securities laws, other federal law applicable to such transaction or similar state or local laws) after receipt of such notice from the Class A-2 Members to acquire the Subject Property; thereafter, any such acquisition shall be subject to Section 3.18(c). Notwithstanding anything to the contrary set forth herein, if the Class A-2 Members elect for the Company to acquire the Subject Property pursuant to this Section 3.18(d) with respect to any non-binding Acquisition Contract, (A) the Acquiring Party shall use commercially reasonable efforts to close such Competing Business Acquisition, but shall not be obligated to acquire or cause its Affiliates to acquire the Subject Property and (B) in

no event shall CSL or any of its Affiliates (other than the Company or any of its subsidiaries) consummate the transaction contemplated by such non-binding Acquisition Contract.

3.19 Registration Rights.

(a) Registration on Request.

(i) Request for Registration. At any time after an Initial Public Offering, upon the written request of any Class A Member or any Permitted Transferee of a Class A Member holding Registrable Securities requesting that the Company effect the registration under the 1933 Act of all or part of such holders’ Registrable Securities and specifying the intended method of disposition thereof and whether or not such requested registration is to be an underwritten offering, the Company will promptly give written notice of such requested registration to all other holders of Registrable Securities and thereupon the Company will use commercially reasonable efforts to effect the registration under the 1933 Act of:

(A) The Registrable Securities which the Company has been so requested to register by such holders, and

(B) All other Registrable Securities which the Company has been requested to register by the holders thereof by written request given to the Company within twenty (20) days after the giving of such written notice by the Company (which request shall specify the intended method of disposition of such Registrable Securities), all to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered. Such registration may be a registration under Rule 415 of the 1933 Act.

(ii) Registration Statement Form. Registrations under this Section 3.19(a) shall be on such appropriate registration form of the Commission (A) as shall be selected by the Company, (B) as shall be appropriate to register the sale of Registrable Securities and (C) as shall permit the disposition of such Registrable Securities in accordance with the intended method or methods of disposition specified in their request for such registration. The Company agrees to include in any such registration statement all information which holders of Registrable Securities being registered shall reasonably request regarding the selling shareholders and the plan of distribution.

(iii) Expenses. The Company will pay all Registration Expenses in connection with the registration requested pursuant to this Section 3.19(a), including the fees and expenses of one counsel to represent the holders requesting the registration.

(iv) Number of Requests; Effective Registration Statement. The Company shall only be required to file three (3) effective registration statements pursuant to this Section 3.19(a). A registration requested pursuant to this Section 3.19(a) shall not

be deemed to have been effected (A) unless a registration statement with respect thereto has become effective, (B) if after it has become effective, such registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason, or (C) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied.

(v) Selection of Underwriters. If a requested registration pursuant to this Section 3.19(a) involves an underwritten offering, the underwriter or underwriters thereof shall be selected by the holders of more than fifty percent (50%) (by number of Units) of the Registrable Securities to be so registered.

(vi) Priority in Requested Registrations. If a requested registration pursuant to this Section 3.19(a) involves an underwritten offering, and the managing underwriter shall advise the Company that, in its opinion, the number of securities requested to be included in such registration exceeds the number which can be sold in such offering, the Company will include in such registration, to the extent of the number which the Company is so advised can be sold in such offering, Registrable Securities requested to be included in such registration, Pro Rata among the holders thereof requesting securities to be included in such registration. In connection with any registration as to which the provisions of this clause (vi) apply, no securities other than Registrable Securities shall be covered by such registrations.

(vii) Required Threshold. The Company shall not be obligated to prepare, file and cause to become effective a registration statement pursuant to Section 3.19(a) unless the proposed aggregate public offering price of the Registrable Securities to be included in such registration is at least $25,000,000.

(b) Incidental Registration.

(i) Right to Include Registrable Securities. If the Company at any time proposes to register any of its securities under the 1933 Act (other than by a registration on Form S-4 or Form S-8 or any successor or similar form), for sale for its own account, it will each such time give prompt written notice to all holders of Registrable Securities of its intention to do so and of such holders’ rights under this Section 3.19(b). Upon the written request of any such holder made within twenty (20) days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder and the intended method of disposition thereof), the Company will use commercially reasonable efforts to effect the registration under the 1933 Act of all Registrable Securities which the Company has been so requested to register; provided, that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, thereupon, (A) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to

pay the Registration Expenses in connection therewith), and (B) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 3.19(b).

(ii) Priority in Incidental Registrations. If (A) a registration pursuant to this Section 3.19(b) involves an underwritten offering of the securities so being registered, whether or not for sale for the account of the Company, to be distributed (on a firm commitment basis) by or through one or more underwriters of recognized standing under underwriting terms appropriate for such a transaction, and (B) the managing underwriter of such underwritten offering informs the Company of its belief that the number of securities requested to be included in such registration exceeds the number which can be sold in (or during the time of) such offering, then the Company will include in such registration, to the extent of the number which the Company is so advised can be sold in (or during the time of) such offering, first, all securities proposed by the Company to be sold for its own account, second, such Registrable Securities requested to be included in such registration on a Pro Rata basis among holders thereof, and third, all other securities of the Company requested to be included in such registration on a Pro Rata basis among the holders of such other securities.

(c) Registration Procedures. If and whenever the Company is required to use commercially reasonable efforts to effect the registration of any Registrable Securities under the 1933 Act as provided in Section 3.19(a) and Section 3.19(b), the Company will as expeditiously as possible:

(i) prepare and (as soon thereafter as possible or in any event no later than forty-five (45) days after the end of the period within which requests for registration may be given to the Company) file with the Commission the requisite registration statement to effect such registration and thereafter use commercially reasonable efforts to cause such registration statement to become effective;

(ii) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions of the 1933 Act with respect to the disposition of all securities covered by such registration statement until the earlier of (A) such time as all of such securities have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration statement and (B) the date on which all Registrable Securities registered pursuant to such registration statement are eligible for resale under Rule 144(b)(1) promulgated under the 1933 Act and such registration statement has been withdrawn or the securities registered thereunder have been deregistered;

The Company may require each seller of Registrable Securities as to which any registration is being effected to furnish the Company such information regarding such seller and

the distribution of such securities as the Company may from time to time reasonably request in writing.

Notwithstanding anything set forth in this Agreement, the Company shall have the right to delay the filing of a registration statement pursuant to this Agreement and to suspend the effectiveness of any such registration statement for a reasonable period of time (not exceeding forty-five (45) days) if the Company furnishes to the selling holders a certificate signed by a Manager, the Chairman or the President of the Company stating that the Company has determined in Good Faith that effecting such registration or offering at such time would adversely affect a material financing, acquisition or disposition of assets, distribution of rights or stock, merger or other comparable transaction or would require the Company to make public disclosure of information to the public, disclosure of which would have a material adverse effect upon the Company; provided that such period may be extended up to an additional forty-five (45) days if the material transaction in question is an underwritten public offering of securities of the Company and the lead underwriter for such offering has notified the Company of the need to extend such period.

(d) Underwritten Offerings. If requested by the underwriters for any underwritten offering by holders of Registrable Securities pursuant to a registration requested under Section 3.19(a) or Section 3.19(b), the Company will enter into an underwriting agreement with such underwriters for such offering, such agreement to be satisfactory in substance and form to each such holder and the underwriters and to contain such representations and warranties by the Company and such other terms as are generally prevailing in agreements of this type, including indemnities. The holders of Registrable Securities to be distributed by such underwriters shall be parties to such underwriting agreement.

(e) Holdback Agreements. If required by the managing underwriters, each holder of Units agrees not to effect any public sale or distribution of securities of the Company within the meaning of the 1933 Act during the one hundred eighty (180)-day period beginning on the effective date of any registration statement filed hereunder except as part of such registration, unless the underwriters managing the registered public offering otherwise agree; provided that the foregoing obligation of each holder of Units shall be conditioned upon all of the Company’s then current Managers agreeing to the same restrictions.

3.20 Fair Market Value.

the initial ten (10) day period). If the seller and the buyer are unable to agree on an independent appraiser, they each shall appoint one (1) independent appraiser, the two (2) of whom shall thereupon appoint a third (3rd) independent appraiser, within ten (10) days of the appointment of the second appraiser. If the seller or the buyer fails to appoint an independent appraiser within a ten (10) day period, they shall be deemed to have consented to the appraiser selected by the other party and that appraiser’s determination of the Fair Market Value shall be final. Once three (3) appraisers are appointed, each appraiser shall determine the Fair Market Value. The Fair Market Value shall be the average of the middle value (i.e., the amount determined by the appraiser that is neither the highest nor the lowest) and the value that is closest to the middle value; provided, however, if there is an equal difference between the middle value and the other two values, the Fair Market Value shall be the middle value; provided, further, if two of the values are equal, the Fair Market Value shall be the amount agreed-upon by those two appraisers. For example, if the three values were $9, $10, and $12, the Fair Market Value would be $9.50; if the three values were $9, $10, and $11, the Fair Market Value would be $10; and if the three values were $9, $9, and $12, the Fair Market Value would be $9. Such independent appraiser or appraisers shall, as a condition of their employment, execute agreements to keep any information they receive concerning the Company confidential. To determine the Fair Market Value of any Unit, the independent appraiser(s) shall first determine the fair market value of the Company itself, and the fair market value of the Unit shall be equal to the amount that would be distributed in respect thereof if, based on such fair market value of the Company, the Company were then dissolved and liquidated in accordance with the terms of this Agreement. The determination by the independent appraiser(s) as to Fair Market Value shall be binding upon all parties. The Company shall bear all fees and expenses of such appraisals.

(b) Notwithstanding any other provision in this Agreement to the contrary, all time periods associated with the rights and obligations set forth in this Article 3 for the Company, the Tag Members or any other purchaser of Units shall be suspended until a determination of the Fair Market Value shall have been made.

3.21 Conversion to a Corporation. The Board may recommend that the Company convert (the “Conversion”) to a corporation in anticipation of an Initial Public Offering. The Board shall provide the Members with a written plan of Conversion, which shall contain a statement regarding the aggregate fair market value of all Units as determined by the Board in Good Faith. Upon Approval of a Majority of the Members of such Conversion, the Board shall convert the Units into shares of common stock in the corporation based on the amount each Member would receive in a deemed liquidation of the Company in accordance with Section 7.1(a). The Conversion is not intended to change the Class C Member’s or Class D Member’s economic incentive evidenced by Class C Units and Class D Units, as applicable, and set forth in this Agreement. As a result, upon such Conversion, the converted corporation’s board of directors shall adopt a stock option plan that provides substantially the same incentives and economic compensation to the Class C Members and the Class D Members as such Members would have received under this Agreement without giving effect to the Conversion.

3.22 Ranger Reorganization

(a) Authority. Solely in anticipation of the Ranger IPO, the Company may enter into and perform all of its obligations under the Master Reorganization Agreement and take other actions it deems necessary to give effect to the series of restructuring transactions (the “Ranger Reorganization”) described in the Master Reorganization Agreement.

(b) Acknowledgement. The Members acknowledge that the Ranger Reorganization may be undertaken only in anticipation of the Ranger IPO. All Members shall take any and all actions as may be reasonably required and otherwise cooperate in good faith with the Company in connection with consummating the Ranger Reorganization, including executing and delivering any conveyances, certificates, documents, or other instruments necessary or advisable in the determination of the Board to effect the Ranger Reorganization, and hereby vote and consent thereto. No Member shall have any dissenters’ or appraisal rights in connection with the Ranger Reorganization.

(c) Power of Attorney. Each Member irrevocably makes, constitutes and appoints each Manager of the Company, acting individually or collectively, as its true and lawful agent and attorney-in-fact, with full power of substitution and full power and authority in its name, place and stead, to make, execute, sign, acknowledge, swear to, record and file all instruments required or necessary to effectuate and consummate the Ranger Reorganization or as are otherwise required or necessary to facilitate the Ranger IPO, in each case, in accordance with this Agreement.

(d) Amendment. Effective immediately prior to the first public issuance of shares of PubCo’s Class A common stock in connection with the Ranger IPO, the following shall be deemed deleted from this Agreement and have no further force or effect: Section 3.18(c), Section 3.18(d), Section 3.19, Section 3.21, Section 6.2(a), Section 6.3, Section 6.4, Section 6.5, Section 9.2(b), Section 9.2(c) and any defined terms in Section 1.1 related solely to such Sections.

ARTICLE 4
MEETINGS OF MEMBERS

4.1 Place. All meetings of the Members shall be held at the principal office of the Company or at such other place within or outside the State of Delaware as may be determined by the Managers and set forth in the respective notice or waivers of notice of such meeting.

4.2 Annual Meetings. The annual meeting of the Members for the election of Managers and the transaction of such other business as may properly come before the meeting shall be held at such time and date as shall be designated by the Board from time to time and stated in the notice of the meeting. Such annual meeting shall be called in the same manner as provided in this Agreement for special meetings of the Members, except that the purposes of such meeting must be enumerated in the notice of such meeting only to the extent required by law in the case of annual meetings.

4.3 Special Meetings. Special meetings of the Members may be called by the Board or by the holders of not less than fifteen percent (15%) of all the Class A Units and Class B Units (taken together as a single class). Business transacted at all special meetings shall be confined to the purposes stated in the notice referenced in Section 4.4.

4.4 Notice. Written or printed notice stating the place, day, and hour of the meeting and, in the case of special meetings, the purpose or purposes for which the meeting is called, shall be delivered not less than seven (7) nor more than sixty (60) days before the date of the meeting, by or at the direction of the Board or Person calling the meeting, to each Member of record entitled to vote at such meeting.

4.5 Quorum. The Members holding a majority of the Class A Units and Class B Units (taken together as a single class) shall constitute a quorum at all meetings of the Members, except as otherwise provided by law. Once a quorum is present at the meeting of the Members, the subsequent withdrawal from the meeting of any Member prior to adjournment or the refusal of any Member to vote shall not affect the presence of a quorum at the meeting. If, however, such quorum shall not be present at any meeting of the Members, the Members entitled to vote at such meeting shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until the holders of the requisite amount of Units shall be present or represented. At any meeting of the Members at which a quorum is present, an action Approved by a Majority of the Members shall be the act of the Members, unless the vote of a greater number is required by law or this Agreement.

4.6 General Voting Procedures. Each outstanding Class A Unit and Class B Unit shall be entitled to one (1) vote on each matter submitted to a vote or for approval unless otherwise provided by law or pursuant to the last sentence of Section 5.3. No Class C Member or Class D Member shall have the right to vote or otherwise approve any action by the Members in any respect whatsoever, except as required by the Act or by applicable law.

4.7 Registered Members. The Company shall be entitled to treat the holder of record of any Units as the holder in fact of such Units for all purposes, and accordingly shall not be bound to recognize any equitable or other claim to or interest in such Units on the part of any other Person, whether or not it shall have express or other notice of such claim or interest, except as expressly provided by this Agreement or the laws of the State of Delaware.

4.8 Actions Without a Meeting and Telephonic Meetings. Notwithstanding any other provision contained in this Article 4, all actions of the Members provided for herein may be taken by written consent without a meeting, or any meeting thereof may be held by means of a telephone conference. Any action that may be taken by the Members without a meeting shall be effective only if the consent or consents are in writing, set forth the action so taken, and are signed by the holder or holders of Membership Interests constituting not less than the minimum amount of Units that would be necessary to take the action at a meeting at which the holders of all Membership Interests entitled to vote on the action were present and voted.

ARTICLE 5
RIGHTS AND DUTIES OF THE BOARD

5.1 Management. The powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under, its board of Managers (the “Board”). In addition to the powers and authorities expressly conferred by this Agreement upon the Board, the Board may exercise all such powers of the Company and do all such lawful acts and things as are not directed or required to be exercised or done by the Members by the Act or this Agreement, including contracting for or incurring debts, liabilities and other obligations on behalf of the Company.

5.2 Number and Qualifications. The Board shall consist of six (6) Managers, or such other number as may be determined by the Approval of a Majority of the Class A-1 Members from time to time, but no decrease in the number of Managers shall have the effect of shortening the term of any incumbent Manager or taking away the rights of any Member to elect a Manager as provided in Section 5.3. Managers need not be residents of the State of Delaware. The Managers in their discretion may elect a chairman of the Board who shall preside at meetings of the Board.

5.3 Election. The Members agree to vote their Units so that Managers are elected to the Board as follows:

(a) The Class A-1 Members (by Approval of a Majority of the Class A-1 Members) shall have the right to designate two (2) Managers (each, a “Class A-1 Manager”), who initially shall be Charles Leykum and Vivek Raj;

(b) The Class A-2 Members (by Approval of a Majority of the Class A-2 Members) shall have the right to designate two (2) Managers (the “Class A-2 Managers”), who initially shall be Richard E. Agee and Brett T. Agee;

(c) The Class B Members (by Approval of a Majority of the Class B Members) shall have the right to designated one (1) Manager (the “Class B Manager”), who initially shall be Darron Anderson; and

(d) Upon the written agreement of CSL and the Class A-2 Members, one (1) Manager shall be designated (the “Independent Manager”), who initially shall be Merrill A. Miller, Jr.

In the event that a Member becomes a Defaulting Member, it shall upon becoming a Defaulting Member lose the right to vote with respect to the election or appointment of a Manager in accordance with this Section 5.3 and Section 6.2. Furthermore, for so long as the Class A-2 Members own, in the aggregate, in excess of ten percent (10%) of the issued and outstanding Class A Units held by the Class A-2 Members as of the effective date of this Agreement, if any Class A-2 Member or any Affiliate thereof engages in any activity that would be in breach of Section 4.5 of the Contribution Agreement (as if such Class A-2 Member or Affiliate were a “Non-Compete Party” thereunder and disregarding, for purposes hereof, any expiration of the Restricted Period (as defined in the Contribution Agreement)), the Class A-2 Members shall lose the right to vote with respect to the election or appointment of a Manager in accordance with this Section 5.3.

5.4 Vacancy. Any vacancy occurring for any reason in the number of Managers shall be filled by the Members having the authority to elect such Manager pursuant to Section 5.3. A Manager elected to fill a vacancy shall be elected for the unexpired term of the predecessor in office.

5.5 Removal. Subject to Section 3.6(f), a Manager may be removed at any time, with or without cause, by the Members having the authority to elect such Manager pursuant to Section 5.3, and otherwise in accordance with the provisions thereof.

5.6 Annual Meetings. The annual meeting of the Board shall be held, without further notice, immediately following the annual meeting of Members, and at the same place, or at such other time and place as shall be fixed with the consent in writing of all the Managers.

5.7 Regular Meetings. Regular meetings of the Board may be held pursuant to a written schedule delivered in advance to all Managers either within or outside the State of Delaware. All Managers shall receive reasonable prior notice of any change in such written schedule.

5.8 Special Meetings. Special meetings of the Board may be called by any Manager on at least three (3) Business Days’ notice to each Manager.

5.9 General Voting Procedures.

(a) On each matter submitted to a vote or for Approval of the Board, (i) each Class A-1 Manager shall be entitled to three (3) votes, (ii) each Class A-2 Manager shall be entitled to one (1) vote, (iii) the Class B Manager shall be entitled to one (1) vote, and (iv) the Independent Manager shall be entitled to one (1) vote, unless otherwise provided by law. When any decision, determination, election, selection or other action is to be made or undertaken by the Board pursuant to this Agreement, it shall be deemed to require the Approval of the Board unless otherwise expressly provided in this Agreement.

(b) The following actions shall require the Approval of the Board unless otherwise indicated:

(i) To admit a new Member (other than the initial Members, Permitted Transferees, and Substitute Members);

(ii) To authorize the issuance of New Securities;

(iii) To authorize the Company to repurchase Units in accordance with Article 3;

(iv) To approve distributions of Distributable Cash, including Tax Distributions pursuant to Section 7.1;

(v) To incur Indebtedness in the name of the Company (other than pursuant to any line of credit previously approved by the Board, including the Credit Agreement, dated as of April 30, 2015 between Ranger Services and Iberiabank, as it may be amended or replaced) in excess of $500,000 in the aggregate or refinance any loans or any other Indebtedness of the Company with an aggregate principal balance of $500,000, or to guarantee in the name or on behalf of the Company the performance of any contract or other obligation;

(vi) To approve, modify, restate or terminate any employment, consulting, grant or other agreements between the Company or its Affiliate and any of their respective Managers, directors, officers or employees or to change or alter the compensation paid to such Persons;

(vii) To make requests on the Members for funding Capital Contributions;

(viii) To cause the Company to sell or otherwise dispose of any Property, including any subsidiary of the Company, except in the ordinary course of business or as contemplated by the Company’s annual budget;

(ix) To cause the Company to mortgage, pledge, assign in trust, or otherwise encumber any Property, including any subsidiary of the Company, except for inchoate liens arising as a matter of law;

(x) To acquire assets and to make capital expenditures of the Company, except in the ordinary course of business or as contemplated by the Company’s annual budget;

(xi) To approve annual budgets of the Company and deviations therefrom;

(xii) To form, dissolve, or take any action as the owner of a direct or indirect subsidiary of the Company;

(xiii) Subject to Section 5.17, to approve any Affiliate Contract;

(xiv) To merge or otherwise combine with another Person;

(xv) To take any action that would make it impossible to carry on the ordinary business of the Company, including filing for Bankruptcy protection;

(xvi) To dissolve the Company;

(xvii) Except as contemplated by Section 11.2, to amend the Certificate or this Agreement; and

(xviii) To take, cause or permit any direct or indirect subsidiary of the Company to take, cause or permit any of the actions or activities outlined in Section 5.9(b)(i) through Section 5.9(b)(xvii) (inclusive).

(i) To approve any non-cash distributions, other than pursuant to Section 10.4;

(ii) To issue any “profits interests” other than Class C Units and Class D Units issued in accordance with Section 6.4;

(iii) To take any action that would make it impossible to carry on the ordinary business of the Company, including filing for Bankruptcy protection;

(iv) To approve any Affiliate Contract involving payments or amounts in excess of $500,000 (whether individually or in a series of related transactions or payments) or any resolution or action taken with respect to a Conflict Matter;

(v) To take any action that will result in the Company to be classified as other than a partnership for U.S. federal income tax purposes;

(vi) Except as contemplated by Section 11.2, to amend the Certificate or this Agreement;

(vii) To dissolve the Company;

(viii) Except as required in Exigent Circumstances, to accept any Capital Contributions pursuant to Section 6.2(c) in excess of $2,000,000 annually or to issue any New Securities for consideration in excess of $2,000,000 annually.

(ix) Except with respect to any revolving bank credit facility or with respect to any bank debt as of the date of this Agreement, (A) to incur Indebtedness in the name of the Company or any of its subsidiaries in excess of $2,500,000 in the aggregate or refinance any Indebtedness of the Company with an aggregate principal balance of $2,500,000, or to guarantee in the name or on behalf of the Company the performance of any contract or other obligation of any other Person; or (B) to cause the Company or any of its subsidiaries to mortgage, pledge, assign in trust, or otherwise encumber any Property valued in excess of $2,500,000, except for inchoate liens arising as a matter of law;

(x) To cause the Company to sell or otherwise dispose of any Property, including any subsidiary of the Company in excess of $2,500,000, except in the ordinary course of business or as contemplated by the Company’s annual budget;

(xi) To acquire assets and to make capital expenditures of the Company in excess of $2,500,000, other than pursuant to Section 6.2(a); and

(xii) To take, cause or permit any direct or indirect subsidiary of the Company to take, cause or permit any of the actions or activities outlined in Section 5.9(c)(i) through Section 5.9(c)(xi) (inclusive).

(d) Notwithstanding anything in this Agreement to the contrary, references to the Company’s Affiliates or subsidiaries in this Section 5.9 exclude the Ranger IPO Entities.

5.10 Quorum. At all meetings of the Board, the presence of a Majority shall be necessary and sufficient to constitute a quorum for the transaction of business unless a greater number is required by law. At a meeting at which a quorum is present, the act of a Majority shall be the act of the Board, except as otherwise provided by law or this Agreement. If a quorum shall not be present at any meeting of the Board, the Managers present at the meeting may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

5.11 Attendance and Waiver of Notice. Attendance of a Manager at any meeting shall constitute a waiver of notice of such meeting, except where a Manager attends a 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. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Managers need be specified in the notice or waiver of notice of such meeting.

5.12 No Compensation; Reimbursement of Expenses. Managers, as such, shall not receive any stated salary for their services, but shall be entitled to reimbursement for all reasonable out-of-pocket expenses incurred in the course of their service hereunder, provided that nothing contained in this Agreement shall be construed to preclude any Manager from serving the Company or its Affiliates in any other capacity and receiving compensation for such service.

5.13 Officers. The Board may, from time to time, designate one or more Persons to be officers of the Company. No officer need be a Member or a Manager. Any officers so designated shall have such authority and perform such duties as the Board may, from time to time, delegate to them. The Board may assign titles to particular officers, including chief executive officer, president, vice president, secretary, assistant secretary, treasurer, and assistant treasurer. Each officer shall hold office until such Person’s successor shall be duly designated and shall qualify or until such Person’s death or until such Person shall resign or shall have been removed in the manner hereinafter provided. Any number of offices may be held by the same Person. The salaries or other compensation, if any, of the officers and agents of the Company shall be fixed from time to time by the Board, subject to the approval requirements set forth in Section 5.9. Any officer may be removed as such, either with or without cause, by the Board whenever in the Board’s judgment the best interests of the Company will be served thereby. Any vacancy occurring in any office of the Company (other than Manager) may be filled by the Board.

5.14 Actions Without a Meeting and Telephone Meetings. Notwithstanding any provision contained in this Article 5, all actions of the Board provided for herein may be taken by written consent without a meeting, or any meeting thereof may be held by means of a conference telephone. Any such action that may be taken by the Board without a meeting shall be effective only if the consent or consents are in writing, set forth the action so taken, and are signed by all Managers.

5.15 Advisory Managers.

(a) The Board, by Approval of a Supermajority of the Board, may designate such number of natural Persons as they may from time to time determine as an “Advisory Manager”. Each Advisory Manager shall serve, subject to the pleasure of the Board, until the earlier of his resignation, the term set forth by the Board for such service or until the next succeeding annual meeting of the Board, following the annual meeting of the Members, at which such regular Managers are elected. Each Advisory Manager shall be notified of all regular or special meetings of the Board, shall be entitled to attend and participate therein, but shall not be entitled to vote. Each Advisory Manager shall be entitled to fees for serving as an Advisory Manager, as determined by Approval of a Supermajority of the Board. Each Advisory Manager shall also be reimbursed for any necessary expenses of attending Board meetings. The initial Advisory Managers shall be Ronney Coleman and Bill Austin, and they shall receive fees and Class C Units consistent with those received by them prior to the date hereof, or as otherwise determined by a Supermajority of the Board.

(b) An Advisory Manager may serve in an advisory capacity on any committees adopted by the Board, but such Advisory Manager shall have no power to vote or to exercise the powers of the Board or any Manager on such committees or in the business or affairs of the Company and shall not be included in determining the requisite number of Managers that are required to constitute and to serve on any such committees.

(c) Any person serving as an Advisory Manager shall be treated as a “Manager” for purposes of the provisions set forth in Section 3.18 and Article 8.

5.16 Responsibility of the Managers and Officers; Limitation of Liability.

(a) Whenever any Manager or officer of the Company makes a determination or takes or declines to take any action under this Agreement or with respect to the business and affairs of the Company or any of its Affiliates, such Manager or officer shall exercise Good Faith in carrying out his duties and obligations as provided in this Agreement and in dealings with respect to the Company and its Affiliates. Whenever in this Agreement any Manager or officer or another Person is permitted or required to act in Good Faith, any such Person shall act under such express standard and, to the fullest extent permitted by applicable law, shall not be subject to any other standard.

(b) Notwithstanding any other terms of this Agreement (except the last sentence of this Section 5.16(b)), whether express or implied, or any obligation or duty at law or in equity, and to the fullest extent permitted by law, no Manager or officer shall be liable to the Company or its Affiliates, to any other Manager or officer, or to any Member for any act or omission (in relation to the Company or its Affiliates, any Member, this Agreement, any transaction, any investment, or any business decision or action), including for breach of contract or breach of duties, including fiduciary duties taken or omitted by such Manager or officer, provided that a court of competent jurisdiction has not rendered a final determination that such act or omission constitutes fraud, gross negligence, willful misconduct or lack of Good Faith. Notwithstanding the foregoing, to the extent any such Manager or officer enters into a contract with the Company or any of its Affiliates, such contract shall be enforceable against the parties thereto in accordance with such contract’s terms.

5.17 Affiliate Contracts; Related Party Transactions; Conflicts of Interest.

(a) The Members and the Managers acknowledge that (x) the Company and any of its subsidiaries may enter into agreements with any Member and/or its respective Affiliates (any such agreement, an “Affiliate Contract”) and (y) any other conflicts of interest that exist or arise between or among any Member and/or its respective Affiliates, on the one hand, and any other Member and/or its respective Affiliates or the Company and/or its respective Affiliates, on the other hand (a “Conflict Matter”) may be resolved or a course of action with respect to such Conflict Matter undertaken, and such Affiliate Contract or Conflict Matter (and the actions of the Managers or any party to such Affiliate Contract or Conflict Matter, including any Member or Members controlling the Company, in approving or disapproving such Affiliate

Contract or Conflict Matter or being a party thereto) shall be permitted and deemed approved by all Members and shall not constitute a breach of this Agreement or any duty stated or implied by law, equity or otherwise, including any fiduciary duty, provided that:

(i) the material facts of the Affiliate Contract or Conflict Matter have been disclosed to or are otherwise known by all Managers prior to their approval of the Affiliate Contract or resolution or course of action with respect to the Conflict Matter; and

(ii) solely with respect to any such matters involving payments or amounts in excess of $500,000 (whether individually or in a series of related transactions or payments), the Affiliate Contract or resolution or course of action with respect to such Conflict Matter has been Approved by a Supermajority of the Board.

Notwithstanding the foregoing, no agreement or other conflict of interest between a Ranger IPO Entity, on the one hand, and, on the other hand, any Person other than the Company and any of its subsidiaries that is not also a Ranger IPO Entity, shall constitute an Affiliate Contract or a Conflict Matter.

(b) No Affiliate Contract or resolution or action taken with respect to a Conflict Matter shall be invalid solely because of the affiliated relationship between the Company or its Affiliate, on the one hand, and the Member or its Affiliate, on the other hand, or solely because any Manager appointed or elected by a Member is present or participates in the meeting of the Board or committee thereof which approves the Affiliate Contract or resolution or action taken with respect to the Conflict Matter or solely because his votes are counted for such purpose, if the material facts as to his relationship or interest and as to the Affiliate Contract or Conflict Matter are known or disclosed to the Board and the Affiliate Contract or resolution or action taken with respect to the Conflict Matter is approved in accordance with the requirements of this Section 5.17. If the Affiliate Contract or resolution or action taken with respect to the Conflict Matter is approved in accordance with the requirements of Section 5.17, then it shall be presumed that, in making their decision, the Managers approving or disapproving the Affiliate Contract or resolution or action taken with respect to the Conflict Matter acted in Good Faith, and in any proceeding brought by or on behalf of any Member or Manager (including any derivative action in the name of the Company or its Affiliate) challenging such approval, the Person bringing or prosecuting such proceeding shall have the burden of overcoming such presumption.

(c) The Members, the Managers and the Company agree (for themselves and for their respective Affiliates) that if an Affiliate Contract or resolution or action taken with respect to the Conflict Matter is approved or disapproved pursuant to the provisions of this Section 5.17, no Person may challenge the Board by asserting that approval or disapproval of the Affiliate Contract or resolution or action taken with respect to the Conflict Matter as a related party or interested transaction required a duty of the Board other than Good Faith (or such other standard as may be required by the Act at the time of such decision), and in no case shall an individual Manager’s decision or the Approval of the Board ever be held to any higher standard of conduct or review (including any “business judgment rule” standard that would impose a duty

of care or duty of loyalty or any enhanced scrutiny standard such as an “entire fairness” standard).

(d) NOTWITHSTANDING ANY PROVISION IN THIS AGREEMENT TO THE CONTRARY, IN NO EVENT WILL ANY MEMBER, INCLUDING ANY MEMBER WHO CONTROLS THE COMPANY, HAVE ANY DUTY STATED OR IMPLIED BY LAW, EQUITY OR OTHERWISE, INCLUDING ANY FIDUCIARY DUTY, WITH RESPECT TO ANY OTHER MEMBER OR THE COMPANY OR ITS AFFILIATES WITH RESPECT TO THE APPROVAL OR DISAPPROVAL OF ANY AFFILIATE CONTRACT OR CONFLICT MATTER OR WITH RESPECT TO ANY OTHER MATTER WHATSOEVER, IT BEING THE EXPRESS INTENTION OF THE MEMBERS, THE BOARD AND THE COMPANY TO ELIMINATE TO THE FULLEST EXTENT PROVIDED BY LAW ANY AND ALL FIDUCIARY DUTIES OR OTHER DUTIES THAT MAY OTHERWISE BE OWED BY ANY MEMBER TO ANY OTHER MEMBER OR TO THE COMPANY OR ITS AFFILIATES.

ARTICLE 6
CAPITALIZATION

6.1 Previous Capital Contributions. On or prior to the date of this Agreement, each initial Class A-1 Member, each initial Class A-2 Member and each initial Class B Member (a) has made the Capital Contributions indicated for such Class A-1 Member, Class A-2 Member or Class B Member opposite such Member’s name under the column heading “Existing Capital Account” on the Member Schedule and (b) in exchange for such previous Capital Contributions, has been issued the amount of Class A-1 Units, Class A-2 Units or Class B Units indicated for such Class A-1 Member, Class A-2 Member or Class B Member on the Member Schedule. Any Capital Contribution required in connection with the issuance of Units after the date of this Agreement shall be made on the date of issuance of such Units. No Class A Member or Class B Member shall have any obligation to make any Capital Contributions to the Company except as set forth in this Section 6.1 or as agreed in writing by such Member (including pursuant to Section 6.2 or Section 6.3).

6.2 Additional Capital Contributions.

(a) CSL Capital Contribution Rights. Subject to Approval of a Supermajority of the Board, at any time after the effective date of this Agreement and on or prior to October 3, 2017, CSL shall have the option, but not the obligation, to make one or more additional Capital Contributions of cash, property, other assets and/or businesses, up to an aggregate amount of twenty million Dollars ($[•](1)). For purposes of this Section 6.2(a), the amount of any Capital Contribution of property shall be deemed to be the Cost thereof. The Board shall issue additional Class A-1 Units to CSL in exchange for any Capital Contribution made under this Section 6.2(a)

(1) NTD: To reflect $20 million less all Capital Contributions made by CSL from October 3, 2016 until the date of this Agreement.

at the same price and valuation as the Class A-1 Units issued pursuant to Section 6.1, subject to Section 6.3.

(b) Capital Contributions and Forfeitures pursuant to Contribution Agreement.

(i) Notwithstanding anything to the contrary set forth in this Agreement, any Transfer Taxes (as defined in the Contribution Agreement) shall be borne fifty percent (50%) by the Class A-1 Members (Pro Rata in accordance with their relative number of Class A-1 Units) and fifty percent (50%) by the Class A-2 Members (Pro Rata in accordance with their relative number of Class A-2 Units). Promptly following the determination that any Transfer Taxes are due and payable by the Company, any Member, or any Affiliate thereof, each Class A-1 Member and each Class A-2 Member shall each make an additional Capital Contribution to fund such Member’s portion thereof. The Board shall issue additional Class A-1 Units and Class A-2 Units in exchange for any Capital Contribution made under this Section 6.2(b) at the same price and valuation as the Class A-1 Units and Class A-2 Units issued pursuant to Section 6.1.

(ii) Notwithstanding anything to the contrary set forth in this Agreement, CSL shall be liable for the payment of taxes as set forth in Section 4.4(c)(i) and Section 4.4(c)(iii) of the Contribution Agreement. Promptly following the determination that any such taxes are due and payable by the Company, any Member, or any Affiliate thereof, each Class A-1 Member shall each make an additional Capital Contribution to fund such Member’s portion thereof, in such proportions as the Class A-1 Members shall determine among them. The Board shall not issue additional Units or increase such Member’s Capital Return Account in exchange for any Capital Contribution made under this Section 6.2(b)(ii). The parties intend that, to the greatest extent possible, the increase in each Class A-1 Member’s Capital Account for any Capital Contribution it makes pursuant to this Section 6.2(b)(ii) will be offset with a special allocation of deductions to such Class A-1 Member pursuant to Section 7.6(c) such that the net change in such Class A-1 Member’s Capital Account from such increase and decrease is zero.

(iii) In the event the Company is liable to any Bayou Indemnitee (as defined in the Contribution Agreement) pursuant to Article VI of the Contribution Agreement, and CSL Management so elects (in its sole discretion), the Company shall satisfy such obligation through the issuance of additional Class A-2 Units to the Class A-2 Members, utilizing the then fair market value of such Class A-2 Units (which fair market value shall be determined in accordance with the procedures set forth in Section 3.20), and such Class A-2 Units shall have an aggregate Capital Return Account equal to the amount of such obligations so satisfied.

(iv) In the event any Class A-2 Member or any Affiliate of a Class A-2 Member is liable to any Ranger Indemnitee (as defined in the Contribution Agreement) pursuant to Article VI of the Contribution Agreement, and Bayou Well Holdings Company, LLC so elects (in its sole discretion), Bayou Well Holdings Company, LLC shall satisfy such obligation through the cancellation or forfeiture of Class A-2 Units held

by Class A-2 Member, utilizing the then fair market value of such Class A-2 Units (which fair market value shall be determined in accordance with the procedures set forth in Section 3.20).

(v) For the avoidance of doubt, the rights of the Class A Members and the Class B Members under Section 6.3 shall not apply to additional Capital Contributions in connection with this Section 6.2(b).

(c) Additional Optional Capital. Subject to the express provisions hereof including Section 5.9(c)(viii), if the Board determines, by Approval of a Majority of the Board, that additional capital in excess of the amounts contributed pursuant to Section 6.1 or Section 6.2(a) is required for the Company’s or its subsidiaries’ businesses, the Board may, from time to time, send written notice to all Class A Members and Class B Members with a request for such Members to make additional Capital Contributions to fund all or a portion of the required capital (with such request for additional Capital Contributions being Pro Rata among the Class A Members and Class B Members). Each Class A Member and each Class B Member may elect, in its sole discretion, whether to make an additional Capital Contribution (up to such Member’s Pro Rata portion of the requested capital). To the extent that any Class A Member or Class B Member elects not to fund such additional Capital Contribution, those Class A Members and Class B Members that do elect to fund such Capital Contribution shall have the opportunity to increase their funding Pro Rata (such increase being Pro Rata among the Class A Members and Class B Members making such further election). No Member shall be required to fund any Capital Contribution pursuant to a request from the Managers pursuant to this Section 6.2(c) unless that Member has expressly agreed to do so in writing. For any Capital Contribution from a Member pursuant to this Section 6.2(c) for which that Member has agreed in writing to make such Capital Contribution, payment shall be made by such Member by means of wire transfer to the Company by the required funding date determined by the Board and included in the notice of the offer to contribute additional capital. For purposes of this Section 6.2(c), the amount of any Capital Contribution of property shall be deemed to be the Cost thereof. The Board shall, in Good Faith, determine the number of Class A-1 Units, Class A-2 Units and/or Class B Units, if any, to be issued with respect to any Capital Contribution made under this Section 6.2(c), subject to Section 6.3.

(d) Results of Member Default. If any Member fails to make a Capital Contribution that such Member has agreed to make in writing (including with respect to any New Securities such Member has agreed to purchase in writing) within thirty (30) days of the required funding date thereafter (a “Defaulting Member”), such Defaulting Member shall have no right to vote on any matter submitted for approval of the Members, and such Defaulting Member’s right thereafter to elect or appoint a Manager, if any, shall terminate and shall not be reinstated until such Defaulting Member has cured its breach by making the full amount of its Capital Contribution past due. On and following the date a Member becomes a Defaulting Member, he/it shall be treated as an Assignee and shall have no further right to purchase any New Securities until such breach is cured as set forth in the preceding sentence.

(e) No Member shall be paid interest on any Capital Contribution.

6.3 Preemptive Rights.

(a) Preemptive Right. Subject to Section 6.3(c), the Company hereby grants to the Class A Members and the Class B Members (other than any Defaulting Member) the right to purchase any New Securities that the Company or any of its subsidiaries may, from time to time, propose to sell and issue, pursuant to the terms of this Section 6.3 (the “Preemptive Right”). In the event that the Company proposes to undertake an issuance of New Securities, it shall give each Class A Member and Class B Member written notice of its intention (the “New Securities Notice”), describing the type of New Securities, the price, and the general terms upon which the Company proposes to issue the same. Each Class A Member and Class B Member shall have twenty (20) days after receipt of the New Securities Notice to agree to purchase all or a portion of its Pro Rata share of the New Securities at the price and upon the terms specified in the New Securities Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased. In the event that any Class A Member or Class B Member fails to exercise in part or in full the Preemptive Right within the twenty (20)-day period specified above, the Board shall promptly notify the purchasing Members and the purchasing Members, Pro Rata or as they may otherwise agree, may purchase the remaining New Securities within thirty (30) days after receipt of the New Securities Notice. Each Member who elects to purchase any New Securities shall make payment therefor by wire transfer to the Company within thirty (30) days after receipt of the New Securities Notice, and each such payment shall be considered an additional Capital Contribution; provided, however, that if any Member has elected to purchase New Securities but fails to make payment therefor by the thirtieth (30th) day following receipt of the New Securities Notice, the purchasing Members shall have an additional ten (10) day period in which to purchase such unpurchased New Securities Pro Rata or as they may otherwise agree.

(b) Sale to Third Parties. If any New Securities were not purchased by the Members pursuant to Section 6.3(a), the Company shall have one hundred twenty (120) days thereafter to sell the New Securities with respect to which the rights of the Members were not exercised at a price and upon terms no more favorable to the purchasers thereof than specified in the Company’s New Securities Notice. In the event the Company has not sold the New Securities within such one hundred twenty (120)-day period, the Company shall not thereafter issue or sell any New Securities without first offering such New Securities to the Members in the manner provided in Section 6.3(a).

(c) Notwithstanding the above provisions of this Section 6.3, the rights of the Class A Members and Class B Members under this Section 6.3 shall not apply to or otherwise restrict the issuance of the following New Securities: (i) Class C Units or Class D Units issued pursuant to Section 6.4; (ii) New Securities issued or issuable for consideration other than cash pursuant to a merger, consolidation, acquisition or similar business combination Approved by a Supermajority of the Managers; (iii) New Securities issued in connection with an Initial Public Offering; (iv) New Securities issued in connection with the issuance of debt by the Company, other than debt issued to any Member or an Affiliate of a Member; (v) New Securities issued upon the exercise or conversion of any New Securities issued in compliance with this

Section 6.3; (vi) New Securities issued in connection with the Ranger Reorganization or the Ranger IPO; or (vii) New Securities issued pursuant to Section 6.2(b).

6.4 Equity Incentive Plan.

(a) Issuance of Units. Subject to Section 5.9, the Board, by Approval of a Majority of the Board following the recommendation of the Chief Executive Officer, may issue up to one million (1,000,000) Class C Units and up to one million (1,000,000) Class D Units to Persons who provide services to the Company or any Affiliate of the Company, such as members of management, other key personnel, consultants or independent contractors, or as otherwise provided in this Agreement. Class C Units and Class D Units will be designated as non-voting, and will have no right to vote or otherwise approve any action by the Members in any respect whatsoever. Class C Units and Class D Units are intended to be “profits interests” from a U.S. federal income tax perspective, and will be assigned a Hurdle Amount upon issuance. Upon each issuance of Class C Units and/or Class D Units, the Managers shall “book up” or “book down” the Capital Accounts of the Members in accordance with Section 7.7(c). As a condition to any natural person becoming a Class C Member or a Class D Member, the spouse of such person will execute an acknowledgment or a copy of this Agreement by which such spouse agrees to be bound by the terms of this Agreement as though a party hereto.

(b) Vesting. The Class C Units and the Class D Units issued pursuant to this Section 6.4 shall be subject to any vesting schedule set forth in the respective Grant Agreements pursuant to which such Class C Units and Class D Units were issued.

(c) Issuance/ Forfeiture. All Class C Units and Class D Units may be forfeitable in accordance with the applicable Grant Agreement. To the extent any Class C Units or Class D Units are forfeited, such Class C Units or Class D Units are available for re-grant in accordance with this Section 6.4; provided, that, for the avoidance of doubt, any re-granted Class C Units or Class D Units issued pursuant to this Section 6.4 shall be assigned a Hurdle Amount at the time of issuance (and shall not retain the Hurdle Amount applicable to such Units in the hands of the prior holder of such Units).

(d) Accelerated Conversion to Non-Forfeitable Units. In the event that, while any Forfeitable Units are outstanding: (i) there shall occur an Initial Public Offering, then, with respect to each Forfeitable Unit outstanding immediately prior to the consummation of such transaction and without the necessity of any action by the Managers or the Members, (A) seventy-five percent (75%) of all Forfeitable Units shall immediately convert to Non-Forfeitable Units prior to the effective date of such transaction, and (B) the remaining Forfeitable Units shall continue to be subject to the forfeiture provisions of Section 6.4(b); or (ii) (A) any Class C Member or Class D Member is forced to sell its Class C Units or Class D Units, respectively, pursuant to Section 3.8, (B) the Company sells, leases or otherwise consensually disposes of all or substantially all of its assets, or (C) the Company consolidates or merges with or into any other Person and is not the surviving parent Entity, then one hundred percent (100%) of all Forfeitable Units being transferred pursuant thereto shall immediately convert to Non-Forfeitable Units prior to the effective date of any such Transfer.

(e) Non-Transferability. Forfeitable Units may not be Transferred or otherwise disposed of in any way (whether by operation of law or otherwise) and shall not be subject to execution, attachment or similar process. Any attempt to Transfer or otherwise dispose of any right or privilege related thereto shall be null and void.

(f) Value of Class C Units and Class D Units. The Company intends for the Class C Units and the Class D Units to be treated as “profits interests” for U.S. federal income tax purposes within the meaning of Rev. Proc. 93-27, 1993-C.B. 343. In accordance with Rev. Proc. 2001-43, 2001-2 CB 191, the Company shall treat each Class C Member holding Class C Units and each Class D Member holding Class D Units as the owner of such Units from the date they are granted, and shall file its IRS form 1065, and issue appropriate Schedules K-1 to such Class C Member and Class D Member, respectively, allocating to such Member his/its distributive share of all items of income, gain, loss, deduction and credit associated with such Class C Units or such Class D Units as if such Units were not subject to forfeiture. On the date of issuance, the Class C Units and the Class D Units are intended to have a Capital Account and fair market value equal to zero. However, in the event the IRS determines otherwise, the Class C Member or Class D Member who receives such Class C Units or Class D Units, respectively, shall owe the Company any federal, state, or local taxes required by law to be withheld with respect to any such Units. Any such amounts must be paid by cash or check within ten (10) days from the date the Company provides written notice to such Class C Member or Class D Member of the amount due to the Company. In the event such Class C Member or such Class D Member fails to make such payment in a timely manner, the Company may deduct from all distributions made to such Member under this Agreement or from its compensation for services paid by the Company or any Affiliate thereof, any federal, state, or local taxes required by law to be withheld with respect to any such Class C Units or Class D Units, as applicable.

(g) Safe Harbor Election. The Company acknowledges that the IRS issued Internal Revenue Service Notice 2005-43, I.R.B. 2005-24 (June 13, 2005), proposing to create a safe harbor election for “profits interests” (the safe harbor election referred to herein as the “Safe Harbor Election”). The IRS has not yet finalized the Safe Harbor Election. At any time after final guidance has been issued from the IRS and/or the Department of Treasury, and upon the request of any Class C Member or Class D Member, the Board, on behalf of all Members and the Company, (i) shall cause an amendment to this Agreement to be executed modifying any provisions necessary for the Company to qualify for the Safe Harbor Election and (ii) shall execute and file any other necessary forms or documents and take all other actions reasonably necessary to cause the Company, the Class C Members and the Class D Members to qualify for the Safe Harbor Election; provided, however, such Safe Harbor Election must be available to the Company, the Class C Members and the Class D Members, as applicable, under the terms of the final guidance.

(h) Tax Consequences. Each Class C Member and each Class D Member hereby agrees to make a protective election pursuant to Section 83(b) of the Internal Revenue Code to include in income the value (if any) of the Class C Units or Class D Units, respectively, over the amount paid (if any) by such Person for such Class C Units or Class D Units, as applicable, in the year of the grant and shall promptly notify the Company that such election has been made. Each Person receiving a grant of Class C Units or Class D Units acknowledges that it is the sole responsibility of such Person, and not the Company, to file a timely election under

Section 83(b) of the Internal Revenue Code even if such Person requests the Company or its representatives to make such filing on behalf of such Person. Each Class C Member and each Class D Member shall be solely responsible for determining the tax consequences of any issuance of Class C Units or Class D Units, as applicable, under this Agreement to such Member, including the advisability, availability, method, and timing for filing an election to include income arising from such issuance into such Member’s gross income under Code Section 83(b), the tax consequences of such election, and the provision of written notice to the Company of such election in accordance with the regulations promulgated under Code Section 83(b).

6.5 Member Loans. Subject to Approval of a Supermajority of the Board, the Board may make a request for loans to the Company from the Members, Pro Rata or as they may otherwise agree; provided, however, that no Class C Member or Class D Member shall have the right to make a loan or loans to the Company without the Approval of a Supermajority of the Board. Any such loan or advance (the “Member Loans”) will be treated for tax purposes as a transaction outside such Member’s capacity as a partner within the meaning of Code Section 707, and the amount of such Member Loan shall not be deemed an increase in the Capital Contributions of the Member that makes such loan or entitle that lending Member to any increase in its Capital Account or its Membership Interest. Any Member Loan shall be evidenced by a written promissory note and, unless otherwise approved by all of the Managers, shall (a) bear interest at the lower of (i) the Prime Rate plus ten percent (10%) per annum or (ii) the Maximum Lawful Rate, which interest is payable on the first day of each month, (b) shall have a term of three (3) years, and (c) shall be recourse to the Company but not to any Member; provided that with the Approval of the Board the per annum interest rate may be decreased (but not increased) and/or the maturity date may be shortened (but not lengthened).

6.6 Withdrawal or Reduction of Capital Contributions. No Member shall have the right to withdraw all or any part of its Capital Contribution or Capital Account or to receive any return on any portion of its Capital Contribution or Capital Account, except as may be otherwise specifically provided in this Agreement. Under circumstances involving a return of any Capital Contribution, no Member shall have the right to receive property other than cash.

6.7 Units. The number and type of Units issued to each Member are set forth opposite such Member’s respective name on the Member Schedule.

6.8 Liability of Members. No Member shall be liable for the debts, liabilities or obligations of the Company beyond such Person’s respective Capital Account or Capital Contributions. Except as otherwise provided herein, no Member shall be required to contribute to the capital of, or to loan any funds to, the Company.

ARTICLE 7
ALLOCATIONS AND DISTRIBUTIONS

7.1 Distributions.

(a) Distributable Cash. Except as provided in Section 7.1(b), Distributable Cash shall be distributed at such times as Approved by the Board and shall be made to the Members according to the schedule below:

(i) to the Class A-1 Members, Class A-2 Members, Class B Members, Class C Members and Class D Members, to be divided among them pursuant to the Participating Distribution Allocations, an amount equal to the total amount of such distribution multiplied by the Participating Percentage, and

(ii) to the Class A-1 Members, Class A-2 Members and Class B Members, to be divided among them pursuant to the Non-Participating Distribution Allocations, an amount equal to the total amount of such distribution multiplied by the Non-Participating Percentage.

“Participating Distribution Allocations” means:

(i) First, to the Members, to the extent of, and in proportion to, their Preferred Return Accounts;

(ii) Second, to the Members, to the extent of, and in proportion to, their Capital Return Accounts; and

(iii) Thereafter, (A) one hundred percent (100%) less the percentages determined pursuant to clauses (B) and (C) to the Class A-1 Members, Class A-2 Members and Class B Members Pro Rata in accordance with their relative number of Class A-1 Units, Class A-2 Units and Class B Units, (B) fifteen percent (15%) to the Class C Members Pro Rata in accordance with their relative number of Class C Units and (C) five percent (5%) to the Class D Members Pro Rata in accordance with their relative number of Class D Units; provided that no distributions shall be made with respect to Class D Units until the sum of all distributions made to each Class A-1 Member, each Class A-2 Member and each Class B Member equals 2.0x the return of all Capital Contributions theretofore made by such Class A-1 Member, Class A-2 Member and Class B Member to the Company; provided further that the percentages set forth in clauses (B) and (C) may be adjusted as set forth in any Grant Agreement.

Subject to the right to receive Tax Distributions as set forth in Section 7.1(b), notwithstanding anything to the contrary set forth herein, a Class C Unit and a Class D Unit shall be included in a distribution only to the extent that the cumulative amount distributed to all Members pursuant to clauses (i), (ii) and (iii) above since the date that Class C Unit or Class D Unit was issued exceeds the Hurdle Amount with respect to that Unit. Any amount that would otherwise be distributed to a Class C Member or Class D Member but for the application of the

preceding sentence shall instead be distributed to the Class A-1 Members, Class A-2 Members and Class B Members Pro Rata in accordance with their relative number of Class A-1 Units, Class A-2 Units and Class B Units. In addition, any amount that would otherwise be distributed with respect to any authorized but unissued Class C Unit or Class D Unit shall instead by distributed to the Class A-1 Members, Class A-2 Members and Class B Members Pro Rata in accordance with their relative number of Class A-1 Units, Class A-2 Units and Class B Units.

“Non-Participating Distribution Allocations” means:

(i) First, to the Members, to the extent of, and in proportion to, their Preferred Return Accounts;

(ii) Second, to the Members, to the extent of, and in proportion to, their Capital Return Accounts; and

(iii) Thereafter, one hundred percent (100%) to the Class A-1 Members, Class A-2 Members and Class B Members Pro Rata in accordance with their relative number of Class A-1 Units, Class A-2 Units and Class B Units.

(b) Distributions to Pay Tax Liabilities. The Company shall declare and make cash distributions pursuant hereto to the Members to allow the U.S. federal income tax (including estimated tax payments) attributable to the Company’s taxable income and any Code Section 704(c) allocations during that Fiscal Year that is passed through the Company to the Members to be paid by such Members when due (each a “Due Date”) in adequate distributable amounts necessary for Members to satisfy such tax obligations. To satisfy this requirement, the Company shall pay on or before five (5) days prior to each Due Date, an amount so that the cumulative amount of distributions for that Fiscal Quarter that have been designated by the Company as “Tax Distributions” are at least equal to (i) the sum of the Company’s positive taxable income attributed to its Members during that Fiscal Quarter multiplied by (ii) forty-four percent (44%). Such Tax Distributions shall be made to the Members in proportion to the net positive taxable income allocated to the Members on a cumulative basis. Any distribution made to a Member pursuant to this Section 7.1(b) shall be treated as an advance on any distributions to be made to such Member pursuant to Section 7.1(a) (including by way of Section 10.3(c)), and as such shall reduce such next subsequent distributions on a dollar-for-dollar basis. For avoidance of doubt, with respect to any distribution made to a Member pursuant to this Section 7.1(b), such distributions shall not be treated as a return of or on capital or as any other distribution described in Section 7.1(a) until and to the extent distributions pursuant to Section 7.1(a) are reduced pursuant to the immediately preceding sentence.

7.2 Basic Allocations.

(a) In General. After taking into account the special allocations set forth in this Article 7, and subject to Section 7.2(b), Profits and Losses for each calendar year (or individual items thereof), shall be allocated among the Members in the manner that will cause their Partially Adjusted Capital Accounts to equal, as soon as possible, their Targeted Accounts.

(b) Limitation on Loss Allocations. If any allocation of Losses would cause a Member to have an Adjusted Capital Account Deficit, those Losses instead shall be allocated to the other Members Pro Rata.

7.3 Allocations on Transfers. Taxable items of the Company attributable to a Membership Interest that has been transferred (including the simultaneous decrease in the Membership Interest of existing Members resulting from the admission of a new Member) shall be allocated between the transferor and the transferee using the proration method in accordance with Treasury Regulations Section 1.706-4. Notwithstanding the foregoing, the Company may, at the discretion of the Managers and with the Approval of a Majority of the Class A-2 Members, make an interim closing of its books as of the date that a Membership Interest has been transferred (including the simultaneous decrease in Membership Interest of existing Members resulting from the admission of a new Member), and allocate taxable items of the Company attributable to such Membership Interest based on such interim closing in accordance with Treasury Regulations Section 1.706-4. Distributions of assets of the Company with respect to a Membership Interest shall be made only to the Persons who, according to the records of the Company, are the owners, on the actual date of distribution, of the Membership Interests with respect to which the distributions are made. No liability shall result from making distributions in accordance with the provisions of the preceding sentence, whether or not any Manager or the Company has knowledge or notice of a transfer or purported transfer of ownership of a Membership Interest.

7.4 Special Allocations. If the requisite stated conditions or facts are present, the following special allocations shall be made in the following order:

(a) Qualified Income Offset. If a Member unexpectedly receives any adjustments, allocations or distributions described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), (d)(5) or (d)(6), then items of Company income and gain shall be specially allocated to each such Member in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations, the Adjusted Capital Account Deficit of the Member as quickly as possible, provided that an allocation pursuant to this Section 7.4(a) shall be made if and only to the extent that the Member would have an Adjusted Capital Account Deficit after all other allocations provided for in this Article 7 have been tentatively made without considering this Section 7.4(a).

(b) Gross Income Allocation. If a Member has a deficit Capital Account at the end of any Fiscal Year of the Company that exceeds the sum of (i) the amount the Member is obligated to restore, and (ii) the amount the Member is deemed to be obligated to restore pursuant to the penultimate sentences of Treasury Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5), then each such Member shall be specially allocated items of income and gain of the Company in the amount of the excess as quickly as possible, provided that an allocation pursuant to this Section 7.4(b) shall be made if and only to the extent that the Member would have a deficit Capital Account in excess of that sum after all other allocations provided for in this Article 7 have been tentatively made without considering Section 7.4(a) or 7.4(b).

(c) Section 754 Adjustments. To the extent an adjustment to the adjusted tax basis of any asset of the Company under Code Section 734(b) or Code Section 743(b) is required, pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts, the amount of the adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases the basis of the asset) and that gain or loss shall be specially allocated to the Members in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to that section of the Treasury Regulations.

(d) Partnership Minimum Gain Chargeback. Notwithstanding any other provision of this Article 7, if there is a net decrease in Partnership Minimum Gain during any taxable year or other period for which allocations are made, prior to any other allocation under this Agreement, each Member shall be specially allocated items of Company income and gain for that period (and, if necessary, subsequent periods) in proportion to, and to the extent of, an amount equal to such Member’s share of the net decrease in Partnership Minimum Gain during such year determined in accordance with Treasury Regulations Section 1.704-2(g)(2). The items to be allocated shall be determined in accordance with Treasury Regulations Section 1.704-2(g). This Section 7.4(d) is intended to comply with the partnership minimum gain chargeback requirements of the Treasury Regulations and shall be subject to all exceptions provided therein.

(e) Partner Nonrecourse Debt Minimum Gain Chargeback. Notwithstanding any other provision of this Article 7 (other than Section 7.4(d)), if there is a net decrease in Partner Nonrecourse Debt Minimum Gain with respect to a Partner Nonrecourse Debt during any taxable year or other period for which allocations are made, any Member with a share of such Partner Nonrecourse Debt Minimum Gain as of the beginning of the year shall be specially allocated items of Company income and gain for that period (and, if necessary, subsequent periods in an amount equal to such Member’s share of the net decrease in the Partner Nonrecourse Debt Minimum Gain during such year determined in accordance with Treasury Regulations Section 1.704-2(i)(4)). The items to be so allocated shall be determined in accordance with Treasury Regulations Section 1.704-2(i)(4) and (j)(2). This Section 7.4(e) is intended to comply with the Partner Nonrecourse Debt Minimum Gain chargeback requirements of the Treasury Regulations, shall be interpreted consistently with the Treasury Regulations and shall be subject to all exceptions provided therein.

(f) Partner Nonrecourse Deductions. Notwithstanding anything to the contrary in this Agreement, any Partner Nonrecourse Deductions for any taxable year or other period for which allocations are made will be allocated to the Member who bears the economic risk of loss with respect to the Partner Nonrecourse Debt to which the Partner Nonrecourse Deductions are attributable in accordance with Treasury Regulations Section 1.704-2(i).

7.5 Curative Allocations. The “Basic Regulatory Allocations” consist of (a) the allocations pursuant to Section 7.4(b), and (b) the allocations pursuant to Sections 7.4(a) through 7.4(f). Notwithstanding any other provision of this Agreement, the Basic Regulatory Allocations shall be taken into account in allocating items of income, gain, loss and deduction among the Members so that, to the extent possible, the net amount of the allocations of other items and the

Basic Regulatory Allocations to each Member shall be equal to the net amount that would have been allocated to each such Member if the Basic Regulatory Allocations had not occurred.

7.6 Other Allocation Rules.

(a) Allocations of Built-in Gain/Loss Items. In accordance with Code Sections 704(b) and 704(c) and the Treasury Regulations thereunder, income, gain, loss and deduction with respect to property actually or constructively contributed to the capital of the Company shall, solely for tax purposes, be allocated among the Members so as to take account of any variation at the time of the contribution between the tax basis of the property to the Company and the Gross Asset Value of that property. Except as otherwise provided herein, any elections or other decisions relating to those allocations shall be made by the Board (by Approval of a Supermajority of the Board), after consultation with the Accountant, in any manner that reasonably reflects the purpose and intent of this Agreement; provided that the Company shall utilize the “remedial method” under Treasury Regulation Section 1.704-3(d) unless otherwise determined by the Board (by Approval of a Supermajority of the Board). Allocations of income, gain, loss and deduction pursuant to this Section 7.6(a) are solely for purposes of federal, state and local taxes and shall not affect, or in any way be taken into account in computing, the Capital Account of any Member or the share of Profits or Losses, other tax items or distributions of any Member pursuant to any provision of this Agreement.

(b) Excess Nonrecourse Liabilities. Solely for purposes of determining a Member’s proportionate share of the “excess nonrecourse liabilities” of the Company within the meaning of Treasury Regulation Section 1.752-3(a)(3), the Members’ interests in Company profits shall be allocated to the Class A-1 Members, Class A-2 Members and Class B Members Pro Rata in accordance with their relative number of Class A-1 Units, Class A-2 Units and Class B Units. In the event Proposed Treasury Regulation Section 1.752-3(a)(3) is finalized, the Board shall select an allocation method permitted by the Treasury Regulations as finalized with the Approval of a Supermajority of the Managers.

(c) Special Allocation of Pre-Closing Tax Liabilities. Notwithstanding Section 7.2(a), to the extent that the Company is eligible to claim any deduction for federal income tax purposes with respect to amounts contributed by the Class A-1 Members pursuant to Section 6.2(b)(ii) and paid by the Company to the applicable taxing authority, such deduction shall be specially allocated one hundred percent (100%) to the Class A-1 Members in the same proportions as such Capital Contributions made pursuant to Section 6.2(b)(ii).

(d) Recapture. Any (i) recapture of depreciation or any other item of deduction shall be allocated, in accordance with Treasury Regulation Sections 1.1245-1(e) and 1.1254-5, to the Members who received the benefit of such deductions (taking into account the effect of remedial allocations) and (ii) recapture of grants or credits shall be allocated to the Members in accordance with applicable law.

7.7 Capital Accounts. The Company shall establish and maintain a separate capital account (“Capital Account”) for each Member in accordance with the rules of Treasury Regulation Section 1.704-1(b)(2)(iv) and in accordance with the following provisions:

(b) The Capital Account balance of each Member shall be debited (decreased) by (i) the amount of cash distributed to such Member by the Company, (ii) the fair market value of property distributed to such Member by the Company (net of liabilities secured by such distributed property that such Member assumes or takes subject to under Code Section 752) and (iii) such Member’s allocable share of Losses and any items in the nature of expenses or losses which are specially allocated pursuant to Sections 7.4 and 7.5; and

(c) The Board shall adjust the Gross Asset Values of the Company’s assets in accordance with subsection (b) of the definition of Gross Asset Values and such adjustments may result in gain, loss, Profits or Losses which shall be reflected in the Members’ respective Capital Accounts in accordance with Sections 7.2 and 7.4 and as of the date of this Agreement consistently with the Member Schedule. The resulting increase or decrease in the Capital Accounts of each Member shall be treated as a Code Section 704(c) item.

(d) The provisions of this Section 7.7 and the other provisions of this Agreement relating to the maintenance of Capital Accounts have been included in this Agreement to comply with Code Section 704(b) and the Treasury Regulations promulgated thereunder and will be interpreted and applied in a manner consistent with those provisions. The Board may modify the manner in which the Capital Accounts are maintained under this Section 7.7 in order to comply with those provisions, as well as upon the occurrence of events that might otherwise cause this Agreement not to comply with those provisions.

7.8 Tax Withholding. To the extent required by applicable law, the Company shall withhold taxes attributable to taxable income allocable or distributed to a Member and shall pay over to any U.S. federal, state, local or foreign government any amounts required to be so withheld. For all purposes under this Agreement, any amount so withheld shall be treated as actually distributed to the Member with respect to which such amount was withheld.

ARTICLE 8
INDEMNIFICATION AND INSURANCE

8.1 Right to Indemnification. The Managers and officers of the Company (each, an “Indemnified Party”) shall be indemnified and held harmless by the Company, but only to the extent that the Company’s assets

are sufficient therefor, from and against all claims, losses, damages, liabilities and expenses arising out of any management of the Company affairs (including any affairs of its Affiliates), but excluding those caused by the fraud, gross negligence, or willful misconduct of such Indemnified Party, subject to all limitations and requirements imposed by the Act. These indemnification rights are in addition to any rights that the Indemnified Party may have against third parties. THE FOREGOING INDEMNIFICATION SPECIFICALLY INCLUDES THOSE CLAIMS THAT ARISE OUT OF THE INDEMNIFIED PARTY’S SOLE, JOINT OR CONTRIBUTORY NEGLIGENCE OR STRICT LIABILITY, BUT SPECIFICALLY EXCLUDES THOSE CLAIMS THAT ARISE OUT OF THE INDEMNIFIED PARTY’S FRAUD, GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR LACK OF GOOD FAITH. THE INDEMNIFIED PARTY WOULD NOT HAVE ENTERED INTO THIS AGREEMENT OR AGREED TO SERVE AS A MANAGER OR OFFICER OF THE COMPANY IF NOT FOR THIS INDEMNIFICATION.

8.2 Right to Advancement of Expenses. The right to indemnification conferred in Section 8.1 shall include the right to be paid by the Company for the expenses (including reasonable attorneys’ fees and disbursements) incurred in defending any such proceeding in advance of its final disposition (hereinafter an “Advancement of Expenses”); provided, however, that an Advancement of Expenses incurred by an Indemnified Party shall be made only upon delivery to the Company of an undertaking, by or on behalf of such Indemnified Party, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that such Indemnified Party is not entitled to be indemnified for such expenses under this Article 8 or otherwise.

8.3 Non-Exclusivity of Rights. The right to indemnification and the Advancement of Expenses conferred in this Article 8 shall not be exclusive of any other right that any Person may have or hereafter acquire under any statute, provision of this Agreement or any other agreement or otherwise.

8.4 Insurance. The Company shall purchase and maintain insurance, at its expense and to the extent and in such amounts as the Board deems reasonable, to protect itself and any Manager, officer, employee or agent of the Company or another Entity against any expense, liability or loss, whether or not the Company would have the power to indemnify such Person against such expense, liability or loss under the Act.

8.5 Indemnification of Employees and Agents. The Company may, to the extent authorized from time to time by the Board, grant rights to indemnification, and rights to the Advancement of Expenses, to any employee or agent of the Company or its subsidiaries or Affiliates to the fullest extent of the provisions of this Article 8 with respect to the indemnification and Advancement of Expenses of Managers and officers.

8.6 Other Indemnities.

(a) The Company and each Member acknowledges and agrees that the obligation of the Company under this Agreement to indemnify or advance expenses to any Indemnified Party for the matters covered thereby shall be the primary source of indemnification and advancement of expenses of such Indemnified Party in connection therewith and any obligation on the part of any party under any Other Indemnification Agreement to indemnify or advance expenses to such Indemnified Party shall be secondary to the Company’s obligation and shall be reduced by any amount that the Indemnified Party may collect as indemnification or advancement from the Company. If the Company fails to indemnify or advance expenses to an Indemnified Party as required or contemplated by this Agreement, and any Person makes any payment to such Indemnified Party in respect of indemnification or advancement of expenses under any Other Indemnification Agreement on account of any amount that the Company fails to indemnify or advance to an Indemnified Party as required by this Agreement, such other Person shall be subrogated to the rights of such Indemnified Party under this Agreement in respect of such amounts.

(b) The Company, as an indemnifying party from time to time, agrees that, to the fullest extent permitted by applicable law, its obligation to indemnify any Indemnified Party under this Agreement shall include any amounts expended by any other Person under any Other Indemnification Agreement in respect of indemnification or advancement of expenses to any Indemnified Party in connection with any proceedings to the extent such amounts expended by such other Person are on account of any amount that the Company fails to indemnify or advance to an Indemnified Party as required by this Agreement.

ARTICLE 9
BOOKS AND ACCOUNTS

9.1 Accounting Principles. The Company will maintain its books and records in accordance with U.S. generally accepted accounting principles applied on a consistent basis.

9.2 Records and Reports.

(a) Records. At the expense of the Company, the Board shall maintain or cause to be maintained at all times at its principal place of business records and accounts of all operations and expenditures of the Company, including a list of the Members recorded on the books and records of the Company (the “Member Schedule”).

(b) Reports to Members. The Company will provide to each Member:

(i) Quarterly unaudited financial statements; and

(ii) Annual audited financial statements.

Except as otherwise required to be provided to Members under Delaware law, the information to be provided or made available to the Members pursuant to Sections 9.2(b) and 9.2(c) will be the only information of the Company required to be provided or made available to such Members or that such Members shall be entitled to seek or obtain, and such information will be deemed to irrevocably satisfy any such Member’s request for information from the Company which may be sought by such Member for any purpose reasonably related to its Membership Interest in the Company or otherwise. Notwithstanding any other provision in this Agreement, the Board will have the right to keep confidential from the Class C and Class D Members, for such period of time as the Board deems reasonable, any information which the Board reasonably believes to be in the nature of trade secrets or other information the disclosure of which the Board in Good Faith believes is not in the best interest of the Company or its subsidiaries or could damage the Company or its subsidiaries or their businesses or which the Company or any subsidiary is required by applicable law or by agreement with a third person to keep confidential. No Member, other than a Class A Member, shall be entitled to any information regarding the identity, Capital Contributions or number of Units of any other Member unless otherwise required by the Act. In accordance with the foregoing, each Class B Member, Class C Member and Class D Member agrees and acknowledges that the copy of this Agreement to be provided to such Member in such Member’s capacity as a Class B Member, Class C Member or Class D Member, (A) shall not include the signature page of any other Member, and (B) shall have the entries on the Member Schedule deleted or blacked out for each other Member, unless otherwise determined by the Board.

(c) Reports to Class A-2 Members. The Company shall provide to the Class A-2 Members any other written information or reports that are provided or prepared for the benefit of the Class A-1 Members.

9.3 Tax Returns and Other Elections. To the extent permitted under applicable law, the Managers intend for the Company to be treated, for U.S. federal, state and local income tax purposes, as a partnership. The Managers shall prepare, or cause the Accountant to prepare, all U.S. federal, state and local income and other tax returns that the Company is required to file and shall furnish a copy of each Member’s IRS Form K-1 and any other information that any Member reasonably requests relating thereto, not later than ninety (90) days after the end of the Fiscal Year or any extension period granted by the relevant authority having jurisdiction over such matters. All elections permitted to be made by the Company under U.S. federal, state, local or foreign laws shall be made by the Board.

9.4 Tax Matters Member. The Person identified as the “Tax Matters Member” on Exhibit A is hereby designated, to the extent applicable for taxable years beginning before January 1, 2018, to be the “tax matters partner” of the Company pursuant to Code Section 6231(a)(7) and shall serve in such capacity until a new “tax matters partner” is designated with the Approval of a Majority of the Members. The Tax Matters Member is also hereby designated as the “partnership representative” of the Company for purposes of the Partnership Tax Audit Rules. The Board is authorized to take (or

cause the Company to take) such other actions as may be necessary pursuant to Treasury Regulations or other guidance to cause the Tax Matters Member to be designated as the “partnership representative” of the Company, and each Member agrees to consent to such designation to the extent requested by the Board. Any Member who is designated “tax matters partner” shall take such action as may be necessary to cause each other Member to become a “notice partner” within the meaning of Code Sections 6223 and 6231. Any Member who is designated “tax matters partner” or “partnership representative” shall inform each other Member of all significant matters that may come to its attention in its capacity as such by giving notice thereof on or before fourteen (14) days after becoming aware thereof and, within that time, shall forward to each other Member copies of all significant written communications it may receive in that capacity. Any Member who is designated “tax matters partner” may not take any action contemplated by Code Sections 6222 through 6231, and any Member who is designated “partnership representative” may not take any action contemplated by the Partnership Tax Audit Rules, without the consent of the Board, but this sentence does not authorize any Person to take any action left to the determination of an individual Member under Code Sections 6222 through 6231. Notwithstanding the foregoing, (a) neither the “tax matters partner” nor the “partnership representative,” as applicable, will (i) agree to any extension of the statute of limitations for making tax assessments on behalf of the Company without first obtaining the written consent of all Class A Members or (ii) waive any rights of or bind any Class A Member to a settlement agreement in any tax proceeding without obtaining the prior written concurrence of any such Class A Member and (b) unless otherwise approved by all of the Class A Members, in the event of an audit by the IRS, the “partnership representative” shall make, on a timely basis, the election provided by Code Section 6226(a) to treat a “partnership adjustment” as an adjustment to be taken into account by each Member in accordance with Code Section 6226(b).

9.5 Bank Accounts. All funds of the Company shall be deposited in its name in an account maintained in an insured, commercial financial institution, as determined by the Board. The funds of the Company shall not be commingled with the funds of any other Person. Checks may be drawn on the Company account or accounts only for the purposes of the Company and shall be signed by one or more of the Managers.

9.6 Expenses. Except as Approved by the Board, each Member shall pay its own legal and other third party expenses incurred in connection with its due diligence review, approval and execution of this Agreement and any Operative Documents and any amendments and restatements thereof.

ARTICLE 10
DISSOLUTION AND WINDING UP

10.1 Dissolution.

(a) The Company shall be dissolved and its affairs shall be wound up upon the first to occur of the following:

(i) On the election to dissolve the Company Approved by a Supermajority of the Board;

(ii) On the death, retirement, resignation, expulsion, legal incapacity, dissolution, or Bankruptcy of the last remaining Member;

(iii) The entry of a decree of judicial dissolution under the Act; or

(iv) The Act so requires and the requirement is not validly varied by the Certificate or this Agreement.

(b) Nothing contained in this Section 10.1 is intended to permit a Member to dissolve the Company at will (by retirement, resignation, withdrawal, or otherwise), or to exonerate a Member from liability to the Company and the remaining Members if it dissolves the Company at will. An unpermitted dissolution at will of the Company is in contravention of this Agreement for purposes of the Act.

10.2 Winding-up.

(a) On dissolution of the Company, the business and affairs of the Company shall terminate, the assets of the Company shall be liquidated, and the Company’s affairs shall be wound up under this Article 10.

(b) Dissolution of the Company is effective as of the day on which the event giving rise to the dissolution occurs, but the Company shall not terminate until (i) there has been a winding up of the Company’s business and affairs and (ii) the Company’s assets have been distributed as provided in Section 10.3.

(c) On dissolution of the Company, all or any part of the assets of the Company shall be sold in the manner Approved by a Majority of the Members, in an effort to obtain the best prices for the assets; provided, however, that the Board may distribute assets of the Company in kind to the Members to the extent practicable.

10.3 Distribution of Assets on Dissolution. In settling accounts after dissolution, the assets of the Company shall be paid, reserved or distributed in the following order:

(a) First, amounts owed to creditors shall be paid to those creditors, in the order of priority as provided by law, except those to Members on account of their Capital Accounts, Capital Return Accounts or Capital Contributions;

(b) Second, amounts necessary to establish, for a period not to exceed one (1) year after the date of dissolution, cash reserves that the Board deems reasonably necessary for any contingent or unforeseen liabilities or obligations of the Company shall be held as reserves by the Company; and

(c) Third, any remainder shall be distributed to the Members in accordance with Section 7.1(a). Distributions pursuant to this Section 10.3 may be made to a trust established for the benefit of the Members for the purposes of liquidating Company assets, collecting amounts owed to the Company, and paying contingent or unforeseen liabilities or obligations of the Company. The assets of any such trust shall be distributed to the Members from time to time, subject to the Approval of a Majority of the Members, in the same proportions as the amounts distributed to the trust by the Company would otherwise have been distributed to the Members pursuant to this Agreement.

10.4 Distributions in Kind. Assets of the Company shall be distributed to the Members entitled thereto as tenants-in-common in the same proportions as the Members would have been entitled to cash distributions if the property had been sold for cash and the net proceeds distributed to the Members. If distributions in kind are made to the Members on dissolution and winding up of the Company, the Capital Account balances of those Members shall be adjusted to reflect the Members’ allocable share of gain or loss that would have resulted if the distributed property had been sold at its fair market value.

10.5 Certificate of Cancellation. When all liabilities and obligations of the Company have been paid or discharged, or adequate provision has been made therefor, and all of the remaining property and assets of the Company have been distributed to the Members according to their respective rights and interests, a Certificate of Cancellation shall be executed on behalf of the Company by one or more of the Managers or an authorized Member and shall be filed with the Office of the Secretary of State of the State of Delaware, and the Managers and Members shall execute, acknowledge and file any and all other instruments necessary or appropriate to reflect the dissolution and the completion of the winding up of the Company.

ARTICLE 11
MISCELLANEOUS PROVISIONS

11.1 Notices.

(a) Any notice, notification, demand or request provided or permitted to be given under this Agreement must be in writing and shall have been deemed to have been properly given, unless explicitly stated otherwise, if sent by (i) FedEx or other comparable overnight courier, (ii) registered or certified mail, postage prepaid, return receipt requested, or (iii) facsimile transmission during normal business hours to the place of business of the recipient.

(b) For purposes of all notices, the addresses and facsimile numbers of the Managers are set forth on Exhibit A and the addresses and facsimile numbers of the Members are set forth on the Member Schedule.

(c) All notices, notifications, demands or requests so given shall be deemed given and received (i) if sent via FedEx or other comparable overnight courier, the next Business Day after being deposited with such courier; (ii) if mailed, five (5) Business Days after being deposited in the mail; or (iii) if sent via facsimile transmission, the next Business Day after being so transmitted.

11.2 Amendments.

(a) Except as otherwise expressly set forth in this Agreement, this Agreement may be amended, supplemented or restated only upon the Approval of a Supermajority of the Managers and the Approval of a Majority of the Members; provided, that this Agreement may be amended upon the Approval of the Board, without the Approval of a Majority of the Members, to: (i) amend Exhibit A pursuant to this Agreement, (ii) cure any ambiguity or correct or supplement any provision hereof that is incomplete or inconsistent with any other provision hereof or correct any printing, stenographic or clerical error or omissions so long as such amendment under this clause (ii) does not adversely affect the interests of the Members, or (iii) reflect any issuance of New Securities, Capital Contributions, Transfer of Units, admission of any new Member, or withdrawal of an existing Member, in each case pursuant to the terms of this Agreement.

(b) Notwithstanding anything to the contrary in this Agreement, no amendment, supplement or restatement of or to this Agreement shall be made that will: (i) adversely affect the rights of a particular class, series, sub-class or sub-series of Units in a manner disproportionate to the other classes, series, sub-classes or sub-series of Units without the written consent of a majority of the Members of such affected classes, series, sub-classes or sub-series of Units; (ii) adversely affect the rights of a Member of a particular class, series, sub-class or sub-series of Units in a manner disproportionate to the other Members of such class, series, sub-class or sub-series without the written consent of such Member; (iii) require a Member to make a Capital Contribution without the written consent of such Member; (iv) modify or amend the requirement in any provision of this Agreement calling for the consent or vote by approval of all of the Managers, certain of the Managers, Approval of the Board, Approval of a Supermajority of the Board, Approval of a Majority of the Members, Approval of a Majority of the Class A-1 Members, Approval of a Majority of the Class A-2 Members, Approval of a Majority of the Class B Members, or approval of any specific Manager or Member, as applicable, without the written consent of all of the Members; or (v) affect or modify the limited liability of a Member for the debts and liabilities of the Company.

(c) The Certificate may be amended, supplemented or restated only upon the Approval of the Board and shall not be so amended, supplemented or restated in any manner that is inconsistent with the terms and conditions of this Agreement. Upon obtaining the approval of any amendment to the Certificate, the Board shall cause a Certificate of Amendment to be prepared, executed and filed in accordance with the Act.

11.3 Reliance on Authority of Persons Signing Agreement. If a Member is an Entity, the Company (a) is not required to determine the authority of the Person signing this Agreement to make any commitment or undertaking on behalf of such Entity or to determine any fact or circumstance bearing upon the existence of the authority of such Person; (b) is not required to see to the application or distribution of proceeds paid or credited to Persons signing this Agreement on behalf of such Entity; (c) is entitled to rely on the authority of the Person signing this Agreement with respect to the giving of consent on behalf of such Entity in connection with any matter for which consent is permitted or required under this Agreement; and (d) is entitled to rely on the authority of any general member, joint venturer, partner, manager, co-trustee or successor trustee, or president or vice president (as the case may be), of any such Entity the same as if such Person were the Person originally signing this Agreement on behalf of such Entity.

11.4 Governing Law; Exclusive Venue.

(a) THIS AGREEMENT AND THE APPLICATION OR INTERPRETATION HEREOF SHALL BE GOVERNED EXCLUSIVELY BY THE LAWS OF THE STATE OF DELAWARE (AND, WITH RESPECT TO SECTION 3.12(d), APPLICABLE FEDERAL LAWS), AND SPECIFICALLY THE ACT. THE PARTIES HERETO FURTHER AGREE THAT ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY DOCUMENT RELATING HERETO MAY BE BROUGHT ONLY IN A STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN HARRIS COUNTY, TEXAS. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING, BUT NOT LIMITED TO, ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON-CONVENIENCE, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF SUCH ACTION OR PROCEEDING IN ANY SUCH RESPECTIVE JURISDICTION.

(b) EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE, IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE OPERATIVE DOCUMENTS. EACH PARTY HERETO CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE SUCH WAIVER, (B) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER, (C) IT MAKES SUCH WAIVER VOLUNTARILY, AND (D) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 11.4.

11.5 No Action for Partition. No Member shall have any right to maintain any action for partition with respect to the Property.

11.6 Headings and Sections; Exhibits. The headings in this Agreement are inserted for convenience only and are in no way intended to describe, interpret, define, or limit the scope, extent, or intent of this Agreement or any provision hereof. Unless the context requires otherwise, all references in this Agreement to Sections or Articles shall be deemed to mean and refer to Sections or Articles of this Agreement. Any and all references to “Exhibits” are to Exhibits to this Agreement, each of which is made a part of this Agreement and incorporated herein for all purposes.

11.7 Number and Gender. Where the context so indicates, the masculine shall include the feminine, the neuter shall include the masculine and feminine, and the singular shall include the plural (and vice versa).

11.8 Binding Effect. Except as herein otherwise provided to the contrary, this Agreement shall be binding upon and inure to the benefit of the Members, their distributees, heirs, beneficiaries, legal representatives, executors, administrators, successors and assigns.

11.9 No Third-Party Beneficiary. Each of PubCo, RNGR and their respective successors and assigns is hereby granted third-party beneficiary status with respect to each Non-Compete Party’s obligations under Section 3.12 and shall be entitled to enforce such obligations as if such Person were a party hereto. This Agreement is made solely and specifically between and for the benefit of the parties hereto and their respective successors and assigns, subject to the prior sentence and the expressed provisions hereof relating to Indemnified Parties and successors and assigns. No other Person has any rights, interest or claims hereunder or is or will be entitled to any benefits under or on account of this Agreement as a third-party beneficiary or otherwise unless specifically provided in this Agreement.

11.10 Sole and Absolute Discretion. Except as otherwise provided in this Agreement, all actions that any Manager and/or Member may take and all determinations that any Manager and/or Member may make pursuant to this Agreement may be taken and made at the sole and absolute discretion of that Manager and/or Member.

11.11 Title to Company Property. To the extent that Property is held in the name of a Member, the Property shall be deemed held by that Member as agent and nominee for and on behalf of the Company. Any other property acquired by or standing in the name of any Member shall be conclusively presumed not

to be Property, unless an instrument in writing, signed by such Member, shall specify to the contrary.

11.12 Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable under present or future laws effective during the term hereof, the legality, validity and enforceability of the remaining provisions of this Agreement shall not be affected thereby, and in lieu of such illegal, invalid or unenforceable provision, there shall be added automatically as a part of this Agreement a provision as similar in terms to such illegal, invalid or unenforceable provision as may be legal, valid and enforceable.

11.13 Counterparts. This Agreement may be executed in counterparts, with each counterpart being deemed to be an original instrument, but all such counterparts together constituting but one agreement. Execution of a copy of this Agreement which has been telecopied, faxed or transmitted by other electronic transmission device, and/or following execution thereof returned by such device, shall be deemed to be effective and constitute an original instrument.

11.14 Entire Agreement. The Certificate, this Agreement and the other Operative Documents executed in connection herewith and as of the effective date hereof (a) constitute the entire agreement among the parties relating to the subject matter hereof and (b) supersede all previous contracts and agreements among the parties hereto, both oral and written.

Remainder of Page Intentionally Left Blank;
Signature Pages Follow

IN WITNESS WHEREOF, the undersigned, being the Managers on the date hereof, have caused this Agreement to be duly adopted by the Company effective as of the date first written above.


	CHARLES S. LEYKUM



	VIVEK RAJ



	RICHARD E. AGEE



	BRETT T. AGEE



	DARRON ANDERSON



	MERRILL A. MILLER, JR.

Signature Page 1 to
Third Amended and Restated Limited Liability Company Agreement of
Ranger Energy Holdings, LLC

The undersigned, being the Members, do hereby ratify, confirm and approve the adoption of this Agreement as the Third Amended and Restated Limited Liability Company Agreement of the Company, and do hereby assume and agree to be bound by and to perform all of the terms and provisions set forth in this Agreement effective as of the date first written above.

CLASS A-1 MEMBERS:

CSL ENERGY OPPORTUNITIES FUND I, L.P.

By:	CSL Energy Opportunity GP 1, LLC,
	its general partner

	By:
	Name:	Charles S. Leykum
	Title:	Managing Member


CSL ENERGY OPPORTUNITIES FUND II, L.P.

By:	CSL Energy Opportunity GP II, LLC,
	its general partner

	By:
	Name:	Charles S. Leykum
	Title:	Managing Member


CSL ENERGY HOLDINGS I, LLC

By:	CSL Energy Opportunity GP II, LLC,
	its managing member

	By:
	Name:	Charles S. Leykum
	Title:	Managing Member


CSL ENERGY HOLDINGS II, LLC

By:	CSL Energy Opportunity GP II, LLC,
	its managing member

	By:
	Name:	Charles S. Leykum
	Title:	Managing Member

Signature Page 2 to
Third Amended and Restated Limited Liability Company Agreement of
Ranger Energy Holdings, LLC

	CLASS A-2 MEMBERS:

	BAYOU WELL HOLDINGS COMPANY, LLC

		By:
		Name:
		Title:

Signature Page 3 to
Third Amended and Restated Limited Liability Company Agreement of
Ranger Energy Holdings, LLC

	CLASS B MEMBERS:



	SCOTT MILLIREN



	MIKEY HOPKINS



	RONNEY COLEMAN



	AUSTIN LEE VENTURES LTD

		By:
		Name:
		Title:



	KEVIN GIBSON



	JAKE JACOBS



	JIM PAPADOPOULOS



	JASON PODRAZA



	GUY HAAS

Signature Page 4 to
Third Amended and Restated Limited Liability Company Agreement of
Ranger Energy Holdings, LLC

	ALB PATRIOT 2012 LLC

		By:
		Name:
		Title:

Signature Page 5 to
Third Amended and Restated Limited Liability Company Agreement of
Ranger Energy Holdings, LLC

	CLASS C MEMBERS:



	SCOTT MILLIREN



	MIKEY HOPKINS



	RONNEY COLEMAN



	BILL AUSTIN



	KEVIN GIBSON



	JAKE JACOBS



	DENNIS BERRYRILL



	DENNIS DOUGLAS



	ALLAN BROWNIE



	DARRON ANDERSON

Signature Page 6 to
Third Amended and Restated Limited Liability Company Agreement of
Ranger Energy Holdings, LLC


	ROB SHAW



	HEATH HOLLAWAY



	SCOTT SHACKLEFORD



	MERRILL A. MILLER, JR.



	JASON PODRAZA



	AMANDA SNOWDEN



	CHIEF TAUZEN



	MATTHEW HOOKER



	GUY HASS

Signature Page 7 to
Third Amended and Restated Limited Liability Company Agreement of
Ranger Energy Holdings, LLC

	CLASS D MEMBERS:



	SCOTT MILLIREN



	DENNIS BERRYHILL



	MIKEY HOPKINS



	DENNIS DOUGLAS



	ALLAN BROWNIE



	KEVIN GIBSON



	HEATH HOLLAWAY



	SCOTT SHACKLEFORD



	JAKE JACOBS

Signature Page 8 to
Third Amended and Restated Limited Liability Company Agreement of
Ranger Energy Holdings, LLC


	JASON PODRAZA



	GUY HASS



	DARRON ANDERSON



	ROB SHAW



	AMANDA SNOWDEN



	CHIEF TAUZEN



	MATTHEW HOOKER

Signature Page 9 to
Third Amended and Restated Limited Liability Company Agreement of
Ranger Energy Holdings, LLC

SPOUSAL JOINDER

I, the undersigned spouse of the referenced member of Ranger Energy Holdings, LLC, a Delaware limited liability company (the “Company”), by my signature below, hereby acknowledge and represent to the Company and its members as follows: (a) that I have had the opportunity to read this Third Amended and Restated Limited Liability Company Agreement of the Company (this “Agreement”), to which my signature is affixed and to ask questions of my spouse as to its meaning and effect on my interest, if any, in this Agreement or in the membership interest or units of the Company registered in my spouse’s name; (b) that I have either consulted an attorney as to the legal effect of this Agreement, or have consciously chosen not to do so; (c) that neither the Company nor any of its members owes any fiduciary or other duties to me as a spouse of a member of the Company; (d) that I fully consent and agree to the terms and provisions of this Agreement insofar as it may affect any interest that I might have in this Agreement or in the membership interest or units registered in the name of my spouse on the books and records of the Company; and (e) that my spouse has the sole power and authority to execute and deliver this Agreement and subject the membership interest or units in the Company to the provisions imposed by this Agreement, and that my signature hereof shall in no way indicate or imply that he does not possess such authority.


	Signature of Spouse


	Printed Name:

	Spouse of Member:

	Dated Effective: [·], 2017

Spousal Joinder
Third Amended and Restated Limited Liability Company Agreement of
Ranger Energy Holdings, LLC

THIRD
AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
OF
RANGER ENERGY HOLDINGS, LLC
(A Delaware Limited Liability Company)

EXHIBIT A

BASIC INFORMATION

I.	COMPANY INFORMATION:

	Name of Company:	Ranger Energy Holdings, LLC

	Principal Office and Place of Business; Address, Telephone and Facsimile Numbers of Company:	c/o CSL Capital Management, LLC 1000 Louisiana, Suite 3850 Houston, TX 77002
		Telephone: (281) 407-0686
		Facsimile: (281) 946-8967

	Registered Agent and Registered Office:	The Corporation Trust Company Corporation Trust Center 1209 Orange Street Wilmington, DE 19801

	Tax Matters Member:	CSL Energy Opportunities Fund I, L.P.

A-1

II. MANAGERS:

a.	Name of Manager: Address, Telephone and Facsimile Number:	Charles S. Leykum c/o CSL Capital Management, LLC 1000 Louisiana, Suite 3850 Houston, TX 77002 Telephone: (281) 407-0686 Facsimile: (281) 946-8967

b.	Name of Manager: Address, Telephone and Facsimile Number:	Vivek Raj c/o CSL Capital Management, LLC 1000 Louisiana, Suite 3850 Houston, TX 77002 Telephone: (281) 407-0686 Facsimile: (281) 946-8967

c.	Name of Manager: Address, Telephone and Facsimile Number:	Richard E. Agee 800 Gessner, Suite 1000 Houston, TX 77024 Telephone: (713) 935-8900 Facsimile: (713) 935-8901

d.	Name of Manager: Address, Telephone and Facsimile Number:	Brett T. Agee 800 Gessner, Suite 1000 Houston, TX 77024 Telephone: (713) 935-8900 Facsimile: (713) 935-8901

e.	Name of Manager: Address, Telephone and Facsimile Number:	Darron Anderson 800 Gessner, Suite 1000 Houston, TX 77024 Telephone: (713) 935-8900 Facsimile: (713) 935-8901

A-2

Name of Manager:
Address, Telephone and
Facsimile Number:

Merrill A. Miller, Jr.

[·]

A-3

EX-10.9 5 a2232908zex-10_9.htm EX-10.9

Exhibit 10.9

THIRD

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

TORRENT ENERGY HOLDINGS, LLC

(A Delaware Limited Liability Company)

THE UNITS REFERENCED HEREIN HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. EXCEPT AS PROVIDED IN THIS THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT, WITHOUT REGISTRATION, THESE SECURITIES MAY NOT BE SOLD, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED AT ANY TIME WHATSOEVER, EXCEPT ON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE MANAGERS OF THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR THE TRANSFER, OR THE SUBMISSION TO THE MANAGERS OF THE COMPANY OF OTHER EVIDENCE SATISFACTORY TO THE MANAGERS TO THE EFFECT THAT ANY TRANSFER WILL NOT BE IN VIOLATION OF THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS OR ANY RULE OR REGULATIONS PROMULGATED THEREUNDER. ADDITIONALLY, ANY SALE OR OTHER TRANSFER OF UNITS IS SUBJECT TO CERTAIN RESTRICTIONS THAT ARE SET FORTH IN THIS THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT.

THIRD
AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
OF
TORRENT ENERGY HOLDINGS, LLC
(A Delaware Limited Liability Company)

TABLE OF CONTENTS

		Page

ARTICLE 1 DEFINITIONS		1
1.1	Definitions	1
1.2	Construction	2

ARTICLE 2 ORGANIZATION		2
2.1	Name and Continuation	2
2.2	Principal Place of Business	2
2.3	Registered Office and Agent	2
2.4	Duration	2
2.5	Purposes and Powers	2
2.6	Foreign Qualification	3
2.7	No State-Law Partnership	3
2.8	Title to Company Assets	3

ARTICLE 3 MEMBERS AND UNITS		3
3.1	Members	3
3.2	Representations of the Members	4
3.3	Additional Members	4
3.4	Units	4
3.5	Equity Incentive Plan	5
3.6	No Other Persons Deemed Members	8
3.7	No Resignation or Expulsion	8
3.8	Lack of Authority	8
3.9	No Liability of Members	8
3.10	Spouses of Members	9
3.11	Confidentiality	9
3.12	Member Dissociation	10

ARTICLE 4 CAPITALIZATION		10
4.1	Capital Contributions	10
4.2	Member Loans	10
4.3	Return of Capital Contributions	11
4.4	Preemptive Rights	11
4.5	Purchase Option	13

ARTICLE 5 ALLOCATIONS AND DISTRIBUTIONS		14
5.1	Distributions Generally	14
5.2	Distributions of Available Cash	15
5.3	Limitations and Catch-up Provisions on Distributions to Class B, Class C-1 and Class C-2 Units	17
5.4	Tax Distributions	18
5.5	Reserved	18
5.6	Other Distribution Provisions	19
5.7	Allocations of Profits and Losses and other Items	19
5.8	Income Tax Allocations	21
5.9	Other Allocation Rules	22
5.10	Capital Accounts	22

ARTICLE 6 TRANSFERS OF UNITS		23
6.1	Transfer Restriction	23
6.2	Permitted Transfers	24
6.3	Right of First Refusal	25
6.4	Drag-Along Right	27
6.5	Tag-Along Right	31
6.6	Internal Restructure	33
6.7	Call Right and Forfeiture Provisions	35
6.8	Marital Dissolution or Legal Separation	39
6.9	Specific Performance	40
6.10	Termination Following Public Offering	41
6.11	Substitute Member	41
6.12	Assignee’s Rights	41
6.13	Tax Matters	41
6.14	Ranger Reorganization	41

ARTICLE 7 MANAGEMENT		42
7.1	Management Under Direction of the Board	42
7.2	Board	43
7.3	Managers’ Standard of Care	45
7.4	Officers	46
7.5	Members	47
7.6	Matters Requiring Board and Class A-1 Member Approval	48
7.7	Outside Businesses and Opportunities	51
7.8	Restrictive Covenants	51

ARTICLE 8 LIMITATION OF LIABILITY AND INDEMNIFICATION		55
8.1	Limitation of Liability and Indemnification	55
8.2	Insurance	59
8.3	Annual Budget	59

ARTICLE 9 BOOKS AND ACCOUNTS		59
9.1	Records	59
9.2	Tax Partnership	60

9.3	Reports	60
9.4	Tax Returns and Other Elections	60
9.5	Bank Accounts	61
9.6	Tax Matters Member	61

ARTICLE 10 DISSOLUTION AND WINDING UP		62
10.1	Dissolution	62
10.2	Winding-Up and Termination	63
10.3	Certificate of Cancellation	64

ARTICLE 11 MISCELLANEOUS PROVISIONS		64
11.1	Notices	64
11.2	Amendment or Restatement; Power of Attorney	65
11.3	Application of Delaware Law; Dallas County Venue	66
11.4	Waiver of Certain Rights	67
11.5	Binding Effect	67
11.6	No Third-Party Beneficiary	67
11.7	Sole and Absolute Discretion	67
11.8	Title to Company Property	67
11.9	Severability	67
11.10	Entire Agreement	67
11.11	Effect of Waiver or Consent	68
11.12	Limitation of Liability	68
11.13	Further Assurances	68
11.14	Counterparts	68
11.15	Termination of Employment Arrangements	69
11.16	No Presumption	69
11.17	Directly or Indirectly	69
11.18	Member Expenses	69
11.19	Accredited Investor	69

Attachments:	Exhibit A:	Definitions
	Exhibit B:	Board, Principal Office, Registered Agent and Registered Office
	Exhibit C:	Spousal Agreement
	Exhibit D:	Form of Assignment

iii

THIRD
AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
OF
TORRENT ENERGY HOLDINGS, LLC
(A Delaware Limited Liability Company)

THIS THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT, dated [•], 2017, is hereby duly adopted as the amended and restated limited liability company agreement of Torrent Energy Holdings, LLC, a Delaware limited liability company, by the undersigned.

RECITALS

WHEREAS, the Company was formed as a Delaware limited liability company by filing on July 9, 2014 a Certificate of Formation under and pursuant to the Act (such Certificate of Formation, as amended or restated from time to time in accordance with this Agreement, is referred to herein as the “Certificate”); and

WHEREAS, the Company, Ranger Energy Holdings, Inc. (“PubCo”) and their related companies wish to engage in an initial public offering (the “Ranger IPO”), which will be effected using an “Up-C” structure that entails, among other things, offering shares of Class A common stock, par value $0.01 per share, of PubCo; and

WHEREAS, a majority of the Board, including at least one Management Manager, with the approval of the holders of a majority each class of Units, pursuant to Section 11.2(a) of the Prior Agreement, desire to facilitate the Ranger IPO and authorize the Ranger Reorganization as set forth herein and amend and restate the Prior Agreement in its entirety with this Agreement.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Prior Agreement is hereby amended and restated in its entirety to read as follows:

ARTICLE 1

DEFINITIONS

1.1 Definitions. In addition to terms defined in the body of this Agreement, capitalized terms used herein shall have the meanings given to them in Exhibit A.

1.2 Construction. Unless the context requires otherwise:(a) the gender (or lack of gender) of all words used in this Agreement includes the masculine, feminine and neuter; (b) references to Articles and Sections refer to articles and sections of this Agreement; (c) references to Exhibits and Schedules are to exhibits and schedules attached to this Agreement, each of which is made a part of this Agreement for all purposes; (d) references to money refer to legal currency of the United States of America; (e) the word “including” means “including without limitation;” and (f) references to Laws, regulations and other governmental rules, as well as to contracts, agreements and other instruments, shall mean such rules and instruments as in effect at the time of determination (taking into account any amendments thereto effective at such time without regard to whether such amendments were enacted or adopted after the effective date of this Agreement) and shall include all successor rules and instruments thereto.

ARTICLE 2

ORGANIZATION

2.1 Name and Continuation. The name of the Company is “Torrent Energy Holdings, LLC”. All business of the Company must be conducted in that name or in one or more other names that comply with applicable Law and that are selected by the Board from time to time. The Company was formed as a limited liability company upon the issuance of the Certificate to the Company from the Secretary of State of the State of Delaware, pursuant to the Act.

2.2 Principal Place of Business. The principal office and place of business of the Company are set forth on Exhibit B. The Company may locate its place of business and principal office at any other place or places in the United States of America as the Board may from time to time deem necessary or advisable.

2.3 Registered Office and Agent. The registered office and registered agent of the Company shall be the registered office and registered agent named in the Certificate and set forth on Exhibit B. The Company may change the registered office and registered agent as the Board may from time to time deem necessary or advisable.

2.4 Duration. The period of duration of the Company is perpetual from the date the Certificate was filed with the Secretary of State of the State of Delaware, unless the Company is earlier terminated in accordance with either the provisions of this Agreement or the Act.

2.5 Purposes and Powers. The purpose for which the Company is organized is to transact any or all lawful business for which limited liability companies may be organized under the Act; provided,

however, the Company’s primary activities shall include (a) engaging, directly or indirectly, in the Business; and (b) engaging, directly or indirectly, in such other activities incidental or ancillary thereto as the Board deems necessary or advisable, all upon the terms and conditions set forth in the Certificate and this Agreement.

2.6 Foreign Qualification. The Board shall cause the Company to comply, to the extent legally possible, with all requirements necessary to qualify the Company as a foreign limited liability company in each jurisdiction in the United States of America in which the Company conducts business. To the extent required by Law or as the Board determine is otherwise advisable, the Board shall execute, acknowledge, swear to, and deliver all certificates and other instruments conforming with this Agreement that are necessary or appropriate to qualify, continue, and terminate the Company as a foreign limited liability company in the United States of America in all jurisdictions in which the Company conducts business.

2.7 No State-Law Partnership. The Board and the Members intend that (a) the Company not be a partnership (including a limited partnership) or joint venture, for any purposes other than federal and state tax purposes; (b) no Member or Manager be a partner or joint venturer of any other Member or Manager, for any purposes other than federal and state tax purposes; and (c) this Agreement may not be construed to suggest otherwise. This Section 2.7 does not prohibit a Member or Manager, in such Person’s individual or independent capacity, from being associated with another Member or Manager in another Entity.

2.8 Title to Company Assets. Title to the Company’s assets, whether real, personal or mixed and whether tangible or intangible, shall be vested in the Company as an entity, and no Member, Manager, Officer or Employee, shall have any ownership interest in the Company’s assets or any portion thereof. Each Member hereby waives any right such Member may at any time have to cause the Company’s assets to be partitioned among the Members or to file any complaint or to institute any proceeding at or in equity seeking to have any one or all of the Company’s assets partitioned.

ARTICLE 3

MEMBERS AND UNITS

3.1 Members. The Members are recorded on the books and records of the Company (the “Member Schedule”), and the Company and the Board shall have authority to amend the Member Schedule to reflect changes in the ownership pursuant to the terms of this Agreement.

3.2 Representations of the Members. Each Member executing this Agreement on the date hereof represents and warrants to the Company and each other Member that (a) if an Entity, it is duly formed, validly existing and in good standing under the Laws of the jurisdiction of its formation; (b) it has full corporate, limited liability company, partnership, trust or other applicable power and authority to execute and deliver this Agreement and to perform its obligations hereunder and all necessary actions by and consents of the board of directors, managers, trustees, equity owners or other Persons necessary for the due authorization, execution, delivery and performance of this Agreement by that Member have been duly taken; (c) it has duly executed and delivered this Agreement, and this Agreement is enforceable against such Member in accordance with its terms, subject to bankruptcy, moratorium, insolvency and other Laws generally affecting creditors’ rights and general principles of equity (whether applied in a proceeding in a court of law or equity); and (d) it (i) has been furnished with such information about the Company and the Units as that Member has requested, (ii) has made its own independent inquiry and investigation into, and based thereon has formed an independent judgment concerning, the Company and such Member’s Units herein, (iii) has adequate means of providing for its current financial needs and possible contingencies, is able to bear the economic risks of this investment and has a sufficient net worth to sustain a loss of its entire investment in the Company in the event such loss should occur, (iv) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Company, (v) the Units issued to such Member are being acquired and shall be held solely for investment purposes and not with a view to distribution and (vi) such Member is an Accredited Investor.

3.3 Additional Members. In addition to the Persons listed in the Member Schedule, the following Persons shall be deemed to be Members and shall be admitted as Members without any further action by the Company, the Board or any Member: (a) any Person to whom Units are Transferred by a Member so long as such Transfer is made in compliance with this Agreement; and (b) any Person to whom the Company issues Units after the date hereof in compliance with this Agreement.

3.4 Units.

(a) Units. The Units of each Member are set forth opposite such Member’s respective name on the Member Schedule. The Membership Interests are divided into six (6) classes referred to herein as “Class A-1 Interests,” “Class A-2 Interests,” “Class B Interests,” “Class C-1 Interests,” “Class C-2 Interests” and “Class D Interests.” The Class A-1 Interests shall be evidenced by “Class A-1 Units,” the Class A-2 Interests shall be evidenced by “Class A-2 Units,” the Class B Interests shall be evidenced by “Class B Units,” the Class C-1 Interests shall be evidenced by “Class C-1 Units,” the Class C-2 Interests shall be evidenced by “Class C-2 Units” and the Class D Interests shall be evidenced by “Class D Units.”

(b) Certificates. The Units will not be certificated unless the Board determines otherwise by written resolution. Certificates in the form determined by the Board may be delivered representing all Membership Interests to which Members are entitled. If issued, such

certificates shall be consecutively numbered, and shall be entered in the books of the Company as they are issued. Each certificate shall state on the face thereof the holder’s name, the Membership Interest represented thereby and such other matters as may be required by applicable Laws. Each certificate shall be signed by at least two (2) Managers (provided, that in the event there is only one Manager then serving, then by such single Manager) and may be sealed with the seal of the Company (if any) or a facsimile thereof if adopted. The signature of the Managers upon the certificates may be a facsimile. Subject to Article 6, upon surrender to the Company or the transfer agent of the Company of a certificate for Membership Interests duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the Company to issue a new certificate to the Person entitled thereto, cancel the old certificate and record the transaction upon its books and records.

(c) Fractional Units. Any fractional Units that would otherwise be issued pursuant to this Agreement shall be rounded to the nearest whole Unit (with any one-half Unit being rounded up).

(d) Issuance of Additional Units; Additional Members. Notwithstanding anything in this Agreement to the contrary, the written consent of the holders of a majority of the Class C-1 Units or Class C-2 Units shall be required for the Board to increase the number of authorized Class C-1 Units or Class C-2 Units, respectively. Subject to the above provisions of this Section 3.4(d), the terms of Section 11.2, Section 4.4 and Section 4.5, additional Persons may be issued Units of the Company and admitted to the Company as Members upon such terms and conditions as the Board approves, in its sole discretion. Subject to the above provisions of this Section 3.4(d), Section 4.4 and Section 4.5, the Board shall have the power and authority to issue additional Units and to create and issue differing classes of Units or groups of Members with such relative rights, powers and duties, including rights, powers and duties senior to the Company’s existing Units and classes or groups of Members, as the Board shall determine. Additional Persons shall be admitted only if they have executed this Agreement or an appropriate amendment to it in which they agree to be bound by the terms and provisions of this Agreement. Each Member acknowledges that by the operation of this paragraph, the rights of such Member or its Units may be subordinated.

3.5 Equity Incentive Plan.

(a) Issuance of Class B Interests and Class C Interests. The Board is authorized to issue Class B Units in amounts as it shall determine to Persons who provide services to the Company or any of its Subsidiaries. The Board is authorized to issue 1,000 Class C-1 Units to Persons who provide services to the Company or any of its Subsidiaries, all of which have been issued as of the date of this Agreement. The Board is authorized to issue 1,000 Class C-2 Units to Persons who provide services to the Company or any of its Subsidiaries, all of which have been issued as of the date of this Agreement. The Class B Units, Class C-1 Units and Class C-2 Units are intended to be “profits interests” from a U.S. federal income tax perspective and will be assigned a Hurdle Amount upon issuance.

(b) Vesting. The Class B Units issued pursuant to this Section 3.5 shall vest and be subject to forfeiture in accordance with a Class B Member’s Award Agreement and pursuant to this Agreement. To the extent that any terms of an Award Agreement conflict with the terms of this Agreement, the terms of the Award Agreement shall govern. The Board is authorized to create terms for vesting and forfeiture of Class B Units in the Award Agreement governing the same, and such terms may vary for each Class B Member.

(c) Forfeiture. A Class B Member’s Class B Units may be subject to forfeiture to the Company for no consideration as set forth in that Class B Member’s Award Agreement and as set forth in this Agreement.

(d) Non-Transferability. Except as set forth in Section 6.1(b), Class B Units, Class C-1 Units and Class C-2 Units held by a Member may not be Transferred or otherwise disposed of in any way (whether by operation of Law or otherwise).

(e) Voting. Except as otherwise required by applicable Law or in this Agreement in Section 3.4(d) or Section 11.2 or as otherwise expressly stated herein, the Class B Units, Class C-1 Units and Class C-2 Units shall have no voting or approval rights under this Agreement.

(f) Value of Class B Units and Class C Units. The Company intends for the Class B Units, the Class C-1 Units and the Class C-2 Units to be treated as a “profits interest” for U.S. federal income tax purposes within the meaning of Rev. Proc. 93-27, 1993-C.B. 343. In accordance with Rev. Proc. 2001-43, 2001-2 CB 191, the Company shall treat each Member holding Class B Units, Class C-1 Units and Class C-2 Units as the owner of such Class B Units, Class C-1 Units or Class C-2 Units, as applicable, from the date they are granted, file its IRS Form 1065, and issue appropriate Schedule K-1s to such Member, allocating to such Member his distributive share of all items of income, gain, loss, deduction and credit associated with such Class B Units, Class C-1 Units and Class C-2 Units (as if such Class B Units were not subject to forfeiture). On the date of issuance, the Class B Units, Class C-1 Units and Class C-2 Units are intended to have a Capital Account and fair market value equal to zero. However, in the event the IRS determines otherwise, the Member who receives such Class B Units, Class C-1 Units or Class C-2 Units shall owe the Company any federal, state, or local taxes required by Law to be withheld by the Company and submitted to the IRS with respect to any such Class B Units, Class C-1 Units or Class C-2 Units but not in excess of the maximum combined federal, state and local marginal income tax rate of such Member, taking into account the deductibility of state and local income taxes, multiplied by the amount of distributions made to such Class B Member, Class C-1 Member or Class C-2 Member. Any such amounts must be paid by cash or check within thirty (30) days from the date the Company provides written notice to such Member of the amount due to the Company by determination of the IRS. In the event such Member fails to make such payment in a timely manner, the Company may deduct from all distributions made to such Member under this Agreement by the Company or any Affiliate thereof, any federal, state, or local taxes required by Law to be withheld with respect to any such Class B Units, Class C-1 Units or Class C-2 Units.

(g) Safe Harbor Election. The Company acknowledges that the IRS issued Internal Revenue Service Notice 2005-43, I.R.B. 2005-24 (June 13, 2005), proposing to create a

safe harbor election for “profits interests” (the safe harbor election referred to herein as the “Safe Harbor Election”). The IRS has not yet finalized the Safe Harbor Election. At any time after final guidance has been issued from the IRS and/or the Department of Treasury, and upon the request of any Member holding Class B Units, Class C-1 Units or Class C-2 Units, the Board, on behalf of all Members and the Company, (i) shall cause an amendment to this Agreement to be executed modifying any provisions necessary for the Company to qualify for the Safe Harbor Election and (ii) shall execute and file any other necessary forms or documents and take all other actions reasonably necessary to cause the Company and any Member holding Class B Units, Class C-1 Units or Class C-2 Units to qualify for the Safe Harbor Election; provided, however, such Safe Harbor Election must be available to the Company and any Member holding Class B Units, Class C-1 Units or Class C-2 Units under the terms of the final guidance.

(h) Securities Law Exemption. This Section 3.5, together with the Award Agreement and/or any other agreements pursuant to which the Class B Units are issued, are intended to qualify as a compensatory benefit plan within the meaning of Rule 701 of the Securities Act and the issuance of Class B Units, Class C-1 Units and Class C-2 Units pursuant hereto is intended to qualify for the exemption from registration under the Securities Act provided by Rule 701; provided that the foregoing shall not restrict or limit the Company’s ability to issue any Class B Units, Class C-1 Units or Class C-2 Units pursuant to any other exemption from registration under the Securities Act available to the Company. The Award Agreement between the Company and any Class B Member may only be amended by written agreement between the Company and such Class B Member; provided, that if the Laws applicable to profits interests materially change after the date of any such Award Agreement, the Company may amend any such Award Agreement to the minimum extent necessary to cause such Class B Member’s Award Agreement to comply with applicable Law.

(i) Tax Consequences. EACH CLASS B MEMBER, CLASS C-1 MEMBER AND CLASS C-2 MEMBER SHALL BE SOLELY RESPONSIBLE FOR DETERMINING THE TAX CONSEQUENCES OF ANY ISSUANCE OF CLASS B UNITS, CLASS C-1 UNITS AND CLASS C-2 UNITS UNDER THIS AGREEMENT TO SUCH MEMBER, INCLUDING, WITHOUT LIMITATION, (i) THE ADVISABILITY, AVAILABILITY, METHOD, AND TIMING FOR FILING AN ELECTION TO INCLUDE INCOME ARISING FROM SUCH ISSUANCE IN SUCH MEMBER’S GROSS INCOME UNDER CODE SECTION 83(B), THE TAX CONSEQUENCES OF SUCH ELECTION, AND THE PROVISION OF WRITTEN NOTICE TO THE COMPANY OF SUCH ELECTION IN ACCORDANCE WITH THE REGULATIONS PROMULGATED UNDER CODE SECTION 83(B) AND (ii) THE SAFE HARBOR PROVISIONS REGARDING TRANSFER LIMITATIONS OF A PROPERTY INTEREST DURING THE FIRST TWO (2) YEARS OF OWNERSHIP, AS DISCUSSED IN REV. PROC. 93-27, 1993-C.B. 343.

(j) No Employment Rights. EACH CLASS B MEMBER ACKNOWLEDGES AND AGREES THAT THE VESTING OF CLASS B UNITS OCCURS AS PROVIDED IN THE AWARD AGREEMENT APPLICABLE THERETO. EACH CLASS B MEMBER FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING OF CLASS B UNITS PURSUANT TO ANY AWARD AGREEMENT DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS AN EMPLOYEE

OR SERVICE PROVIDER FOR THE VESTING PERIOD, OR FOR ANY PERIOD AT ALL, AND SUBJECT TO THE TERMS OF ANY EMPLOYMENT AGREEMENT OR OTHER AGREEMENT BETWEEN THE COMPANY AND SUCH CLASS B MEMBER, SHALL NOT INTERFERE WITH SUCH CLASS B MEMBER’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE THE CLASS B MEMBER’S EMPLOYMENT OR CONSULTING RELATIONSHIP WITH THE COMPANY AT ANY TIME, WITH OR WITHOUT CAUSE OR NOTICE.

3.6 No Other Persons Deemed Members. Unless admitted to the Company as a Member as provided in this Agreement, no Person (including an Assignee of rights with respect to Membership Interests or a transferee of Membership Interests, whether voluntary, by operation of Law or otherwise) shall be, or shall be considered, a Member. The Company may elect to deal only with Persons admitted to the Company as Members as provided in this Agreement (including their duly authorized representatives). Any distribution by the Company to the Person shown on the Company’s records as a Member or Assignee, or to its legal representatives, shall relieve the Company of all liability to any other Person who may have an interest in such distribution by reason of any Transfer by the Member or for any other reason.

3.7 No Resignation or Expulsion. A Member may not take any action to Resign voluntarily, and a Member may not be expelled or otherwise removed involuntarily as a Member, prior to the dissolution and winding up of the Company, other than as a result of a permitted Transfer of all of such Member’s Membership Interests in accordance with Article 6 and each of the transferees of such Membership Interests being admitted as a Substitute Member. A Member will cease to be a Member only in the manner described in Article 6 or upon forfeiture of all Units owned by such Member.

3.8 Lack of Authority. Other than the voting rights granted under this Agreement and in mandatory provisions of the Act, no Member (unless that Member is also a Manager or an Officer and is acting in that capacity pursuant hereto) has the authority or power to act for or on behalf of the Company, to do any act that would be binding on the Company or to incur any expenditures on behalf of the Company.

3.9 No Liability of Members. Except as otherwise provided under the Act, the debts, liabilities, contracts and other obligations of the Company (whether arising in contract, tort or otherwise) shall be solely the debts, liabilities, contracts and other obligations of the Company, and no Member in its capacity as such shall be liable personally (a) for any debts, liabilities, contracts or other obligations of the Company, except to the extent and under the circumstances set forth in any non-waivable provision of the Act or in any separate written instrument signed by the applicable Member; or (b) for any debts, liabilities, contracts or other obligations of any other Member. No Member shall have any responsibility to restore any negative balance in its Capital Account or to

contribute to or in respect of the liabilities or obligations of the Company or to return distributions made by the Company, except as expressly provided herein or required by any non-waivable provision of the Act. The agreement set forth in the immediately preceding sentence shall be deemed to be a compromise with the consent of all of the Members for purposes of Section 18-502(b) of the Act. However, if any court of competent jurisdiction orders, holds or determines that, notwithstanding the provisions of this Agreement, any Member is obligated to restore any such negative balance, make any such contribution or make any such return, that obligation shall be the obligation of that Member and not of any other Person.

3.10 Spouses of Members. Spouses of any Members that are natural persons do not become Members as a result of such marital relationship. Each spouse of a Member that is a natural person shall be required to execute a Spousal Agreement in the form of Exhibit C to evidence his or her agreement and consent to be bound by the terms and conditions of this Agreement, including Section 6.8, and each other relevant Transaction Document that has been or will be executed by such Member or is otherwise binding on such Member, including any applicable Award Agreement as to such spouse’s interest, whether as community property or otherwise, if any, in the Membership Interests owned by such Member, subject to any exclusions provided therein.

3.11 Confidentiality. Upon execution of this Agreement, the Company agrees to provide each Member with Confidential Information. Each Member will keep confidential and will not disclose, divulge or use (other than for Company business or, in the case of a Class A-1 Member, that Class A-1 Member’s fund raising efforts, investor relations and portfolio company management and oversight responsibilities) any Confidential Information except for disclosures (a) compelled by Law or required or requested by subpoena or request from a court, regulator or a stock exchange (but the Member shall (provided such is legally permitted) notify the Company or the Member affected by such disclosure, as applicable, promptly of any request for that information before disclosing it if practicable); (b) to Representatives of the Member (provided that each Representative is informed of the confidential nature of such information, and that the disclosing Member remains liable for any breach of this provision by its Representatives); (c) of information that a Member can prove that it received such information from a source or otherwise developed independent of the Company prior to the date hereof; (d) to any Person to which such Member Transfers or offers to Transfer any of its Units in compliance with this Agreement so long as the Transferring party first obtains a confidentiality agreement from the proposed transferee, in which such party agrees to keep such Confidential Information confidential and not use such information for any purpose other than evaluating the potential acquisition of Units, or for Permitted Transfers, in a form reasonably acceptable to the Company; (e) of information in connection with litigation against the Company or any Member to which the disclosing Member is a party (but the Member shall notify the Company or the Member affected by such disclosure, as applicable, as promptly as practicable prior to making such disclosure, if practicable, and shall disclose only that portion of such information required to be disclosed); (f) to a Member’s direct or indirect investors and potential investors provided that such investors and potential investors have agreed to keep such information confidential; (g) permitted by the Company or Member affected by such disclosure, as applicable or (h) as

necessary in the ordinary course of the Company’s business in connection with performing such Member’s duties as a Manager or Officer of the Company. The Members agree that breach of the provisions of this Section 3.11 may cause irreparable injury to the Company or the other Members for which monetary damages (or other remedy at Law) are inadequate in view of (i) the complexities and uncertainties in measuring the actual damages that would be sustained by reason of the failure of a Member to comply with such provisions; and (ii) the uniqueness of the Company’s and each other Member’s business and the confidential nature of the information described in this Section 3.11. Accordingly, the Members agree that the provisions of this Section 3.11 may be enforced by specific performance.

3.12 Member Dissociation. The Bankruptcy or dissolution of a Member (unless all of the Member’s Membership Interests upon dissolution are Transferred to Permitted Transferees) (a) will cause such Member to be an Assignee of the Company (a “Dissociated Member”), (b) will not cause a dissolution of the Company, (c) will terminate such Member’s status, if any, as a Manager of the Company, and (d) will give rise to the Special Purchase Rights as further described in Section 6.8 below.

ARTICLE 4

CAPITALIZATION

4.1 Capital Contributions.

(a) The Member Schedule sets forth, as of the date of this Agreement, the aggregate amount of Capital Contributions each Member has made to the Company, if any.

(b) Subject to the terms of Section 4.4, if at any time the Board determines that the Company has insufficient funds to carry out the purposes of the Company, the Board may request that the Members make additional Capital Contributions; however, no Member shall be required to make any additional Capital Contributions without the unanimous consent of the Members and Managers.

4.2 Member Loans. If the Board makes a request for loans, any or all of the Members may (but will have no obligation to) make a loan or loans to the Company. The amount of any such loan or advance (the “Member Loans”) shall not be deemed an increase in the Capital Contributions of the Member that makes such loan or entitle that lending Member to any increase in its Membership Interest. The terms of the Member Loans shall be determined by the Board; provided, the term of any Member Loan shall not exceed 10 years, the Company shall be permitted to prepay a Member Loan without premium or penalty (other than accrued interest) and the interest rate thereunder shall not exceed 15% per annum.

4.3 Return of Capital Contributions. A Member is not entitled to the return of any part of its Capital Contribution or to be paid interest in respect of either its Capital Account or its Capital Contribution. An unpaid Capital Contribution is not a liability of the Company or of any Member. A Member is not required to contribute or to lend any cash or property to the Company to enable the Company to return any Member’s Capital Contribution.

4.4 Preemptive Rights.

(a) Grant of Preemptive Rights. Other than as set forth in Section 4.5, if at any time the Company proposes to issue or sell any Units (or options, warrants or other rights to acquire Units) other than Exempted Units (collectively, the “Offered Units”) to any Person after the date hereof (the “Proposed Purchaser”), each Investor Member as of the date hereof that is a signatory to or bound by this Agreement and demonstrates to the Company’s reasonable satisfaction (including by delivering reasonable and customary investor eligibility certificates and documentation supporting the financial or other representations made therein) that it is an Accredited Investor (each, an “Eligible Purchaser”) shall have the right to purchase its Preemptive Right Percentage of the Offered Units for cash subject to the procedures provided below in Section 4.4(b). Class B Members will also be considered Eligible Purchasers for purposes of this Section 4.4. The Board shall, by vote which includes the vote of at least one Management Manager, provide the Class B Members with an opportunity to participate at a reasonable level of participation (determined by such Board vote) in the purchase of the Offered Units, and the Preemptive Right Percentage of the Investor Members shall be adjusted as necessary in connection therewith.

(b) Preemptive Right Procedure. The Company shall give each Eligible Purchaser at least ten (10) days’ prior notice before issuing any Offered Units (the “First Notice”), which notice shall set forth in reasonable detail the proposed terms and conditions of such issuance (including a range of terms and conditions if the terms and conditions of the issuance have not been finalized) and shall offer to each Eligible Purchaser the opportunity to purchase its Preemptive Right Percentage of the Offered Units at the same price, on the same terms and conditions (including, if more than one type of security is issued, each type of security in the same proportion offered) and at the same time as the Offered Units are proposed to be issued by the Company to the Proposed Purchaser (and each Class B Member/Eligible Purchaser shall be offered the right to purchase the number of Offered Units designated by Board vote as set forth above). If any Eligible Purchaser wishes to exercise its preemptive rights, it must do so by delivering written notice to the Company within ten (10) days after receipt of the First Notice (the “Election Period”). Each Eligible Purchaser’s notice shall state the maximum dollar amount of Offered Units such Eligible Purchaser would like to purchase which may equal or be less than its Preemptive Right Percentage of the Offered Units. The Class A-1 Members shall have the right to purchase any portion of a Member’s Preemptive Right Percentage that is not subscribed for during the Election Period.

(c) Third Party Sale. If all of the Offered Units are not fully subscribed for by the Eligible Purchasers pursuant to the foregoing, the Company shall have the right to issue and sell the unsubscribed for portion of the Offered Units to the Proposed Purchaser for the price and on the terms and conditions described in the First Notice at any time during the ninety (90) days following the termination of the Election Period. After such ninety (90) day period, if such Offered Units are not so sold, the Company shall again comply with the terms of this Section 4.4 before selling or issuing any Offered Units.

(d) Additional Board Authority. In connection with the issuance and sale of Units subscribed for by the Members pursuant to the preemptive rights provisions of this Section 4.4, the Board may impose such other reasonable and customary terms and procedures such as setting a closing date, rounding the number of the Units to be issued to any subscriber to the nearest whole number, requiring customary closing deliveries such as accredited investor certificates and representations of due authority.

(e) Pay-to-Play. If any Eligible Purchaser declines to elect to purchase or fails to purchase Offered Units for which it subscribes pursuant to the exercise of preemptive rights granted thereto under this Section 4.4, in addition to any other rights the Company may be permitted to enforce at Law or in equity, such Member and any Permitted Transferee thereof shall not be considered an Eligible Purchaser for any future rights granted under Section 4.4(a) or a Purchase Option Purchaser under Section 4.5(b) unless the Board expressly designates such Person as an Eligible Purchaser and/or Purchase Option Purchaser, as applicable (which the Board may do on an offer-by-offer basis or not at all in its sole and absolute discretion).

(f) Accelerated Action. The Members acknowledge that, under certain circumstances, the Company may require capital on an accelerated basis such that the full preemptive right process described above cannot be completed in a timely manner. In such case, the Company may work with some, rather than all, of the Eligible Purchasers to raise the required funds in the required timeframe so long as, within sixty (60) days after the completion of the offering, the Company makes the same investment opportunity available to all Eligible Purchasers that were not offered the opportunity in connection with the closing of the initial offering. The Company may elect to make such same investment opportunity available to such other Eligible Purchasers either by requiring the initial subscribers to sell down a portion of their investment, by issuing additional Offered Units or a combination of the foregoing or by taking any other action which effectively provides such other Eligible Purchasers with the same investment opportunity as the initial participants. If the Company elects to fulfill its obligation under the preceding sentence by issuing additional Offered Units to those Eligible Purchasers that were not given the opportunity to participate in the initial offering, the Eligible Purchasers that were given the opportunity to invest in the initial offering shall not have a preemptive right to subscribe for such additional Offered Units. If the Company elects to fulfill its obligation to the Eligible Purchasers by requiring the initial subscribers to sell down and Transfer a portion of their investment in Offered Units to Eligible Purchasers, then none of the transfer restrictions of Article 6 shall apply to any such Transfers.

(g) Termination. The rights granted in this Section 4.4 shall terminate immediately prior to, but conditioned on the consummation of, a Public Offering.

4.5 Purchase Option.

(a) Grant of Purchase Option. From the date of this Agreement through September 16, 2018, the Company shall sell to CSL Energy, in one or more transactions at the sole option and direction of CSL Energy, up to [·](1) additional Class A-1 Units at a per Unit purchase price equal to $1.00 (the “A-1 Additional Units”), at any time. The sale and issuance of the A-1 Additional Units to CSL Energy pursuant to this Section 4.5, in the sole and absolute discretion of CSL Energy, is hereby approved by the Members and Managers in all respects. In the event that CSL Energy purchases A-1 Additional Units, each Purchase Option Purchaser shall have the right to purchase a number of Class A-1 Units equal to the A-1 Participation Units” for such Member. In addition, each Class B Member shall be afforded the opportunity to purchase a number of A-1 Participation Units which the Board, by vote including the vote of at least one (1) Management Manager, determines would be reasonable under the circumstances, and the number of A-1 Participation Units shall be appropriately adjusted to accommodate such offer to the Class B Members. All A-1 Additional Units together with the A-1 Participation Units are referred to as the “Additional Units.” From the date of this Agreement through May 17, 2020, CSL Energy shall be entitled to assign the right to purchase up to 8,000,000 A-1 Additional Units pursuant to this Section 4.5 to one or more limited partners of CSL Energy or their Affiliates.

(b) Purchase Option Procedure. CSL Energy shall give each other Class A-1 Member, each Class A-2 Member, each Class B Member and each Class D Member (collectively, the “Purchase Option Purchasers”) at least ten (10) days’ prior notice before purchasing any A-1 Additional Units (the “Purchase Option Notice”), which notice shall state the number of A-1 Additional Units to be purchased by CSL Energy (or its limited partner(s)) and offer to each Purchase Option Purchaser the opportunity to purchase such Purchase Option Purchaser’s number of A-1 Participation Units at a per Unit purchase price equal to $1.00. If any Purchase Option Purchaser wishes to exercise its purchase option rights, it must do so by delivering written notice to the Company on or before the tenth (10th) day following receipt of the Purchase Option Notice by the Purchase Option Purchaser. Each Purchase Option Purchaser’s notice shall state if the Purchase Option Purchaser elects to purchase some or all of the A-1 Participation Units that such Purchase Option Purchaser is entitled to purchase and the purchase price of A-1 Participation Units such Purchase Option Purchaser would like to purchase. To the extent any Purchase Option Purchaser does not elect or fails to purchase its Purchase Option Percentage, CSL Energy shall be permitted to purchase the additional A-1 Participation Units.

(c) Additional Board Authority. In connection with the issuance and sale of the Additional Units subscribed for by the Members pursuant to the purchase rights provisions of this Section 4.5, the Board may impose such other reasonable and customary terms and procedures such as setting a closing date, rounding the number of the Units to be issued to any subscriber to the nearest whole number, requiring customary closing deliveries such as accredited investor certificates and representations of due authority.

(1) NTD: To be updated to deduct A-1 Additional Units issued from May 17, 2016 until the date of this Agreement.

(d) Pay-to-Play. If any Purchase Option Purchaser declines to elect to purchase or fails to purchase Additional Units for which it subscribes pursuant to the exercise of the rights granted thereto under this Section 4.5, in addition to any other rights the Company may be permitted to enforce at Law or in equity, such Member and any Permitted Transferee thereof shall not be considered a Purchase Option Purchaser for any future rights granted under Section 4.5(a) or an Eligible Purchaser under Section 4.4(a) unless the Board expressly designates such Person as a Purchase Option Purchaser and/or Eligible Purchaser, as applicable (which the Board may do on an offer-by-offer basis or not at all in its sole and absolute discretion).

(e) Accelerated Action. The Members acknowledge that, under certain circumstances, the Company may require capital on an accelerated basis such that the full purchase right process described above cannot be completed in a timely manner. In such case, the Company and CSL Energy may consummate the sale of A-1 Additional Units in the required timeframe so long as, within sixty (60) days after the completion of the offering, the Company and CSL Energy make the same investment opportunity available to all Purchase Option Purchasers that were not offered the opportunity in connection with the closing of the initial offering. The Company or CSL Energy may elect to make such same investment opportunity available to such other Purchase Option Purchasers either by requiring the initial subscribers to sell down a portion of their investment, by issuing additional A-1 Participation Units or a combination of the foregoing or by taking any other action which effectively provides such other Purchase Option Purchasers with the same investment opportunity as the initial participants. If the Company elects to fulfill its obligation under the preceding sentence by issuing additional A-1 Participation Units to those Purchase Option Purchasers that were not given the opportunity to participate in the initial offering, the Purchase Option Purchasers that were given the opportunity to invest in the initial offering shall not have a preemptive right to subscribe for such additional A-1 Participation Units. If the Company elects to fulfill its obligation to the Purchase Option Purchasers by requiring the initial subscribers to sell down and Transfer a portion of their investment in Additional Units to Purchase Option Purchasers, then none of the transfer restrictions of Article 6 shall apply to any such Transfers.

(f) Termination. The rights granted in this Section 4.5 shall terminate immediately prior to, but conditioned on the consummation of, a Public Offering.

ARTICLE 5

ALLOCATIONS AND DISTRIBUTIONS

5.1 Distributions Generally.

(a) Distributions. Available Cash and other property shall be distributed to the Members solely at such times and in such amounts as the Board shall determine and approve from time to time. Subject to the remaining provisions of this Article 5, at any such time, amounts declared by the Board to be distributable shall be distributed to the Members in accordance with Section 5.2.

(b) Record Holders. All distributions made under Section 5.2 shall be made to the holders of record of the applicable Units on the record date established by the Board or, in the absence of any such record date, to the holders of the applicable Units on the date of the distribution.

(c) In Kind. Notwithstanding anything to the contrary in this Agreement, the Company shall not distribute any property in kind to any Member without the prior written consent of the Board and the Class A-1 Members.

(d) Withholding. The Company is authorized to deduct or withhold from distributions to the holders of Units and to pay over to any federal, state, local or foreign taxing authority any amounts required to be so deducted or withheld pursuant to the Code or any provisions of applicable Law. For all purposes under this Agreement, any amount so deducted or withheld shall be treated as actually distributed to the holder with respect to which such amount was withheld.

5.2 Distributions of Available Cash. The Company shall distribute, upon the approval of the Board, Available Cash to the Members in accordance with this Section 5.2, subject to the limitations and reallocation provisions set forth in Section 5.3. Each amount to be distributed pursuant to this Section 5.2, subject to the limitations and reallocation provisions set forth in Section 5.3, shall be made to the Members in the following proportions:

(a) First, to the Class D Members, pro rata in accordance with their Class D Percentage Interests, until the Class D Members have received an aggregate amount of distributions equal to the Class D Payout; and

(b) Thereafter:

(i) to the Class A-1 Members and Class B Members, to be divided among them pursuant to the A-1 and B Agreed Distribution Allocations, an amount equal to the total amount of such distribution multiplied by a fraction, the numerator of which is the number of outstanding Class A-1 Units, and the denominator of which is the sum of the number of outstanding Class A-1 Units and Class A-2 Units, and

(ii) to the Class A-2 Members, Class C-1 Members and Class C-2 Members, to be divided among them pursuant to the A-2, C-1 and C-2 Agreed Distribution Allocations, an amount equal to the total amount of such distribution multiplied by a fraction, the numerator of which is the number of outstanding Class A-2 Units and the denominator of which is the sum of the number of outstanding Class A-1 Units and Class A-2 Units.

(i) if achieved before the first anniversary of the effective date of the Prior Agreement, the product of (A) the aggregate Capital Contributions made by such Class D Members with respect to their Class D Units and (B) 1.3;

(ii) if not achieved pursuant to clause (i) above before the first anniversary of the effective date of the Prior Agreement, but if achieved before the second anniversary of the effective date of the Prior Agreement, the product of (A) the aggregate Capital Contributions made by such Class D Members with respect to their Class D Units and (B) 1.5; and

(iii) if not achieved pursuant to clause (ii) above before the second anniversary of the effective date of the Prior Agreement, the product of (A) the aggregate Capital Contributions made by such Class D Members with respect to their Class D Units and (B) 2.0.

(d) “A-1 and B Agreed Distribution Allocations” means:

(i) First, one hundred percent (100%) to the Class A-1 Members Pro Rata based on their relative Capital Contributions, until each Class A-1 Member’s Capital Return Account equals zero;

(ii) Second, after distributions are made under clause (i) above, one hundred percent (100%) to the Class A-1 Members Pro Rata based on their relative Capital Contributions, until each Class A-1 Member’s Preferred Return Account equals zero;

(iii) Third, after distributions are made under clauses (i) and (ii) above, until the Class A-1 Members have received an aggregate amount of distributions (not inclusive of any tax distributions under Section 5.4) equal to the product of (A) the aggregate Capital Contributions made by such Class A-1 Members and (B) 1.75, (x) eighty four percent (84%) to the Class A-1 Members Pro Rata based on their relative Class A-1 Percentage Interests, and (y) sixteen percent (16%) to the Class B Members Pro Rata based on their relative Class B Percentage Interests;

(iv) Fourth, after distributions are made under clauses (i), (ii) and (iii) above, until the Class A-1 Members have received an aggregate amount of distributions (not inclusive of any tax distributions under Section 5.4) equal to the product of (A) the aggregate Capital Contributions made by such Class A-1 Members and (B) 2.75, (x) seventy four percent (74%) to the Class A-1 Members Pro Rata based on their relative Class A-1 Percentage Interests, and (y) twenty six percent (26%) to the Class B Members Pro Rata based on their relative Class B Percentage Interests;

(v) Fifth, after distributions are made under clauses (i), (ii), (iii) and (iv) above, until the Class A-1 Members have received an aggregate amount of distributions (not inclusive of any tax distributions under Section 5.4) equal to the product of (A) the aggregate Capital Contributions made by such Class A-1 Members and (B) 3.5, (x) sixty nine percent (69%) to the Class A-1 Members Pro Rata based on their relative Class A-1 Percentage Interests, and (y) thirty one percent (31%) to the Class B Members Pro Rata based on their relative Class B Percentage Interests; and

(vi) Sixth, after distributions are made under clauses (i), (ii), (iii), (iv) and (v) above, thereafter, (A) sixty four percent (64%) to the Class A-1 Members Pro Rata based on their relative Class A-1 Percentage Interests, and (B) thirty six percent (36%) to the Class B Members Pro Rata based on their relative Class B Percentage Interests.

(e) “A-2, C-1 and C-2 Agreed Distribution Allocations” means:

(i) First, until such time as the aggregate distributions made to all Class A-2 Members equals the product (A) the aggregate Capital Contributions made by such Class A-2 Members and (B) 1.7, one hundred percent (100%) to the Class A-2 Members, Pro Rata in accordance with their relative Class A-2 Percentage Interests;

(ii) Second, after distributions are made pursuant to clause (i) above, until such time as the aggregate distributions made to all Class A-2 Members equals the product of (A) the aggregate Capital Contributions made by such Class A-2 Members and (B) 2.0, (x) fifty percent (50%) to the Class A-2 Members, Pro Rata in accordance with their relative Class A-2 Percentage Interests, (y) thirty percent (30%) to the Class C-1 Members, Pro Rata in accordance with their relative Class C-1 Percentage Interests and (z) twenty percent (20%) to the Class C-2 Members, Pro Rata in accordance with their relative Class C-2 Percentage Interests;

(iii) Third, after distributions are made pursuant to clauses (i) and (ii) above until such time as the aggregate distributions made to all Class A-2 Members equals the product of (A) the aggregate Capital Contributions made by such Class A-2 Members and (B) 3.0, (x) forty percent (40%) to the Class A-2 Members, Pro Rata in accordance with their relative Class A-2 Percentage Interests, (y) thirty percent (30%) to the Class C-1 Members, Pro Rata in accordance with their relative Class C-1 Percentage Interests and (z) thirty percent (30%) to the Class C-2 Members, Pro Rata in accordance with their relative Class C-2 Percentage Interests; and

(iv) Fourth, after distributions are made pursuant to clauses (i), (ii) and (iii) above, thereafter (A) thirty percent (30%) to the Class A-2 Members, Pro Rata in accordance with their relative Class A-2 Percentage Interests, (B) thirty percent (30%) to the Class C-1 Members, Pro Rata in accordance with their relative Class C-1 Percentage Interests and (C) forty percent (40%) to the Class C-2 Members, Pro Rata in accordance with their relative Class C-2 Percentage Interests.

5.3 Limitations and Catch-up Provisions on Distributions to Class B, Class C-1 and Class C-2 Units.

(a) Limitations Due to Hurdle Amount. Notwithstanding anything to the contrary in this Agreement, no Class B Member, Class C-1 Member or Class C-2 Member may participate in any distributions pursuant to Section 5.2 or otherwise with respect to any Class B Unit, Class C-1 Unit or Class C-2 Unit held by such Member until the Hurdle Amount listed on the Award Agreement or Member Schedule for such Member’s Class B Unit, Class C-1 Unit or Class C-2 Unit has been achieved.

(b) Catch-up on Distributions With Respect to Unvested Class B Units. Notwithstanding anything to the contrary in this Agreement, no distributions (except for tax distributions pursuant to Section 5.4) shall be made with respect to any Class B Units that have not vested in accordance with the Award Agreement between the Company and the Class B Member owning such Class B Units. Distributions with respect to unvested Class B Units that

any Class B Member would otherwise be entitled to receive pursuant to the provisions of Sections 5.2(d)(iii), 5.2(d)(iv) 5.2(d)(v) and 5.2(d)(vi) shall be withheld, without interest, by the Company pending the vesting or forfeiture of such unvested Class B Units pursuant to such Member’s Award Agreement and applicable provisions of this Agreement. The Company shall, from time to time as such Class B Units vest, remit to the Class B Member promptly following the vesting of such Class B Units an amount withheld pursuant to this Section 5.3(b)equal to the amount such Class B Member would have been entitled to receive pursuant to Sections 5.2(d)(iii), 5.2(d)(iv), 5.2(d)(v) and/or 5.2(d)(vi) as if such Class B Units been vested at the time of the Company’s distribution. By way of illustration only, if a Class B Member were 50% vested pursuant to his or her Award Agreement at the time of a Company distribution pursuant Sections 5.2(d)(iii), 5.2(d)(iv), 5.2(d)(v) and/or 5.2(d)(vi), following the vesting of one-half (1/2) of such Class B Member’s remaining unvested Class B Units, the Company shall promptly remit one-half (1/2) of the amount of such distribution withheld which such Class B Member would otherwise have received pursuant to Sections 5.2(d)(iii), 5.2(d)(iv), 5.2(d)(v) and/or 5.2(d)(vi). In the event of forfeiture of any Class B Member’s unvested Class B Units pursuant to his or her Award Agreement, any amounts withheld by the Company with respect to such unvested Class B Units that become forfeited shall be reallocated and promptly distributed to the other Class B Members Pro Rata in accordance with their relative Class B Percentage Interests, subject again to the provisions of this Section 5.3(b) with respect to any unvested Class B Units.

5.4 Tax Distributions. Notwithstanding anything to the contrary in Section 5.2, except in connection with a Drag-Along Transaction or Liquidation Event, at such times as determined by the Board, but no less frequently than annually, the Company shall distribute from Available Cash, if any, to each Member an amount equal to such Member’s Maximum Tax Liability, if any provided, however, that current income allocated to each Member shall be offset by prior losses allocated to such Member by the Company. Neither the Company nor the Board shall have any liability to any Member for penalties arising from non-payment or incorrect estimates of that Member’s estimated tax payments or incorrect estimates of the portion of allocable income attributable to capital assets sales rather than operations. If sufficient Available Cash is not available, as determined by the Board, to distribute to each Member the full amount of that Member’s Maximum Tax Liability for the period, the amount available for distribution under this Section 5.4 shall be distributed to the Members in proportion to each Member’s Maximum Tax Liability. Any distributions made pursuant to this Section 5.4 to a Member shall not be treated as an advance payment of, and shall not reduce by a like amount, the amounts otherwise distributable to that Member pursuant to Section 5.2 and Section 10.2. Notwithstanding the foregoing or anything to the contrary in this Section 5.4 or elsewhere in this Agreement, it is expressly agreed that tax distributions of the Maximum Tax Liability or otherwise shall not be made to any Member in connection with a Drag-Along Transaction or Liquidation Event.

5.5 Reserved.

(a)

5.6 Other Distribution Provisions. Notwithstanding anything to the contrary in Sections 5.1, 5.2, 5.3 or 5.4, no distribution shall be declared and paid unless, (i) after the distribution is made, the fair value of the Company’s assets is at least equal to all of the Company’s liabilities; or (ii) the distribution or payment would not cause the Company to be in violation of any material agreement binding on the Company.

5.7 Allocations of Profits and Losses and other Items.

(a) Profit and Loss Allocations. Profit and Loss shall be allocated among the Members in a manner that will, as nearly as possible, cause the Capital Account balance of each Member at the end of that taxable period to equal the excess (which may be negative) of:

(i) the hypothetical distribution (if any) that Member would receive if, on the last day of the taxable period, (A) all Company assets, including cash, were sold for cash equal to their Book Values, taking into account any adjustments thereto for that taxable period and all amounts that any Member would then be obligated to contribute to the Company were so contributed; (B) all Company liabilities were satisfied in full according to their terms (limited, with respect to each nonrecourse liability of the Company, to the Book Values of the assets securing that liability if such Book Value is less than that nonrecourse liability); and (C) the net proceeds of that sale (after satisfaction of those liabilities) were distributed in full pursuant to Section 5.2 (ignoring any obligations to withhold distributions due to vesting requirements and treating that hypothetical liquidation as resulting in a Liquidation Event), over

(ii) the sum of (A) the amount, if any, which that Member would be obligated to contribute to the capital of the Company immediately after that hypothetical sale; (B) that Member’s share of Minimum Gain (if any) as computed immediately prior to that hypothetical sale; and (C) that Member’s share of Member Nonrecourse Debt Minimum Gain (if any), as computed immediately prior to that hypothetical sale.

(b) Special Allocations. Notwithstanding any other provisions of this Section 5.7, the following special allocations shall be made for each taxable period in the following order of priority:

(i) If there is a net decrease in Minimum Gain during any taxable period, each Member shall be allocated items of Company income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(f)(6), (g)(2) and (j)(2)(i). For purposes of this Section 5.7(b)(i), each Member’s Capital Account shall be determined, and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 5.7(b) with respect to that taxable period. This Section 5.7(b)(i) is intended to comply with the partnership minimum gain chargeback requirement in Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith.

Debt at the beginning of that taxable period shall be allocated items of Company income and gain for that period (and, if necessary, subsequent periods) in the manner and amounts provided in Treasury Regulation Section 1.704-2(i)(4) and (j)(2)(ii). For purposes of this Section 5.7(b)(ii), each Member’s Adjusted Capital Account balance shall be determined, and the allocation of income and gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 5.7(b), other than Section 5.7(b)(i), with respect to that taxable period. This Section 5.7(b)(ii) is intended to comply with the partner nonrecourse debt minimum gain chargeback requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

(iii) In the event any Member unexpectedly receives any adjustments, allocations or distributions described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Company income and gain shall be specially allocated to that Member in an amount and manner sufficient to eliminate, to the extent required by such Treasury Regulation, the deficit balance, if any, in that Member’s Adjusted Capital Account created by those adjustments, allocations or distributions as quickly as possible; provided, however, an allocation pursuant to this Section 5.7(b)(iii) shall be made only if and to the extent that the Member would have such a deficit balance in its Adjusted Capital Account after all other allocations provided for in this Section 5.7(b) have been tentatively made as if this Section 5.7(b)(iii) were not in this Agreement.

(iv) In the event any Member has a deficit balance in its Adjusted Capital Account at the end of any taxable period, that Member shall be specially allocated items of Company gross income and gain in the amount of such excess as quickly as possible; provided, however, an allocation pursuant to this Section 5.7(b)(iv) shall be made only if and to the extent that any such Member would have a deficit balance in its Adjusted Capital Account after all other allocations provided in this Section 5.7 have been tentatively made as if Section 5.7(b)(iii) and this Section 5.7(b)(iv) were not in this Agreement.

(v) Nonrecourse Deductions for any taxable period shall be allocated to the Members in accordance with their positive Capital Account balances.

(vi) Member Nonrecourse Deductions for any taxable period shall be allocated one hundred percent (100%) to the Member that bears the Economic Risk of Loss with respect to the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable in accordance with Treasury Regulation Section 1.704-2(i). If more than one Member bears the Economic Risk of Loss with respect to a Member Nonrecourse Debt, Member Nonrecourse Deductions attributable thereto shall be allocated between or among those Members in accordance with the ratios in which they share that Economic Risk of Loss.

(vii) To the extent an adjustment to the adjusted tax basis of any Company asset pursuant to Code Section 734(b) or 743(b) is required, pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts as the result of a distribution to a Member in complete liquidation of that Member’s interest in the Company, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis), and that item of gain or loss shall be specially allocated to the Members in

a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to such provisions.

(viii) In the event Units are issued to a Person and the issuance of such Units results in items of income or deduction to the Company, such items of income or deduction shall be allocated to the Members in proportion to the positive balances in their Capital Accounts immediately before the issuance of such Units.

(c) Curative Allocation. The allocations set forth in Section 5.7(b) (other than Section 5.7(b)(viii)) (the “Regulatory Allocations”) are intended to comply with certain requirements of the Treasury Regulations. It is the intent of the Members that, to the extent possible, all Regulatory Allocations shall be offset either with other Regulatory Allocations or with special allocations of other items of Company income, gain, loss, or deduction pursuant to this Section 5.7(c). Therefore, notwithstanding any other provision of this Article 5 (other than the Regulatory Allocations), but subject to the Code and the Treasury Regulations, the Board shall make any such offsetting special allocations of Company income, gain, loss, or deduction in whatever manner it determines appropriate so that, after such offsetting allocations are made, each Member’s Capital Account balance is, to the extent possible, equal to the Capital Account balance that Member would have had if the Regulatory Allocations were not part of this Agreement. In exercising its discretion under this Section 5.7(c), the Board shall take into account future Regulatory Allocations that, although not yet made, are likely to offset other Regulatory Allocations previously made.

5.8 Income Tax Allocations.

(a) In General. Except as provided in this Section 5.8, the taxable income or loss of the Company (and items thereof) for any taxable year shall be allocated among the Members to the maximum extent possible in the same manner as the corresponding items (if any) are allocated among the Members for purposes of maintaining their Capital Accounts.

(b) Section 704(c) Items. In accordance with Code Section 704(c), the Treasury Regulations thereunder, and the portions of the Treasury Regulations under Code Section 704(b) that apply the principles of Code Section 704(c), income and deductions with respect to any property the Book Value of which differs from its adjusted tax basis shall, solely for federal income tax purposes, be allocated among the Members in a manner to take into account any variation between the adjusted tax basis of that property to the Company and that book value. In making such allocations, the Board shall use such method or methods as it determines to be reasonable in accordance with applicable Treasury Regulations.

(c) Noncompensatory Warrant or Option. If, as a result of an exercise of a noncompensatory warrant or option to acquire an interest in the Company, a Capital Account reallocation is required under Treasury Regulation Section 1.704-1(b)(2)(iv)(s)(3), the Company shall make corrective allocations pursuant to Treasury Regulation Section 1.704-1(b)(4)(x).

(d) Recapture. Any (i) recapture of depreciation or any other item of deduction shall be allocated, in accordance with Treasury Regulation Sections 1.1245-1(e) and

1.1254-5, to the Members who received the benefit of such deductions (taking into account the effect of remedial allocations), and (ii) recapture of grants or credits shall be allocated to the Members in accordance with applicable law.

5.9 Other Allocation Rules. All items of income, gain, loss, deduction and credit allocable to Units that may have been transferred shall be allocated between the transferor and the transferee based on the portion of the calendar year during which each was recognized as the owner of such Units, without regard to the results of Company operations during any particular portion of that calendar year and without regard to whether cash distributions were made to the transferor or the transferee during that calendar year; provided, however, this allocation must be made in accordance with a method permissible under Code Section 706 and the regulations thereunder. If any Units are Transferred or redeemed in compliance with the provisions of this Agreement, all distributions with respect to which the record date is before the date of that Transfer or redemption shall be made to the Transferring Member, and all distributions with respect to which the record date is after the date of that Transfer, in the case of a Transfer other than a redemption, shall be made to the transferee.

5.10 Capital Accounts.

(a) Calculation and Maintenance. A separate capital account (a “Capital Account”) will be maintained for each Member. Each Member’s Capital Account will be increased by: (i) the amount of money contributed by that Member to the Company; (ii) the fair market value of property contributed by that Member to the Company (net of liabilities secured by the contributed property that the Company is considered to assume or take subject to as described in Treasury Regulation Section 1.704-1(b)(2)(iv)(c)); and (iii) allocations to that Member of Profits and other items of income and gain in accordance with the allocation provisions of this Agreement. Each Member’s Capital Account will be decreased by: (A) the amount of money distributed to that Member by the Company; (B) the fair market value of property distributed to that Member by the Company (net of liabilities secured by the distributed property that Member is considered to assume or take subject to as described in Treasury Regulation Section 1.704-1(b)(2)(iv)(c)); and (C) allocations to that Member of Losses and other items of deduction and loss in accordance with the allocation provisions of this Agreement. The Capital Accounts shall also be increased or decreased to reflect a revaluation of Company property pursuant to clause (b) of the definition of Book Value.

(b) Transfers. In the event of a permitted sale or exchange of a Membership Interest, the Capital Account of the transferor shall become the Capital Account of the transferee to the extent it relates to the transferred Membership Interest in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(l).

in which Capital Accounts are to be maintained pursuant to the preceding provisions of this Section 5.10 should be modified in order to comply with Code Section 704(b) and the Treasury Regulations, then notwithstanding anything to the contrary contained in the preceding provisions of this Section 5.10, the method in which Capital Accounts are maintained shall be so modified; provided, however, any change in the manner of maintaining Capital Accounts shall not materially alter the economic agreement between or among the Members as set forth in this Agreement.

ARTICLE 6

TRANSFERS OF UNITS

6.1 Transfer Restriction.

(a) In General.

(i) All Transfers of Membership Interests require the approval of the Board and the Class A-1 Members holding a majority of the Class A-1 Units; provided, however, that no Board or Member consent shall be required for a Permitted Transfer by a Member to a Permitted Transferee provided that the Permitted Transferee and Transferring Member (or such Transferring Member’s estate, administrator, executor or representative) executes and delivers an adoption agreement pursuant to which (A) such Transfer of Units is recited, (B) such Permitted Transferee agrees to be bound by the terms of this Agreement, (C) the Permitted Transferee provides information for notice and communications to be given to such Transferee pursuant to this Agreement and (D) such Transferring Member (or such Transferring Member’s estate, administrator, executor or representative) and Permitted Transferee represent and warrant to the Company that such Permitted Transferee is a Permitted Transferee and that such Transfer was conducted and consummated in compliance with applicable federal and state securities Laws; provided, further, if such Permitted Transferee is the Company, no adoption agreement shall be required.

(ii) Transfers of Membership Interests otherwise permitted or required by this Agreement may only be made in compliance with applicable foreign, U.S. federal and state securities Laws, including the Securities Act and the rules and regulations thereunder, and the Act.

(iii) For so long as the Company is a partnership for U.S. federal income tax purposes, in no event may any Transfer of any Membership Interests by any Member be made if that Transfer is effectuated through an “established securities market” or a “secondary market” (or the substantial equivalent thereof) within the meaning of Code Section 7704 or if that Transfer would otherwise result in the Company being treated as a “publicly traded partnership,” as that term is defined in Code Section 7704(b) and the regulations promulgated thereunder.

(iv) After giving effect thereto, such Transfer would not otherwise terminate the Company for the purposes of Code Section 708 (unless otherwise waived by the

Board with the approval of the holders of a majority of the Class A-1 Units) or cause the Company to be classified as other than a partnership for U.S. federal income tax purposes.

(v) Transfers of Membership Interests may only be made in strict compliance with all applicable provisions of this Agreement, and any purported Transfer of Membership Interests that does not comply with all applicable provisions of this Agreement shall be null and void and of no force or effect (unless such Transfer is stated in this Agreement as causing such Transfer to result in the transferee being treated as an Assignee), and the Company shall not recognize or be bound by any such purported Transfer and shall not effect any such purported Transfer on the transfer books of the Company or Capital Accounts of the Members (except for Assignees). The Members agree that the restrictions contained in this Article 6 are fair and reasonable and in the best interests of the Company and the Members.

(b) Transfers by Class B Members, Class C-1 Members and Class C-2 Members. No Class B Member, Class C-1 Member or Class C-2 Member may Transfer all or any portion of its Class B Units, Class C-1 Units or Class C-2 Units, as applicable, unless (i) that Transfer complies with the provisions of Section 6.1(a); or (ii) that Transfer is (A) to the Company pursuant to Section 6.7, (B) to a Permitted Transferee of the Transferring Member in accordance with Sections 6.1 and 6.2; (C) made in accordance with Section 6.4, Section 6.6 or Section 6.8; or (D) to the Company in accordance with the redemption, forfeiture or repurchase provisions of this Agreement or any Award Agreement executed by such Class B Member, Class C-1 Member and/or Class C-2 Member.

(c) Transfers by Investor Members. A Transfer of Class A-1 Units, Class A-2 Units or Class D Units may only be made if that Transfer (i) complies with the provisions of Section 6.1(a) (it being understood that a Transfer by CSL Energy pursuant to this Section 6.1(c)(i) prior to the closing of the Ranger Reorganization requires the approval of a majority of the disinterested Managers on the Board), or (ii) such Transfer is (A) to the Company pursuant to Section 6.7, (B) to a Permitted Transferee of the Transferring Member in accordance with Section 6.1(a) and Section 6.2; (C) made in accordance with Sections 6.3 and 6.5, (D) made in accordance with Section 6.4, Section 6.6 or Section 6.8, or (E) to the Company in accordance with the redemption, forfeiture or repurchase provisions of this Agreement.

6.2 Permitted Transfers.

(a) Rights. Subject to Section 6.1 and the applicable portions of this Section 6.2, any Member may Transfer its Units by way of gift or otherwise to a Permitted Transferee of that Member, subject to the applicable provisions of this Section 6.2; provided, however, that (i) such Permitted Transferee shall not be entitled to make any further Transfers in reliance upon this Section 6.2(a), except for a Transfer of those acquired Units back to the original holder or to another Permitted Transferee of that original holder or a Person to whom that Transfer is permitted under Section 6.1; (ii) such Permitted Transferee must assume all of the obligations of the original holder of the Units under and agree to comply with the provisions of this Agreement; and (iii) if such Permitted Transferee at any time ceases to be a Permitted Transferee of the original holder of the Transferred Units, then such former Permitted Transferee

shall make a Transfer of those acquired Units back to that original holder or to another Permitted Transferee of that original holder and if the former Permitted Transferee fails to make that Transfer within forty-five (45) days of the former Permitted Transferee ceasing to be a Permitted Transferee of that original holder, then (A) the Board may, at its option, by written notice to such former Permitted Transferee cause such former Permitted Transferee to be treated as an Assignee with no voting or consent rights but with the right to allocations and distributions with respect to the Units held by such Assignee and (B) the Board shall have the right by giving written notice to the former Permitted Transferee within 180 days after the Board being notified that such former Permitted Transferee is no longer a Permitted Transferee to cause the Company to purchase all of the Units held by such former Permitted Transferee for the Fair Market Value thereof, with such Fair Market Value being determined as provided in Section 6.7 with such Units held by the former Permitted Transferee being deemed the “Called Interest” as described in Section 6.7 and with the mechanics for effecting the purchase and sale of such former Permitted Transferee’s Units being as set forth in Section 6.7 as if such former Permitted Transferee were the “Member-Seller” as defined therein and the Units held by such former Permitted Transferee were the “Called Interest” as provided therein and the purchase price for all such Units in the Called Interest being equal to the Fair Market Value thereof.

(b) Intent. A Member may not make a Transfer of Units to a Permitted Transferee if that Transfer has as a purpose the avoidance of or is otherwise undertaken in contemplation of avoiding the restrictions on Transfers in this Agreement (it being understood that the purpose of this Section 6.2 is to prohibit the Transfer of Units to a Permitted Transferee followed by a change in the relationship between the transferor and the Permitted Transferee (or a change of control of such transferor or Permitted Transferee other than to another Permitted Transferee) after the Transfer with the result and effect that the transferor has indirectly made a Transfer of Units by using a Permitted Transferee, which Transfer would not have been directly permitted under this Section 6.2 had such change in such relationship occurred prior to such Transfer).

6.3 Right of First Refusal.

(a) Notice. If any Member receives a bona fide written offer from a Third Party (a “Third Party Offer”) for the acquisition or purchase of all or a part of such Member’s Units and that Member (the “ROFR Offeror Holder”) desires to accept and is permitted to effect such proposed Transfer pursuant to Section 6.1, that ROFR Offeror Holder shall deliver written notice of such Third Party Offer (the “ROFR Notice”) to the Company no less than fifteen (15) days prior to the date of the proposed Transfer (i) stating the name of the Third Party, the number of Units to be sold and the price per Unit to be purchased, (ii) stating all details of the payment terms and other terms and conditions of the proposed Transfer and (iii) attaching thereto copies of all agreements proposed to be executed in connection therewith, if such agreements have been negotiated and are ready for execution as of such time. The date that the ROFR Notice is received by the Company shall constitute the “ROFR Notice Date.” Within three (3) Business Days after receipt of the ROFR Notice by the Company, the Company shall send a copy of the ROFR Notice along with a letter indicating the ROFR Notice Date to each of the Class A-1 Members (other than the ROFR Offeror Holder) (each, a “ROFR Holder”). The notice shall set

forth the name of the Third Party (including, if such information is not publicly available, information about the identity of the Third Party), the number of Units to be sold (the “ROFR Offered Units”), the price per Unit for the ROFR Offered Units, all details of the payment terms and all other terms and conditions of the proposed Transfer and each ROFR Holder’s Proportionate Share (such offer is referred to as the “ROFR Offer”). The ROFR Offeror Holder may not accept a Third Party Offer if such offer contains provisions related to any property of the ROFR Offeror Holder other than Units held by the ROFR Offeror Holder or contemplates any consideration for the ROFR Offered Units other than cash in United States dollars.

(b) Purchase Right. The Company shall have fifteen (15) days after the ROFR Notice Date to accept or reject the ROFR Offer. If the Company rejects or fails to exercise the ROFR Offer in whole or in part by giving written notice to the ROFR Offeror Holder during such 15 day period, then each ROFR Holder shall have the right to purchase up to that number of the ROFR Offered Units equal to the product of (i) the total number of ROFR Offered Units not otherwise purchased by the Company (the “Remaining ROFR Offered Units”); and (ii) a fraction (the “Proportionate Share”), the numerator of which shall be the number of Units held by that ROFR Holder and the denominator of which shall be the total number of Units held by all ROFR Holders. Within twenty-five (25) days after the ROFR Notice Date, each ROFR Holder may deliver a written notice to the ROFR Offeror Holder, the Company and each other ROFR Holder of its election to purchase up to its full Proportionate Share of the Remaining ROFR Offered Units (the 26th day after the ROFR Notice Date is referred to herein as the “ROFR Expiration Date”). If, after compliance with the foregoing provisions of this Section 6.3, the Company or ROFR Holders shall have elected to purchase all but not less than all of the ROFR Offered Units, parties to such purchase and sale shall thereafter set a reasonable place and time for the closing of the purchase and sale of the ROFR Offered Units, which shall be not more than thirty (30) days after the ROFR Expiration Date unless otherwise agreed by all of the parties to that transaction.

(c) Transfer Conditions. The purchase price and terms and conditions for the purchase of the ROFR Offered Units pursuant to this Section 6.3 shall be the price and terms and conditions set forth in the applicable Third Party Offer; provided, however, that the purchase price shall be payable in cash by wire transfer, the ROFR Offeror Holder shall at a minimum make customary representations and warranties concerning (i) that ROFR Offeror Holder’s valid title to and ownership of the ROFR Offered Units, free and clear of all liens, claims and encumbrances (excluding those arising under this Agreement and applicable securities Laws); (ii) that ROFR Offeror Holder’s authority, power and right to enter into and consummate the sale of the ROFR Offered Units; (iii) the absence of any violation, default or acceleration of any agreement to which that ROFR Offeror Holder is subject or by which its assets are bound as a result of the agreement to sell and the sale of the ROFR Offered Units; and (iv) the absence of, or compliance with, any governmental or third party consents, approvals, filings or notifications required to be obtained or made by that ROFR Offeror Holder in connection with the sale of the ROFR Offered Units. Each ROFR Holder shall make representations and warranties to the Company or such ROFR Offeror Holder concerning its status as an Accredited Investor and its acquisition of such ROFR Offered Units for investment purposes and without a view to distribution thereof. The ROFR Offeror Holder also agrees to execute and deliver any such instruments and documents and take any such actions, including obtaining all applicable approvals and consents and making all applicable notifications and filings, as the purchasing

ROFR Holders may reasonably request in order to effectively implement the purchase and sale of the ROFR Offered Units hereunder.

(d) Third Party Sale. Notwithstanding the foregoing, if (i) the Company and the ROFR Holders shall not have elected to purchase all of the ROFR Offered Units on or prior to the ROFR Expiration Date, then the ROFR Offeror must comply with the terms of Section 6.5 prior to Transferring any of the ROFR Offered Units to any Person. After complying with this Section 6.3 (if the Company and ROFR Holders do not elect to purchase all of the ROFR Offered Units) and after complying with Section 6.5, the ROFR Offeror Holder may sell all, but not less than all, of the ROFR Offered Units (as adjusted to accommodate any Units to be sold pursuant to Section 6.5) within ninety (90) days after the ROFR Expiration Date; or (ii) if the Company and the ROFR Holders fail to consummate the closing of the purchase and sale of the ROFR Offered Units within the time period provided in the last sentence of Section 6.3(b) (such period, the “ROFR Closing Period”) and the ROFR Offeror Holder has fully complied with the provisions of this Section 6.3 and Section 6.5 then the Company and the ROFR Holders shall not have the right to purchase any of the ROFR Offered Units and the ROFR Offeror Holder may sell all, but not less than all, of the ROFR Offered Units (as adjusted to accommodate any Units to be sold pursuant to Section 6.3 and Section 6.5) to a Third Party within ninety (90) days after the expiration of the ROFR Closing Period, in each case subject to the provisions of Section 6.10. Any such sale shall not be at less than the price or upon terms and conditions more favorable, individually or in the aggregate, to the third party purchaser than those specified in the Third Party Offer. If the ROFR Offered Units are not so transferred within such ninety (90)-day period, the ROFR Offeror Holder may not sell any of the ROFR Offered Units without again complying in full with the provisions of this Section 6.3. Each ROFR Holder may assign its rights under this Section 6.3 to its Affiliates.

(e) Order of Priority. The drag-along right granted pursuant to Section 6.4 shall take precedence over and be in lieu of the right of first refusal granted to the Members pursuant to this Section 6.3 and the tag along right granted to the Investor Members pursuant to Section 6.5. The right of first refusal granted to the Members pursuant to this Section 6.3 shall be complied with first by a Member subject thereto prior to the compliance by such Member with the tag-along right granted to the Members pursuant to Section 6.5.

6.4 Drag-Along Right.

(a) Rights. If, at any time, a majority of the Board and the holders of a majority of the Class A-1 Units (all such Members, collectively the “Initiating Member”) approves a Third Party Offer for a Drag-Along Transaction, then the Initiating Member may require all holders of Membership Interests to sell all, but not less than all, of their Membership Interests in accordance with this Section 6.4. Notwithstanding the foregoing, (i) in the event CSL Energy desires to Transfer in one or more transactions a number of Class A-1 Units representing a majority of the outstanding Class A-1 Units at any time to a Third Party, then CSL Energy shall be obligated to invoke the provisions of this Section 6.4 to sell all outstanding Membership Interests of the Company to the Third Party purchaser, and (ii) if the Company shall propose to sell all or substantially all of its assets in connection with a Liquidation Event, then the

provisions of this Section 6.4 shall automatically be invoked and such transaction shall constitute a Drag-Along Transaction.

(b) Cooperation. In connection with any such Drag-Along Transaction, all holders of Membership Interests entitled to consent thereto shall consent to the Drag-Along Transaction provided that it is in compliance with the terms of this Section 6.4, and if the Drag-Along Transaction is structured as (i) a merger, conversion, Unit exchange or consolidation of the Company, or a sale of all or substantially all of the assets of the Company, each holder of Membership Interests entitled to vote thereon shall vote in favor of the Drag-Along Transaction and shall waive any appraisal rights or similar rights, if any, in connection with that merger, conversion, Unit exchange, consolidation or asset sale; or (ii) a sale of all or substantially all of the Membership Interests, each holder of Membership Interests shall agree to sell all of that holder’s Membership Interests that are the subject of the Drag-Along Transaction, on the terms and conditions of that Drag-Along Transaction. The holders of Membership Interests shall promptly take all necessary and desirable actions in connection with the consummation of the Drag-Along Transaction reasonably requested by the Initiating Member, including the execution of any such agreements and any such instruments and other actions reasonably necessary to (A) provide customary representations, warranties, indemnities, and escrow/holdback arrangements relating to that Drag-Along Transaction (subject to Section 6.4(c)(iii) and Section 6.4(c)(iv)), in each case to the extent that each other holder of Membership Interests is similarly obligated except as otherwise provided for herein; and (B) effectuate the allocation and distribution of the aggregate consideration upon the Drag-Along Transaction as set forth in Section 6.4(c). The holders of Membership Interests shall be permitted to sell their Membership Interests pursuant to any Drag-Along Transaction without complying with any other provisions of this Article 6, other than this Section 6.4.

(c) Terms and Conditions. The obligations of the holders of Membership Interests pursuant to this Section 6.4 are subject to the following terms and conditions:

(i) Upon the consummation of the Drag-Along Transaction, each holder of Membership Interests shall receive (even if the Drag-Along Transaction is structured as a Unit sale, merger, exchange or consolidation) the same proportion of the aggregate consideration from that Drag-Along Transaction that it would have received if the aggregate consideration had been distributed by the Company in complete liquidation pursuant to the rights and preferences set forth in Section 5.2 as in effect immediately prior to such Drag-Along Transaction (it being agreed that no tax distributions under Section 5.4 shall occur in connection with a Drag-Along Transaction), with each holder of Membership Interests receiving the same relative allocation of cash and other consideration as each other holder of Membership Interests, to the maximum extent practical, and if a holder of Membership Interests receives consideration from that Drag-Along Transaction in a manner other than as contemplated by any such rights and preferences or in excess of the amount to which that holder is entitled in accordance with any such rights and preferences, then that holder shall take any such action as is necessary so that the consideration shall be immediately reallocated among and distributed to the holders of Membership Interests in accordance with any such rights and preferences;

(ii) The Company shall bear the reasonable, documented costs of the Company and the Initiating Holders incurred in connection with any Drag-Along Transaction

including the costs of the Initiating Holders (costs incurred by or on behalf of any other holder of Membership Interests for that holder’s sole benefit will not be considered costs of the Drag-Along Transaction) unless otherwise agreed by the Company and the acquiror, in which case no holder of Membership Interests shall be obligated to make any out-of-pocket expenditure to consummate the Drag-Along Transaction (excluding modest expenditures for postage, copies, and the like). All such costs shall be paid out of the gross proceeds received in such Drag-Along Transaction, and no holder of Membership Interests shall be obligated to pay any portion thereof. The Class A-2 Members, Class B Members, Class C-1 Members, Class C-2 Members and Class D Members shall have the right to have the Company pay, from the gross proceeds received in any Drag-Along Transaction, the cost of one counsel to review and advise the Class A-2 Members, Class B Members, Class C-1 Members, Class C-2 Members and Class D Members regarding the agreements to consummate the Drag-Along Transaction.

(iii) The Initiating Holders or the Company shall provide each of the Members with a copy of the agreements to effect the Drag-Along Transaction at least ten (10) days before the anticipated consummation of the Drag-Along Transaction, even if such agreements are in “draft” form, shall provide each of the Members with substantially final agreements to consummate the Drag-Along Transaction at least 24 hours before consummation thereof and shall provide the final, executed Drag-Along Agreements within three (3) Business Days after execution thereof by the parties. The Members shall maintain the confidentiality of the agreements to consummate the Drag-Along Transaction if requested by the Third Party Purchaser but shall not after the consummation thereof be prevented from disclosing the same after the consummation of such Drag-Along Event to the extent necessary to enforce its right to the consideration receivable by such Member in connection therewith or to enforce its rights under this Section 6.4 due to a breach of the terms hereof. No holder of Membership Interests shall be required to provide any representations, warranties covenants, agreements or indemnities in connection with the Drag-Along Transaction, other than (A) representations, warranties or indemnities for which the sole recourse is to consideration in escrow or held back on a pro rata basis for all Membership Interests based on the relative amounts otherwise receivable by the Members; (B) no Member shall be liable for the breach of any covenant, representation or warranty by any other Member and (C) several (and not joint) representations, warranties and indemnities concerning (1) that holder’s valid title to and ownership of Membership Interests, free of all liens, claims and encumbrances (excluding those arising under this Agreement and applicable securities Laws); (2) that holder’s authority, power and right to enter into and consummate such Drag-Along Transaction; (3) the absence of any violation, default or acceleration of any agreement to which that holder is subject or by which its assets are bound as a result of the Drag-Along Transaction; and (4) the absence of, or compliance with, any governmental or third party consents, approvals, filings or notifications required to be obtained or made by that holder in connection with the Drag-Along Transaction (and then only to the extent that each other holder of Membership Interests provides similar representations, warranties and indemnities with respect to the Membership Interests held by that holder of Membership Interests).

(iv) Consideration placed in escrow or holdback shall be allocated among holders of Membership Interests such that if the party making the Third Party Offer ultimately is entitled to some or all of those escrow or holdback amounts, then the net ultimate proceeds received by those holders shall still comply with the intent of Section 6.4(c)(i) as if the

ultimate resolution of that escrow or holdback had been known at the closing of the Drag-Along Transaction; and

(v) If some or all of the consideration received in connection with the Drag-Along Transaction is other than cash, then that consideration shall be deemed to have a dollar value equal to the fair market value of that consideration as determined by the Board in its good faith reasonable judgment and the Board shall allocate the same among the Members as equally as possible in accordance with the proportionate amount of proceeds such Member would otherwise be entitled to receive if the consideration was cash; provided, however, upon written request the Board shall provide any holder of Membership Interests all information reasonably related to the Board’s determination of fair market value.

(d) Non-Accredited Investors. Notwithstanding anything to the contrary in this Section 6.4, if the consideration proposed to be paid to the holders of Membership Interests in a Drag-Along Transaction includes securities with respect to which no registration statement covering the issuance of those securities has been declared effective under the Securities Act, then each of the holders of Membership Interests that is not then an Accredited Investor may be required (notwithstanding Section 6.4(c)(i)) at the request and election of the Initiating Member, to (i) at the cost of the Company, appoint a “purchaser representative” (as such term is defined in Rule 501 under the Securities Act) reasonably acceptable to such requesting holders; or (ii) accept cash in lieu of any securities that non-Accredited Investor would otherwise receive in an amount equal to the fair market value of those securities as determined in the manner set forth in Section 6.7(b).

(e) Company Cooperation. The Initiating Member shall have the right in connection with any such prospective Drag-Along Transaction (or in connection with the investigation or consideration of any such prospective transaction) to require the Company to cooperate fully with potential acquirers in that prospective transaction by taking all customary and other actions reasonably requested by the holders or those potential acquirers, including making the Company’s properties, books and records, and other assets reasonably available for inspection by those potential acquirers, establishing a physical or electronic data room including materials customarily made available to potential acquirers in connection with those processes and making its employees reasonably available for presentations, interviews and other diligence activities, in each case subject to reasonable and customary confidentiality provisions. In addition, the Initiating Member shall be entitled to take all steps reasonably necessary to carry out an auction of the Company, including selecting an investment bank, providing confidential information (pursuant to confidentiality agreements), selecting the winning bidder and negotiating the requisite documentation. The Company shall provide assistance with respect to these actions as reasonably requested.

(f) Power of Attorney. Pursuant to the power of attorney in Section 11.2(d), each Manager shall be entitled to swear, file, acknowledge, execute and document on behalf of any Member in order to effectuate and consummate the transactions contemplated by and in accordance with this Section 6.4.

(g) Order of Priority. The drag-along right granted to the Initiating Member pursuant to this Section 6.4 shall take precedence over and be in lieu of the right of first refusal

granted to the Investor Members pursuant to Section 6.3 and the tag-along right granted to the Investor Members pursuant to Section 6.5.

6.5 Tag-Along Right.

(a) Rights. If, at any time, any Member acting individually, or any group of Members acting jointly (those Members collectively, the “Transferor”), desire to Transfer any Units to a Third Party (the “Tag-Along Transferee”), to the extent Units remain available for sale following the exercise of rights under Section 6.3, if applicable, the Transferor shall offer to include in that proposed Transfer (the “Tag-Along Sale”) a number of Units owned and designated by any Investor Member (each such Member, an “Eligible Seller”), in each case in accordance with the terms of this Section 6.5. Notwithstanding the foregoing, this Section 6.5 shall not be applicable to, and a Transferor may Transfer Units without complying with any of the provisions of this Section 6.5 in connection with, any Transfer (i) to a Permitted Transferee in accordance with Section 6.1 and Section 6.2; (ii) made pursuant to Section 6.3, Section 6.7 or Section 6.8 solely to the Company or the Class A-1 Members, (iii) made pursuant to Section 6.4; or (iv) made pursuant to a Public Offering.

(b) Procedure. In connection with any such Tag-Along Sale pursuant to this Section 6.5, the parties shall be subject to the following procedures:

(i) A Transferor shall cause the offer from that Tag-Along Transferee (the “Tag-Along Offer”) to be reduced to writing, which writing shall include (A) an offer to purchase Units from the Eligible Sellers as required by this Section 6.5; (B) a time and place designated for the closing of such purchase; and (C) the fair market value of the Company as determined by the Tag-Along Transferee (the “Tag Value”). The purchase price per Unit for the Transferor and any Eligible Seller electing to participate in the Tag-Along Offer shall be the price that Unit would be entitled to receive under Section 5.2 if the Tag Value was distributed to the Members upon a Liquidation Event (without any distribution being made under Section 5.4).

(ii) Each of the Eligible Sellers shall be entitled to request to include certain of the Units held by such Eligible Seller in that Tag-Along Sale in accordance with the terms of this Section 6.5.

(iii) The Transferor shall send written notice of (and a copy of) that Tag-Along Offer (an “Inclusion Notice”), together with the Transferor Requested Percentage, to each of the Eligible Sellers together with a copy of the “draft” agreements to effect such sale, if available. Each Eligible Seller shall have the right (an “Inclusion Right”), exercisable by delivery of written notice to the Transferor at any time within ten (10) days after receipt of the Inclusion Notice, to request to sell in the Tag-Along Sale a number of Units up to the total number of Units held by such Eligible Seller multiplied by the Transferor Requested Percentage.

(iv) Promptly following the completion of the procedures described in Section 6.5(b)(iii), the following procedures shall apply:

(A) first, the Transferor shall notify the Tag-Along Transferee of the number and Class of Requested Units;

(B) next, the Transferor shall determine whether the Tag-Along Transferee is willing to purchase all of the Requested Units. If the Tag-Along Transferee is unwilling to purchase all of those Units, then the Transferor shall determine what percentage of Requested Units that Tag-Along Transferee is willing to purchase in the aggregate (the “Purchased Percentage”). In any such event, the number of Requested Units that the Transferor and each of the exercising Eligible Sellers otherwise would have sold shall be reduced on a pro rata basis (based on the respective total numbers of Units that those holders desired to sell) so as to permit the Transferor and the exercising Eligible Sellers to sell in the aggregate a number of Units equal to the total number of Requested Units multiplied by the Purchased Percentage (the “Purchased Units”).

(v) At the time (subject to extension to the extent necessary to pursue any required regulatory or equity holder approvals) and place provided for the closing in the Tag-Along Offer, or at such other time and place as the Eligible Sellers, the Transferor and the Tag-Along Transferee shall agree, the Eligible Sellers and the Transferor shall sell to the Tag-Along Transferee all of the Purchased Units. Each sale of Purchased Units pursuant to this Section 6.5(b)(v) shall be upon terms and conditions, if any, not more favorable individually and in the aggregate to the purchaser than those in the Tag-Along Offer and the Inclusion Notice and upon the consummation of that sale, each holder of Purchased Units, shall receive the consideration specified in Section 6.5(c)(i).

(c) Terms and Conditions. The obligations of the holders of Membership Interests pursuant to this Section 6.5 are subject to the following terms and conditions:

(i) Upon the consummation of a Tag-Along Sale, each holder of Purchased Units shall receive the same proportion of the aggregate consideration for the Purchased Units sold pursuant to a Tag-Along Sale that any such holder would have received if the implied value for all Units based on the proposed purchase price offered by the Tag-Along Transferee had been distributed by the Company in complete liquidation pursuant to the rights and preferences set forth in Section 5.2 as in effect immediately prior to such Tag-Along Sale (and as if no distributions were to be made under Section 5.4 in connection therewith) and all proceeds were distributed. If a holder of Purchased Units receives consideration from that Tag-Along Sale in a manner other than as contemplated by the immediately preceding sentence or in excess of the amount to which that holder is entitled in accordance with the immediately preceding sentence, then that holder shall take any such action as is necessary so that any such consideration shall be immediately reallocated among and distributed to the holders of Purchased Units in accordance with the immediately preceding sentence.

(ii) Notwithstanding anything to the contrary in this Agreement, provided that there is substantial compliance with the provisions of this Section 6.5, at any time after the twelve (12)-month anniversary of the date of the delivery of the Inclusion Notice with respect to each proposed Tag-Along Sale, the Board shall be entitled to waive, on behalf of each Eligible Seller, each former Eligible Seller and each of their respective Affiliates, successors and assigns and the members, partners, stockholders, directors, managers, officers, liquidators and

employees of each of the foregoing (collectively, the “Eligible Seller Persons”) any and all claims such Eligible Seller Persons have, had or may have or had with respect to any technical non-compliance (other than with respect to consideration receivable) or technical violation under this Section 6.5 (other than with respect to consideration receivable) by any Person with respect to that Tag-Along Sale (whether or not any Units were Transferred pursuant to this Section 6.5) other than any such claim that has been made in writing and delivered to the Company prior to the expiration of that twelve (12)-month anniversary.

(d) Non-Accredited Investors. Notwithstanding anything to the contrary in this Section 6.5, if the consideration proposed to be paid by the Tag-Along Transferee in a Tag-Along Sale includes securities with respect to which no registration statement covering the issuance of any such securities has been declared effective under the Securities Act, then each holder of Units participating in the Tag-Along Sale that is not then an Accredited Investor may be required, at the request and election of the Transferor, to (i) at the cost of the Company, appoint a “purchaser representative” (as that term is defined in Rule 501 under the Securities Act) reasonably acceptable to that Transferor; or (ii) agree to accept cash in lieu of any securities that holder would otherwise receive in an amount equal to the fair market value of those securities, as determined by the Board in its good faith reasonable judgment; provided, however, upon written request the Board shall provide any holder of Membership Interests all information reasonably related to the Board’s determination of fair market value.

(e) Company Cooperation. The Transferor shall have the right in connection with any Tag-Along Sale (or in connection with the investigation or consideration of any potential Tag-Along Sale) to require the Company to cooperate fully with potential acquirors in that prospective Tag-Along Sale by taking all customary and other actions reasonably requested by that Transferor or those potential acquirors, including making the Company’s properties, books and records, and other assets reasonably available for inspection by such potential acquirors, establishing a physical or electronic data room including materials customarily made available to potential acquirors in connection with those processes and making its employees reasonably available for presentations, interviews and other diligence activities, in each case subject to reasonable and customary confidentiality provisions. The Company shall provide assistance with respect to these actions as reasonably requested.

(i) Order of Priority. The drag-along right granted pursuant to Section 6.4 shall take precedence over and be in lieu of the tag-along right granted to the Members pursuant to this Section 6.5. This Section 6.5 shall apply if all of Transferor’s Units were not acquired by the Company or the other Members pursuant to Section 6.3.

6.6 Internal Restructure.

(a) Authority to Restructure. The Company, upon the approval of the Board and the Class A-1 Members holding a majority of the Class A-1 Units, may effect an Internal Restructure on any such terms as the Board and such Class A-1 Members in good faith deems advisable; provided, however, that the Board shall to the extent feasible effect any Internal Restructure in a manner which avoids creation of taxable income for the Company or any

Member, and each Member (and if applicable, the stockholders, members, partners, trustees or other equity owners of an entity or trust Member, as applicable) is treated equitably and incurs no personal liability with respect to that Internal Restructure and the rights of any Member shall not be disproportionately affected by such Internal Restructure without the consent of that Member. Each Member agrees that it will consent to and raise no objections to any such Internal Restructure, in accordance with this Section 6.6, that has been approved by the Board. Each Member hereby agrees that it will execute and deliver, at the Company’s expense, all agreements, instruments and documents as are required, in the good faith reasonable judgment of the Board (and not in conflict with this Section 6.6) to be executed by that Member in order to consummate the Internal Restructure while continuing in effect, to the extent consistent with that Internal Restructure, the terms and provisions of this Agreement, including, without limitation, relative equity ownership percentages among the holders of a Class of Units, relative pro rata distribution rights among the holders of a Class of Units, pre-emptive rights (except in connection with a Public Offering), those provisions granting the Board authority to manage the affairs of the Company, and granting certain Persons the right to nominate and cause the election of Managers, governing Transfers of Units or other equity securities and indemnification. It is the intent of the Members that an Internal Restructure is part of their investment decision with respect to Units of the Company. The Company and the Board shall attempt to structure the Internal Restructure in the most tax efficient manner possible in order to minimize any tax consequences on the Members; however, the Members acknowledge and agree that an Internal Restructure may have adverse tax consequences.

(b) Acknowledgement. The Members acknowledge that an Internal Restructure may be undertaken only in anticipation of a Public Offering of the Company or due to a change in applicable Law. Upon the consummation of an Internal Restructure, the surviving entity or entities shall assume or succeed to all of the outstanding debt and other liabilities and obligations of the Company. The governing instruments of the surviving entity shall incorporate the governance provisions of this Agreement as closely as practicable. All Members shall take any such actions as may be reasonably required and otherwise cooperate in good faith with the Company in connection with consummating an Internal Restructure (in accordance with this Section 6.6) including voting for or consenting thereto. No Member shall have any dissenters’ or appraisal rights in connection with any Internal Restructure conducted in accordance with this Section 6.6.

(c) Non-Accredited Investors. Notwithstanding anything to the contrary in this Section 6.6, if the Internal Restructure involves the issuance of any stock or other security in a transaction not involving a Public Offering and any Member otherwise entitled to receive securities in that Internal Restructure in exchange for the Units held thereby and that Member is not an Accredited Investor, then the Company may require each Member that is not an Accredited Investor (i) to receive solely cash in that transaction; (ii) to otherwise be cashed out (by redemption, retirement or otherwise) by the Company or any other Member prior to the consummation of that restructure; and/or (iii) to appoint a “purchaser representative” (as contemplated by Rule 506 of Regulation D of the Securities Act) selected by the Company with the intent being that any such Member that is not an Accredited Investor receive substantially the same value in cash that any such Member would have otherwise received in securities had any Member been an Accredited Investor.

(d) Power of Attorney. Pursuant to the power of attorney in Section 11.2(d), each Manager shall be entitled to swear, file, acknowledge, execute and document on behalf of any Member in order to effectuate and consummate the transactions contemplated by this Section 6.6.

6.7 Call Right and Forfeiture Provisions.

(a) Call Option and Forfeiture Provisions Applicable to Founders. Notwithstanding any other provision of this Agreement to the contrary,

(i) In the event a Founder’s employment with the Company and the Ranger IPO Entities is terminated by the Company for Cause,

(A) the Founder and such Member’s heirs, estate, legal representatives, Assignees and Permitted Transferees shall be a Member-Seller and such Member-Seller shall be deemed to have granted to the Company an option to purchase any or all of such Member-Seller’s Class A-1 Units, Class A-2 Units and Class D Units (which shall be such Member-Seller’s Called Interest for purposes of this Section 6.7), for a purchase price equal to the Fair Market Value (as defined below) for each Class A-1 Unit, Class A-2 Unit and Class D Unit and upon the terms set forth in this Section 6.7, and

(B) all of the Class B Units held by the Founder and his or her heirs, estate, legal representatives, successors, Assignees and Permitted Transferees shall be forfeited to the Company for no consideration.

(ii) In the event a Founder’s employment with the Company and the Ranger IPO Entities is voluntarily terminated by the Founder without Good Reason,

(A) the Founder and such Member’s heirs, estate, legal representatives, Assignees and Permitted Transferees shall, in the Founder’s sole and absolute discretion, be entitled to offer as a Member-Seller to sell to the Company such Member-Seller’s Class A-1 Units, Class A-2 Units and Class D Units (which shall be such Member-Seller’s Called Interest for purposes of this Section 6.7), for a purchase price equal to the Fair Market Value for each Class A-1 Unit, Class A-2 Unit and Class D Unit and upon the terms set forth in this Section 6.7, and

(B) one half (1/2) of the vested Class B Units, and all unvested Class B Units, held by the Founder and his or her heirs, estate, legal representatives, Assignees and Permitted Transferees shall be forfeited to the Company for no consideration.

(b) Call Option and Forfeiture Provisions Applicable to Other Class B Members. Notwithstanding any other provision of this Agreement to the contrary,

(i) In the event a Class B Member’s (other than a Founder) employment with or services to the Company and the Ranger IPO Entities are terminated by the Company for Cause,

(A) such Class B Member and such Member’s heirs, estate, legal representatives, Assignees and Permitted Transferees shall be a Member-Seller and such Member-Seller shall be deemed to have granted to the Company an option to purchase any or all of such Member-Seller’s Class A-1 Units, Class A-2 Units and Class D Units (which shall be such Member-Seller’s Called Interest for purposes of this Section 6.7), for a purchase price equal to the Fair Market Value (as defined below) for each Class A-1 Unit, Class A-2 Unit and Class D Unit and upon the terms set forth in this Section 6.7, and

(B) all of the Class B Units held by such Member and his or her heirs, estate, legal representatives, Assignees and Permitted Transferees shall be forfeited to the Company for no consideration.

(ii) In the event a Class B Member’s (other than a Founder) employment with or services to the Company and the Ranger IPO Entities are terminated by the Company without Cause,

(A) such Class B Member and such Member’s heirs, estate, legal representatives, Assignees and Permitted Transferees shall be a Member-Seller and such Member-Seller shall be deemed to have granted to the Company an option to purchase any or all of such Member-Seller’s Class A-1 Units, Class A-2 Units and Class D Units (which shall be such Member-Seller’s Called Interest for purposes of this Section 6.7), for a purchase price equal to the Fair Market Value for each Class A-1 Unit, Class A-2 Unit and Class D Unit and upon the terms set forth in this Section 6.7, and

(B) such Class B Member and such Member’s heirs, estate, legal representatives, Assignees and Permitted Transferees shall be a Member-Seller and such Member-Seller shall be deemed to have granted to the Company an option to purchase any or all of such Member-Seller’s vested Class B Units (which shall be such Member-Seller’s Called Interest for purposes of this Section 6.7), for a purchase price equal to the Fair Market Value for each Class B Unit and upon the terms set forth in this Section 6.7.

(iii) In the event a Class B Member’s (other than a Founder) employment with or services to the Company and the Ranger IPO Entities are voluntarily terminated by such Member without Good Reason,

(A) such Class B Member and such Member’s heirs, estate, legal representatives, Assignees and Permitted Transferees shall be a Member-Seller and such Member-Seller shall be deemed to have granted to the Company an option to purchase any or all of such Member-Seller’s Class A-1 Units, Class A-2 Units and Class D Units (which shall be such Member-Seller’s Called Interest for purposes of this Section 6.7), for a purchase price equal to the Fair Market Value for each Class A-1 Unit, Class A-2 Unit and Class D Unit and upon the terms set forth in this Section 6.7, and

(B) all of the Class B Units held by such Member and his or her heirs, estate, legal representatives, successors, Assignees and Permitted Transferees shall be forfeited to the Company for no consideration.

(iv) In the event a Class B Member’s (other than a Founder) employment with or services to the Company and the Ranger IPO Entities are voluntarily terminated by such Member for Good Reason,

(A) such Class B Member and such Member’s heirs, estate, legal representatives, Assignees and Permitted Transferees shall be a Member-Seller and such Member-Seller shall be deemed to have granted to the Company an option to purchase any or all of such Member-Seller’s Class A-1 Units, Class A-2 Units and Class D Units (which shall be such Member-Seller’s Called Interest for purposes of this Section 6.7), for a purchase price equal to the Fair Market Value for each Class A-1 Unit, Class A-2 Unit and Class D Unit and upon the terms set forth in this Section 6.7, and

(c) Call Option Applicable to Non-Employee Class A-2 Members. Notwithstanding any other provision of this Agreement to the contrary, if any of the events or circumstances described in clauses (d), (e) and (f) of the definition of Cause herein shall apply to a non-employee Class A-2 Member, such Member and such Member’s heirs, estate, legal representatives, successors, Assignees and Permitted Transferees shall be a Member-Seller and such Member-Seller shall be deemed to have granted to the Company an option to purchase any or all of such Member’s Class A-1 Units, Class A-2 Units and Class D Units (which shall be such Member-Seller’s Called Interest for purposes of this Section 6.7), for a purchase price equal to the Fair Market Value for each Class A-1 Unit, Class A-2 Unit and Class D Unit and upon the terms set forth in this Section 6.7.

(d) Call Option and Forfeiture Provisions Applicable to All Class A-2 Members and Class B Members. Notwithstanding any other provision of this Agreement to the contrary, in the event a Class A-2 Member or Class B Member materially breaches the restrictive covenants provided in Section 7.8(b), Section 7.8(c), Section 7.8(d) or Section 7.8(e),

(i) Such Member and such Member’s heirs, estate, legal representatives, successors Assignees and Permitted Transferees shall be a Member-Seller and such Member-Seller shall be deemed to have granted to the Company an option to purchase any or all of such Member-Seller’s Class A-1 Units, Class A-2 Units and Class D Units (which shall be such Member-Seller’s Called Interest for purposes of this Section 6.7), for a purchase price equal to the Fair Market Value (as defined below) for each Class A-1 Unit, Class A-2 Unit and Class D Unit and upon the terms set forth in this Section 6.7, and

(ii) all of the Class B Units held by such Member and his or her heirs, estate, legal representatives, Assignees and Permitted Transferees shall be forfeited to the Company for no consideration.

(e) Election to Purchase Called Interest. Whenever the Company shall elect to purchase a Called Interest pursuant to Section 6.7(a), Section 6.7(b), Section 6.7(c), or Section 6.7(d), the Company shall provide written notice of its desire to purchase the Called Interest for the price and upon the terms set forth in Section 6.7(f) within sixty (60) days the Company becomes aware of the event triggering the Company’s right to purchase the Called Interest (the “Call Notice Date”). If the Company does not give the notice described in the immediately preceding sentence by the Call Notice Date, then the Company’s right to purchase the Called Interest under this Section 6.7 shall lapse. The Call Notice Date shall be suspended until the Fair Market Value (as defined below) of the Called Interest is determined pursuant to this Agreement. Any Class A-1 Units, Class A-2 Units, Class B Units and Class D Units not acquired pursuant to this Section 6.7 shall remain subject to all of the provisions of this Agreement.

(f) Purchase Price and Closing. The purchase price for the Called Interest (the “Called Purchase Price”) shall be payable in cash by wire transfer within nine (9) months after the Call Notice Date (the “Call Closing”). At the Call Closing, the Member-Seller shall transfer the Called Interest to the Company free and clear of all liens and encumbrances and shall execute and deliver an assignment of all such Member-Seller’s right, title and interest in and to such Called Interest to the Company in the form attached hereto as Exhibit D. For purposes of this Agreement, “Fair Market Value” means the fair market value of the applicable Called Interest with no lack of control, minority interest or other discount, determined (i) as agreed upon by the Board and the Member-Seller within fifteen (15) days after the date that the Member-Seller receives written notice from the Company of its exercise of its rights under this Section 6.7, (ii) failing such agreement in subsection (i), as determined by the Board, including the vote of at least one Management Manager, within fifteen (15) days after the fifteen (15) day period above or, (iii) failing such agreement in subsection (i) and a determination by the Board as provided in subsection (ii), as determined by an independent appraiser with at least 10 years’ experience valuing energy companies (the “Appraiser”) engaged at the direction of the Board. The determination of the Fair Market Value of the Called Interest in accordance with this Section 6.7(f) shall be final, conclusive and binding on the Company and the Member-Sellers. The Appraiser shall determine the Fair Market Value of a Called Interest based upon the amount the Member-Seller would receive under a hypothetical sale of all the assets of the Company at fair market value followed by a liquidating distribution of such proceeds to the Members pursuant to Section 10.2 (without including tax distributions to any Member under Section 5.4 in such calculation). The Company and the Member-Seller shall each pay for one half (1/2) of the cost of the Appraiser.

(g) Power of Attorney. Upon compliance with the terms of this Section 6.7, pursuant to the power of attorney in Section 11.2(d), each Manager shall be entitled to swear, file, acknowledge and execute the assignment in the form attached hereto as Exhibit D on behalf of any Member in order to effectuate and consummate the transactions in compliance with and as contemplated by this Section 6.7.

(h) Assignment of Call Option. To the extent not exercised by the Company, the Company shall assign the right to purchase the Called Interest pursuant to this Section 6.7 to CSL Energy at any time and from time to time without notice to the other Members.

(i) Class C-1 Units and Class C-2 Units. All Class C-1 Units and Class C-2 Units shall on issuance be fully vested and not subject to forfeiture or repurchase or redemption pursuant to this Section 6.7 by the Company without the prior written consent of the applicable Class C-1 Member or Class C-2 Member.

6.8 Marital Dissolution or Legal Separation.

(a) In connection with the dissolution of a natural person Member’s marriage or the legal separation of a Member and the Member’s spouse, the Member shall have the right, first, and then the Company shall have the right, second (each, a “Special Purchase Right”) to give written notice to the Member’s spouse of its exercise of its right to purchase from the Member’s spouse, in accordance with the provisions of this Section 6.8, all or any portion of the Units which were awarded to such spouse in the spouse’s divorce from the Member or legal separation from the Member.

(b) A Member shall promptly provide the Company with written notice (the “Dissolution Notice”) of (i) the entry of any judicial decree or order resolving the property rights of such Member and such Member’s spouse in connection with their marital dissolution or legal separation (and may redact any parts not pertaining to the Units) or (ii) the execution of any contract or agreement relating to the distribution or division of such property rights (and may redact any parts not pertaining to the Units). The Dissolution Notice shall be accompanied by a copy of the actual decree or order of dissolution or contract or agreement between such Member and such Member’s spouse which provides for the award to the spouse of one or more Units in settlement of any community property or other marital property rights such spouse may have in such Units (and may redact any parts not pertaining to the Units).

(i) Upon the occurrence of the dissociation of a Member as described in Section 3.12 above, the Company shall have a right (also a “Special Purchase Right”) to purchase from the Dissociated Member, in accordance with the provisions of this Section 6.8, all or any portion of the Units of such Dissociated Member.

(ii) A Member or the authorized representative of such Member or its estate shall promptly provide the Company with written notice (the “Dissociation Notice”) upon the occurrence of an event causing it to become a Dissociated Member. The Dissociation Notice shall be accompanied by a copy of the applicable death certificate, a file-marked copy of the Bankruptcy petition filing or similar court record verifying the Bankruptcy occurrence, or certified record of dissolution. The Dissociated Member shall thereafter provide sufficient documentation as reasonably requested by the Company to permit the Company to exercise its Special Purchase Right as described herein.

(d) Exercise of the Special Purchase Right.

(i) A Special Purchase Right granted under Section 6.8 shall be exercisable by delivery of written notice (the “Special Purchase Notice”) to the Member and

Member’s spouse (in the case of Section 6.8(a)), or the Dissociated Member (in the case of Section 6.8(b)), within 45 days after the Company’s receipt of the Dissolution Notice or the Dissociation Notice, as applicable, and the Member in such divorce or legal separation shall have 20 days to give a Special Purchase Notice electing to purchase all or any portion of the applicable Units, and then the Company shall have an additional 25 days after the expiration of such 20 day period to give a Special Purchase Notice so long as in the Special Purpose Notice(s) all and not less than all of the applicable Units are elected to be purchased. The Special Purchase Notice shall indicate the number of Units to be purchased by the Member (in a legal separation or divorce) and/or the Company, the date such purchase is to be effected (such date to be not less than five (5) Business Days, nor more than fifteen (15) Business Days, after the date of the applicable selling party’s receipt of the Special Purchase Notice(s)) and the determination of Fair Market Value to be paid for such Units; provided, that if clause (iii) of the definition of Fair Market Value shall be used to determine the Fair Market Value, the Company and such selling spouse or Dissociated Member shall each pay one half (1/2) of the cost of the Appraiser. The Member (or Member’s spouse, to the extent such spouse has physical possession of the Units) or the Dissociated Member, as applicable, shall, prior to the close of business on the date specified for the purchase, deliver to the Company the certificates, if any, representing the Units to be purchased. The Company shall, concurrently with the receipt of the certificates or the assignment agreement in the form attached hereto as Exhibit D, pay to the Member’s spouse or Dissociated Member, as applicable, (in cash by wire transfer) an amount equal to the Fair Market Value specified for such Units in the Special Purchase Notice.

(ii) The Company may assign its Special Purchase Right to the Class A-1 Members in its sole discretion without the consent of the affected Member, such Member’s spouse or the Dissociated Member; provided that in the case of a Special Purchase Right arising pursuant to Section 6.8(a), the Company shall first offer the Special Purchase Right to the affected Member prior to offering the Special Purchase Right to the Class A-1 Members.

(iii) The Special Purchase Right shall lapse to the extent the Special Purchase Right is not timely exercised in accordance with this Section 6.8.

6.9 Specific Performance. Each Member acknowledges that it shall be inadequate or impossible, or both, to measure in money the damage to the Company or the Members, if any of them or any transferee or any legal representative of any party hereto fails to comply with any of the restrictions or obligations imposed by this Article 6, that every such restriction and obligation is material, and that in the event of any such failure, the Company or the Members shall not have an adequate remedy at Law or in damages. Therefore, each Member consents to the issuance of an injunction or the enforcement of other equitable remedies against such Member at the suit of an aggrieved party without the posting of any bond or other security, to compel specific performance of all of the terms of this Article 6 and to prevent any Transfer of Membership Interests in contravention of any terms of this Article 6 and waives any defenses thereto, including the defenses of (a) failure of consideration, (b) breach of any other provision of this Agreement; and (c) availability of relief in Damages.

6.10 Termination Following Public Offering. Notwithstanding anything to the contrary in this Article 6, the provisions of this Article 6 shall terminate and be of no further force or effect upon the consummation of a Public Offering.

6.11 Substitute Member. No Assignee shall have the right to become a substitute Member (a “Substitute Member”) upon Transfer of any Units to it unless all the following conditions are satisfied:

(a) Documents. The Member and the Assignee shall have executed and acknowledged such other instruments and taken such other action as the Board shall deem reasonably necessary or desirable to effect such substitution, including, without limitation, the execution by the Assignee of a joinder agreement in a form and substance satisfactory to the Board;

(b) Conditions. The conditions set forth in Section 6.1 shall have been satisfied, and, if requested by the Board, the Member or the Assignee shall have obtained an opinion of counsel satisfactory to the Board; and

(c) Payment. The Member or the Assignee shall have paid to the Company such amount of money as is sufficient to cover all expenses incurred by or on behalf of the Company in connection with such substitution.

6.12 Assignee’s Rights.

(a) In General. Unless an Assignee becomes a Substitute Member in accordance with the provisions of Section 6.11, it shall not be entitled to any of the rights (including voting rights) granted to a Member hereunder or under the Act, other than the right to receive the share of distributions and allocations attributable to a Member’s Units to which its assignor would otherwise be entitled.

(b) Transfer. Any Member that Transfers all of its Units pursuant to this Agreement shall cease to be a Member.

6.13 Tax Matters. On the Transfer of all or part of any Units, at the request of the Assignee of the Units, the Board may cause the Company to elect, pursuant to Code Section 754 to adjust the tax basis of the properties of the Company as provided by Code Sections 734 and 743.

6.14 Ranger Reorganization.

(a) Authority. The Company may enter into and perform all of its obligations under the Master Reorganization Agreement and take other actions it deems necessary to give

effect to the series of restructuring transactions (the “Ranger Reorganization”) described in the Master Reorganization Agreement.

(c) Power of Attorney. Pursuant to, and in addition to, the power of attorney in Section 11.2(d), each Member irrevocably makes, constitutes and appoints each Manager, acting individually or collectively, as its true and lawful agent and attorney-in-fact, with full power of substitution and full power and authority in its name, place and stead, to make, execute, sign, acknowledge, swear to, record and file all instruments required or necessary to effectuate and consummate the Ranger Reorganization (including the Master Reorganization Agreement) or as are otherwise required or necessary to facilitate the Ranger IPO, in each case, in accordance with this Agreement.

(d) Amendment. Effective immediately prior to the first public issuance of shares of PubCo’s Class A common stock in connection with the Ranger IPO, (i) the following shall be deemed deleted from this Agreement and have no further force or effect: Section 4.4, Section 4.5, Section 6.6, Section 7.7(a), Section 8.3, Section 9.3, all references to the vote of a Management Manager, and any defined terms in Exhibit A related solely to such deletions; (ii) Sections 7.1 to Section 7.6 shall be replaced with Annex A; and (iii) all references to “Board” or “a Manager” shall be replaced with “the Managing Member,” along with any other changes that the context requires.

ARTICLE 7

MANAGEMENT

7.1 Management Under Direction of the Board. Subject to the rights of the Class A-1 Members, Class A-2 Members and Management Managers to consent to or approve certain matters as expressly provided in Section 7.2 and in Section 7.6, and subject to Section 11.2, the business and affairs of the Company shall be managed and controlled by a board of Managers (the “Board”), and the Board shall, subject to the terms of this Agreement, have full and complete discretion to manage and conduct the business and affairs of the Company, to make all decisions affecting the business and affairs of the Company and to take all such actions as it deems necessary, advisable or appropriate to accomplish the purposes of the Company as set forth in Section 2.5. Notwithstanding the foregoing, no Manager in his or her individual capacity shall have the authority to manage the Company or approve matters relating to, or otherwise to bind the Company, such powers being reserved to the Managers acting pursuant to this Section 7.1 through the Board and to such agents of the Company as designated by the Board. The Board may delegate authority to the

Officers, except that in each instance, the Board must approve the matters set forth in Section 7.6, and the Board or a specific Manager must approve matters expressly stated as requiring such Board or Manager consent elsewhere in this Agreement.

7.2 Board.

(a) Composition; Initial Managers. Subject to the remaining provisions of this Article 7, the Board shall consist of six (6) natural persons designated as Managers who need not be Members or residents of the State of Delaware and whom shall be designated as follows:

(i) two (2) members of the Board shall be the then-current Chief Executive Officer and Chief Financial Officer of the Company (each, a “Management Manager”);

(ii) one (1) member of the Board shall be designated by the Members owning a majority of the outstanding Class A-2 Units (a “Class A-2 Manager”);

(iii) three (3) members of the Board shall be designated by the Members owning a majority of the outstanding Class A-1 Units (each, a “Class A-1 Manager”);

A Person or group of Persons entitled to designate or nominate a Manager may do so at any time by written notice to the Company. Each Manager shall serve in such capacity until such Manager’s successor has been elected and qualified or until such individual’s death, resignation or removal. The initial Board shall consist of the individuals listed on Exhibit B as of the date hereof and the Board shall amend Exhibit B, without the consent of any other Person, as necessary from time to time to accurately reflect the information contained therein.

(b) Removal. Managers may only be removed as follows:

(i) Any Management Manager shall automatically be removed as a Manager at such time as such person no longer serves as the Chief Executive Officer or Chief Financial Officer of the Company;

(ii) The Class A-2 Manager may be removed as a Manager with or without cause only by the vote or consent of the Members owning a majority of the Class A-2 Units; and

(iii) Any Class A-1 Managers may be removed as a Manager with or without cause only by the vote or consent of the Members owning a majority of the outstanding Class A-1 Units.

(c) Resignations. A Manager may resign at any time. Any such resignation shall be in writing and shall take effect at the time specified therein or, if no time is specified, at the time of its receipt by the Company. The acceptance of a resignation shall not be necessary to make it effective unless expressly so provided in the resignation.

(d) Vacancies. In the event that a vacancy is created on the Board by the death, disability, retirement, resignation or removal of any Manager other than a Management Manager, that vacancy shall be filled only by consent of the Member or Members then entitled to designate that Manager pursuant to Section 7.2(a).

(e) Votes per Manager; Quorum; Required Vote for Board Action. Each Management Manager and Class A-2 Manager shall have one vote per Manager. Each Class A-1 Manager shall have the number of votes equal to the quotient obtained by dividing (i) six, by (ii) the number of Class A-1 Managers then serving on the Board. Unless otherwise required by this Agreement, Managers having at least eight (8) votes either present (in person or by teleconference) or represented by proxy, shall constitute a quorum for the transaction of business at a meeting of the Board. Except as expressly provided in this Agreement, the affirmative vote of Managers casting a majority of votes entitled to be cast by all Managers shall be the act of the Board.

(f) Place of Meetings; Order of Business. The Board may hold its meetings and may have an office and keep the books of the Company, except as otherwise provided by Law, in such place or places, within or without the State of Delaware, as the Board may from time to time determine by resolution. At all meetings of the Board, business shall be transacted in such order as shall from time to time be determined by resolution of the Board.

(g) Regular Meetings. Regular meetings of the Board shall be held at such times and places as shall be designated from time to time by resolution of the Board. Notice of any such regular meetings shall not be required if held at the times and places set forth in the relevant resolution and that resolution has been provided to each Manager.

(h) Special Meetings. Special meetings of the Board may be called by any Manager or Managers having at least two votes on at least twenty-four (24) hours’ notice given by personal delivery, facsimile or electronic mail to each Manager at the address, facsimile number or electronic mail address set forth on Exhibit B or otherwise provided by such Manager in writing, which notice must include appropriate dial-in information to permit each Manager to participate in such meeting by means of telephone conference. Any such notice shall state the purpose or purposes of such meeting.

(i) Compensation. All of the Managers shall be entitled to reimbursement for reasonable out-of-pocket expenses in attending meetings of the Board.

(j) Action Without a Meeting. Any action required or permitted to be taken at a meeting of the Board may be taken without a meeting and without a vote if a consent or consents in writing, setting forth the action so taken, is signed by Managers having not fewer than the minimum number of votes that would be necessary to take the action at a meeting of the Board at which all Managers entitled to vote on the action were present and voted; provided, all Managers shall be given written notice twenty-four or more hours in advance of the effectiveness of any such written consent in lieu of a Board meeting, which notice shall be waived if such consent is executed by each Manager entitled to vote, and provided with a copy of such draft written consent; provided, further, that if the consent of the Management Manager is required for such action to be taken at a meeting, then a Management Manager’s consent shall be required for

such action to be taken by written consent in lieu of a meeting. Notice of actions taken by written consent in lieu of a meeting of the Board shall be delivered to the Managers not joined in such written consent as promptly as reasonably practicable following the date the requisite consent is obtained. Any action required or permitted to be taken at a meeting of any committee of the Board may be taken without a meeting and without a vote if a consent or consents in writing, setting forth the action so taken, is signed by all of the members of such committee. To be effective any document that is intended to evidence the written consent of the Board or of a committee of the Board must expressly state that it is a written consent of the Board or of a committee of the Board, as applicable, and must expressly reference this Section 7.2(j).

(k) Telephonic Conference Meeting. Subject to the requirement for notice of meetings, Managers may participate in a meeting of the Board or any committee of the Board by means of a conference telephone or similar 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 Manager 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.

(l) Waiver of Notice Through Attendance. Attendance of a Manager at any meeting of the Board or any committee of the Board (including by telephone) shall constitute a waiver of notice of such meeting, except where that Manager attends 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 and notifies the other Managers at that meeting of that purpose.

(m) Reliance on Books, Reports and Records. Each Manager 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 Company by any of its Officers or by an independent certified public accountant or by an appraiser selected with reasonable care by the Board, or in relying in good faith upon other records of the Company.

7.3 Managers’ Standard of Care.

(a) Fiduciary Standard. In discharging their duties as managers (within the meaning of the Act) of the Company, the Managers shall be subject to fiduciary duties analogous to the duties imposed upon directors of a corporation under the Delaware General Corporation Law and applicable Delaware Law as applied to Delaware corporations in addition to exercising good faith and fair dealing in carrying out their several duties and obligations provided in this Agreement and in dealings with respect to the Company and its affairs. For the avoidance of doubt, such fiduciary duties shall run in favor of the Company and its Members, and such duties shall include, without limitation, the duty of loyalty and the duty of care. Whenever in this Agreement the Managers are permitted or required to act in their discretion, the Managers shall nevertheless act under such standards imposed by this Section 7.3(a), subject to the fiduciary safe harbor provisions of Section 7.3(b), and shall not be subject to any other or different standards imposed by this Agreement or any other agreement contemplated herein or by relevant provisions of Law or in equity or otherwise.

(b) Fiduciary Safe Harbor. Notwithstanding Section 7.3(a) and any applicable Law to the contrary,

(i) no transaction or contract between the Company, on the one hand, and a Member or Manager or their Affiliates, on the other hand, or in which a Member or Manager or any of their Affiliates has a financial interest, shall constitute a breach of the fiduciary duty of the applicable Manager(s), and such Manager(s) shall have conclusively fulfilled, satisfied and discharged their fiduciary duties to the Company and all Members, if (A) such transaction or contract is approved by a majority of the disinterested members of the Board, or (B) the Company shall obtain a written fairness opinion indicating that such transaction or contract is fair to the Company and its Members from an investment banking firm of reputable standing selected by the Board, including at least one (1) disinterested Manager, and

(ii) in the event the “entire fairness” or “fairness” test under applicable Delaware Law shall apply to any transaction or contract not described in subsection (i) above, the Managers shall not be in breach of, and shall have conclusively fulfilled, satisfied and discharged their fiduciary duties to the Company and all Members if the Company obtains a written fairness opinion indicating that such transaction is fair to the Company and its Members from an investment banking firm of reputable standing selected by the Board, including at least one (1) Management Manager. For the avoidance of doubt, in the event a transaction or contract would apply to both Section 7.3(b)(i) and Section 7.3(b)(ii), Section 7.3(b)(i), and not Section 7.3(b)(ii), shall apply.

To the extent applicable Law, any provision of this Agreement, any other agreement relating to the Company implicitly or explicitly imposes a different standard or duties on the Managers, the provisions of this Section 7.3(b), to the fullest extent permitted by applicable Law, including Section 18-1101(c) of the Act, are agreed by the Members to replace such standard and duties. The Managers are entitled to rely on this Section 7.3(b) and shall incur no liability whatsoever in connection with any transaction or contract approved in the manner provided by this Section 7.3(b).

7.4 Officers.

(a) Generally. The Company may have such officers (the “Officers”) as the Board may appoint, including, without limitation, a Chief Executive Officer and Chief Financial Officer at all times, and such Officers shall have the power, authority and duties described by resolution of the Board. The Board may remove any Officer with or without cause at any time; provided, however, any such removal shall be without prejudice to the contractual rights, if any, of the Officer so removed. Election or appointment of an Officer shall not of itself create contractual rights. Any such Officers may, subject to the general direction of the Board, have responsibility for the management of the normal and customary day-to-day operations of the Company, and act as “agents” of the Company in carrying out such activities. Officers may be compensated on such terms as are determined by the Board. Any Officer may resign at any time. Any such resignation shall be in writing and shall take effect at the time specified therein or, if no time is specified, at the time of its receipt by the Board. The acceptance of a resignation shall

not be necessary to make it effective unless expressly so provided in the resignation. In the event an Officer is removed from his or her position in accordance with this Section 7.4 or dies, becomes disabled, or resigns, a replacement for such person may only be appointed by the Board.

(b) General Authority of Officers. Except as expressly provided otherwise in this Agreement, the Officers shall have delegated authority from the Board for conducting the day-to-day business of the Company, including the authority to:

(i) manage the daily affairs, business operations and properties of the Company (including the opening, maintaining and closing of bank accounts and drawing checks or other orders for the payment of monies in the ordinary course of business) and, in connection therewith, bind the Company and otherwise act as its agent;

(ii) take any action and execute any agreement consistent with the Annual Budget then in effect and approved by the Board;

(iii) expend Company funds in connection with operating the business of the Company;

(iv) collect all amounts due to the Company and contest and exercise the Company’s right to collect such amounts;

(v) to the extent that funds of the Company are available therefor, pay as they become due, all obligations of the Company;

(vi) employ and dismiss from employment any and all employees (other than another Officer) and appoint and remove agents, consultants and independent contractors, in each case in the ordinary course of business; and

(vii) acquire, hold, manage, own, sell, transfer, convey, assign, exchange or otherwise dispose of assets of the Company.

7.5 Members. Except for the right to consent to or approve certain matters as expressly provided in Section 7.2, Section 7.6 or Section 11.2, the Members in their capacity as Members shall not have any power or authority to manage the business or affairs of the Company or to bind the Company or enter into agreements on behalf of the Company. To the fullest extent permitted by Law and notwithstanding any provision of this Agreement or any other Transaction Document to the contrary, no Member in its capacity as a Member shall have any duty, fiduciary or otherwise, to the Company or any other Member in connection with the business and affairs of the Company or any consent or approval given or withheld pursuant to this Agreement or any other Transaction Document. Nothing in this Agreement will be deemed to alter the contractual obligations of the Company to a Member or a Member to another Member or the Company pursuant to the Transaction Documents. Except as otherwise expressly provided in this Agreement, Members shall have no voting rights or rights of approval, veto or consent or similar rights over any actions of the Company and any references in this Agreement to any of the

foregoing terms shall be deemed to include each other term. Any matter requiring the consent or approval of any of the Members pursuant to this Agreement may be taken without a meeting, without prior notice and without a vote, by a consent in writing, setting forth such consent or approval, and signed by the holders of not less than the minimum number of outstanding Units necessary to consent to or approve such action, and if the consent of a specific class or series of Units under this Agreement is required, then the consent or approval of not less than the minimum number of outstanding Units of such class or series of Units as required by this Agreement must be so executed to constitute the act of such class or series of Units. Prompt notice of such consent or approval shall be given by the Company to those Members who have not joined in such consent or approval within three (3) Business Days.

7.6 Matters Requiring Board and Class A-1 Member Approval.

(a) Board and Class A-1 Member Approval. Notwithstanding anything in this Agreement to the contrary, the following actions by the Company or any of its Subsidiaries shall require the approval of the Board as well as the approval of the Class A-1 Members holding a majority of the outstanding Class A-1 Units:

(i) any transaction, contract, agreement or arrangement by the Company with any of its Affiliates;

(ii) any issuances or repurchases of Units (other than the Units issued pursuant to Section 3.4);

(iii) any Transfers of Units by any Member other than a Permitted Transfer;

(iv) the adoption or amendment by the Company of employee benefit or welfare plans;

(v) any acquisition or disposition of assets or properties of the Company in any single transaction, or a series of related transactions, outside of the ordinary course of business;

(vi) the commencement or settlement by the Company of any material claim, arbitration or litigation;

(vii) the election or removal of any officers of the Company;

(viii) the enforcement or waiver of any non-competition or non-solicitation covenant of any Employee or former Employee;

(ix) any increase or decrease in the size of the Board;

(x) any incurrence, guarantee or issuance by the Company of any indebtedness or loans, individually or in the aggregate, in excess of $500,000 other than trade payables incurred in the ordinary course of the operations of the Company;

(xi) any amendment to this Agreement;

(xii) the methodology by which Sections 4.4(f) and 4.5(e) are implemented;

(xiii) entering into any merger or other business combination or a sale of all or substantially all of the Company’s assets, including pursuant to a Drag-Along Transaction or in connection with a Public Offering;

(xiv) the liquidation of the Company or any of its Subsidiaries, except pursuant to a Drag-Along Transaction;

(xv) registration of any securities of the Company with the Securities and Exchange Commission, other than in connection with a Public Offering;

(xvi) the forming of any Subsidiary or entering into any partnership or joint venture;

(xvii) any voluntary change in the characterization of the Company for tax purposes;

(xviii) any adoption or material modification of the Company’s Annual Budget, and any capital or operating expenditure that is not consistent with the then current Annual Budget approved by the Board;

(xix) any cash distributions;

(xx) any distributions of property, other than cash;

(xxi) any compensation and/or other employment benefits by the Company to officers, including the adoption of an equity incentive plan;

(xxii) the entering into, amendment or termination by the Company of any contracts with consideration of more than $500,000 over the term of such agreement;

(xxiii) any change in the Company’s experts, including its independent public accountants;

(xxiv) a change in the principal business of the Company, entering new lines of business or existing the current line of business;

(xxv) the formation of or delegation of responsibility to any committee of the Board, and the designation from among the members of the Board of the persons authorized to serve on such committee; and

(xxvi) any other action requiring Board approval hereunder.

For the avoidance of doubt, any expenditure approved in the Annual Budget shall not require a second approval when any such expenditure is actually incurred in the relevant Fiscal Year.

(b) Notwithstanding anything to the contrary in this Agreement, the following actions by the Company or any of its Subsidiaries shall require the approval of the Board, including the approval of at least one (1) Management Manager:

(i) Entering into or amending any transaction, contract, agreement or arrangement by the Company with any of its Affiliates, including any Class A-1 Member or its Affiliates, other than with respect to the Master Reorganization Agreement and as otherwise provided for or contemplated herein;

(ii) Creating any committee of the Board; or

(iii) Eliminating the Management Managers or the Class A-2 Manager positions on the Board or their respective voting and consent rights in this Agreement.

(c) Acknowledgement and Release. Notwithstanding anything in this Agreement or any other Transaction Document to the contrary, each of the Company, the Managers and the Members acknowledges and agrees that each Member, in its capacity as a Member, and such Member’s Affiliates (other than a Manager acting in such capacity) (each, a “Released Party”), may decide or determine any matter subject to such Released Party’s approval pursuant to Section 7.6(a) or any other provision of this Agreement or otherwise, in such Released Party’s sole and absolute discretion, and in making such decision or determination such Released Party shall have no duty, fiduciary or otherwise, to any other such Released Party or to the Company, it being the intent of all such Released Parties that each such Released Party, in its capacity as a Member, have the right to make any such determination solely on the basis of such Released Party’s own interests and have no duty or obligation to give any consideration to any other interest or factors whatsoever. Each of the Company, the Managers and the Members hereby agrees that any claims against, actions, rights to sue, other remedies or other recourse to or against such Released Parties or any of their respective Affiliates (other than Managers acting in such capacity) for or in connection with any such decision or determination, in each case whether arising in common law or equity or created by rule of Law, statute, constitution, contract (including this Agreement or any other Transaction Document) or otherwise, are in each case expressly released and waived by the Company and each such Released Party, to the fullest extent permitted by Law, as a condition of, and as part of the consideration for, the execution of this Agreement, the other Transaction Documents and any related agreement, and the incurring by such Released Parties of the obligations provided in such agreements; provided, however, nothing contained herein shall release or otherwise prevent any such Released Party from asserting a claim against another such Released Party with respect to a violation of the implied contractual covenant of good faith and fair dealing implied by the Act, fraud or with respect to any breach or violation of any representation, warranty, covenant or agreement set forth in any Transaction Document, employment agreement or any Award Agreement.

7.7 Outside Businesses and Opportunities.

(a) Members. Except as contemplated pursuant to the Ranger Reorganization and the Ranger IPO, each Class A-1 Member, each Class A-2 Member that holds Class B Units (including in all cases the person serving as the Class A-2 Manager), each Class B Member, each Class C-1 Member, each Class C-2 Member and each Class D Member agrees to refer all business opportunities relating to the Business (each, a “Company Opportunity”) to the Company and to not pursue any such opportunity for his, her or its account without approval of the Board and the Class A-1 Members holding a majority of the Class A-1 Units.

(b) Class B Members.

(i) The Company and the Members hereby agree that each Class B Member and each Officer’s duties or limitations with respect to the Company or its Subsidiaries shall be those duties and limitations (including fiduciary duties) that would be applicable if such Class B Member or Officer were an officer in a corporation organized under the Laws of the State of Delaware (which had not adopted language specifically modifying or renouncing applicable duties with respect to corporate or business opportunities) except to the extent modified herein.

(ii) Each Class B Member agrees during the Non-Competition Period to refer all business opportunities relating to each Company Opportunity to the Company, its Subsidiaries and, after the Ranger IPO, the Ranger IPO Entities and to not pursue any such opportunity for his or her account.

(iii) The Members acknowledge and agree that the Investor Members have made Capital Contributions to the Company and agreed to the Company’s issuance of Units to the Class B Member in reliance upon the Class B Members not pursuing Company Opportunities for the account of themselves or any other Person other than the Company, its Subsidiaries and, after the Ranger IPO, the Ranger IPO Entities during the Non-Competition Period.

7.8 Restrictive Covenants.

(a) Confidential Information Acknowledgment. In Section 3.11, the Company promised to provide each Member with Confidential Information. Each Member recognizes and agrees that: (i) the Company has devoted a considerable amount of time, effort, and expense to develop its Confidential Information and business goodwill; (ii) the Confidential Information and the Company’s business goodwill are valuable assets to the Company; and (iii) any unauthorized use or disclosure of the Company’s Confidential Information would cause irreparable harm to the Company for which there is no adequate remedy at law, including damage to the Company’s business goodwill. Each Member also agrees and acknowledges that the Company is providing him, her or it with a Membership Interest pursuant to this Agreement. For these reasons, and the additional consideration set forth in this Agreement, each Member agrees that to protect the

Company’s Confidential Information and business goodwill, it is necessary to enter into the following restrictive covenants.

(b) Non-Competition. Each Member that is an Employee agrees that during such employment and for 18 months following termination of such employment, and each other Member (other than Employees) agrees that until the earlier to occur of (i) 18 months after the date such Member no longer has a Membership Interest and (ii) twelve (12) months following the consummation of a Drag-Along Transaction (as applicable, the “Non-Competition Period”), except for Permitted Activities, such Member will not, directly or indirectly, either 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 the Company, its Subsidiaries, PubCo (and any successor or assign of PubCo) or any of its subsidiaries, 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 Business in the Restricted Area. Accordingly, except for any Permitted Activities, such Member, without the prior written consent of the Board and the Class A-1 Members holding a majority of the Class A-1 Units, agrees not to during the Non-Competition Period (A) establish, engage in, invest in or provide services for any Business in the Restricted Area; (B) solicit business for or on behalf of any person, business entity, or endeavor operating, or preparing to operate, any Business in the Restricted Area; or (C) engage in or contributes his, her or its knowledge to any employment, work, business, or endeavor which would require such Member to use or disclose the Company’s Confidential Information. Notwithstanding the foregoing to the contrary, nothing in this Agreement shall be deemed to prohibit any Member from directly or indirectly owning or acquiring, solely as a passive investment, securities of a mutual fund in which such Member has no management control or securities of any entity traded on a Recognized Securities Exchange if such Member is not a controlling person of or a member of a group which controls such entity and does not, directly or indirectly, own beneficially or of record more than one percent (1.0%) of any class of securities of such Person.

(c) No-Recruitment. Each Member agrees that during the Non-Competition Period, such Member will not, individually or as a principal, partner, stockholder, member, manager, agent, consultant, contractor, employee, lender, investor, or as a director or officer of any Entity (other than the Ranger IPO Entities), or in any other manner or capacity whatsoever, directly or indirectly, hire, solicit, induce, recruit encourage to leave or cease their employment with the Company, its Subsidiaries or any of the Ranger IPO Entities or leave or cease their contract for services with the Company, its Subsidiaries or any of the Ranger IPO Entities, any person such Member knows is an employee of the Company, its Subsidiaries or any of the Ranger IPO Entities, or any former employee or service provider of the Company, its Subsidiaries or any of the Ranger IPO Entities whose employment with or services to the Company, its Subsidiaries or any of the Ranger IPO Entities ceased within the prior twelve (12) months.

publishing any oral or written statements about the Company or any of the Company’s directors, managers, members, 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, its Subsidiaries or any Ranger IPO Entity. A violation or threatened violation of this prohibition may be enjoined by the courts. The rights afforded the Company and the Ranger IPO Entities under this provision are in addition to any and all rights and remedies otherwise afforded by Law.

(e) Non-Interference; Non-Solicitation. Each Member agrees that during the Non-Competition Period, except for Permitted Activities, such Member will not, individually or as a principal, partner, stockholder, member, manager, agent, consultant, contractor, employee, lender, investor, or as a director or officer of any Entity (other than the Ranger IPO Entities), or in any other manner or capacity whatsoever, directly or indirectly (i) interfere with an ongoing relationship between the Company or the Ranger IPO Entities and one of their 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, its Subsidiaries or the Ranger IPO Entities, or (ii) 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, its Subsidiaries or the Ranger IPO Entities with whom the Company, its Subsidiaries or the Ranger IPO Entities conducted business within the prior forty-eight (48) months.

(f) Nature of the Restrictions. Each Member agrees and stipulates that the time, geographical area, and scope of restrained activities for the covenants in this Section 7.8 are reasonable and enforceable under Delaware Law. The terms and provisions of this Section 7.8 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. If a court concludes that any time period, geographical area, or scope of restrained activities specified in this Section 7.8 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 covenants in this Section 7.8 to the fullest extent permitted by applicable Law. Additionally, if a Member violates any of the covenants contained in this Section 7.8, the Non-Competition Period shall be suspended and will not run in favor of such Member from the time of the commencement of any violation until the time when such Member ceases the activities causing the violation.

(g) Survival of Covenants. The covenants, obligations, and agreements set forth in this Section 7.8 shall survive the termination of this Agreement 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 a Member may have against the Ranger IPO Entities, the Company or its Affiliates, whether predicated on this Agreement or otherwise, shall not constitute a defense to the Company’s enforcement of the covenants, obligations, and agreements set forth in this Section 7.8. No modification or waiver of any covenant, obligation, or agreement contained in this Section 7.8 shall be valid unless the Board and the Class A-1 Members holding a majority of the Class A-1 Units approves the waiver or modification in writing.

(h) Injunctive Relief. Each Member acknowledges and agrees that the covenants, obligations, and agreements contained in this Section 7.8 concern special, unique, and extraordinary matters and that a violation of any of the terms of these covenants, obligations, or agreements will cause the Company, PubCo, RNGR and their successors and assigns irreparable injury for which adequate remedies at law are not available. Therefore, each Member agrees that the Company, PubCo, RNGR and their successors and assigns 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 such Member from committing any violation of the covenants, obligations, or agreements referred to in this Section 7.8. These injunctive remedies are cumulative and in addition to any other rights and remedies the Company may have against a Member. Each Member agrees to irrevocably submit to the exclusive jurisdiction of the state courts and federal courts outlined in Section 11.3 regarding the injunctive remedies set forth in this Section 7.8 and the interpretation and enforcement of this Section 7.8 insofar as the interpretation and enforcement relate to an application for injunctive relief in accordance with the provisions of this Section 7.8(h). Breach of this Agreement by the Company shall not preclude injunctive relieve for a breach by any Member.

(i) Limitation on Information Provided by the Company. Each Class B Member agrees that from and after the date that the Non-Competition Period expires, such Class B Member shall not have the right to obtain information or documents described in Section 18-305(a)(1) of the Delaware Limited Liability Company Act with respect to the Company except (i) in connection with the consummation of a Liquidation Event, Internal Restructure or Drag-Along Transaction, such Class B Member shall be entitled to receive copies of all notices to Members and all contracts and agreements to be executed by the Company or the Members in connection with an Internal Restructure, Liquidation Event or Drag-Along Transaction together with such information and documents as are necessary to determine such Class B Member’s entitlement to proceeds or other consideration with respect thereto, (ii) such Class B Member shall be entitled to receive a copy of the Company’s federal, state and local tax returns to the extent required to deliver the same by any federal, state or local taxing authority, (iii) such Class B Member shall be entitled to receive such Class B Member’s federal quarterly estimated and final federal Schedule K-1s and quarterly estimated and final state and local Schedule K-1s or similar documents necessary to enable such Member to make timely tax return filings with federal, state and local tax agencies as required by Law and (iv) such Class B Member shall be entitled to receive copies of all amendments and restatements of this Agreement, all certificates of formation or similar charter or governing documents for the Company and all amendments or restatements thereto and any amendments or restatements of any other agreement to which such Class B Member or its Class B Units or other Units would be bound. The foregoing is not intended to waive the rights of any Class B Member to the extent necessary to enforce its rights under the Transaction Documents to which it is a party.

ARTICLE 8

LIMITATION OF LIABILITY AND INDEMNIFICATION

8.1 Limitation of Liability and Indemnification.

(a) Limitation on Duties of Investor Members. Notwithstanding anything to the contrary set forth in this Agreement, to the extent that, at Law or in equity, any Investor Member or any of its Affiliates (other than a Manager pursuant to Section 7.3) has duties (including fiduciary duties), to the Company, to another Member, to any Manager, to another Person that is a party to or is otherwise bound by this Agreement, or otherwise, such duties are hereby eliminated or restricted to the fullest extent permissible under the Act except in all cases for the covenant of good faith and fair dealing. For the avoidance of doubt, the terms “Investor Member,” shall specifically exclude the Class B Members, Class C-1 Members and Class C-2 Members in their capacity as Class B Members, Class C-1 Members and Class C-2 Members, respectively, but shall include such Members to the extent they hold an interest as an Investor Member for purposes of this Section 8.1(a).

(b) Limitation on Investor Member Liability. Notwithstanding anything to the contrary set forth in this Agreement, to the fullest extent permitted by the Act, the parties hereby eliminate or limit any and all liabilities for breach of duties (including fiduciary duties) of Investor Members and their respective Affiliates (other than Managers), except in the case of fraud, gross negligence or willful misconduct, or in the case of a criminal matter constituting a felony, if such Investor Member or its Affiliate (other than a Manager) acted with knowledge that his/its conduct was unlawful.

(c) Officers and Agents. Subject to its obligations and duties as set forth in Section 7.1, Section 7.2, Section 7.3, and the Board approval rights in this Agreement, including in Section 7.6, the Board may exercise any of the powers granted to it by this Agreement and perform any of the duties imposed upon it hereunder either directly or by or through duly appointed Officers and agents, and neither the Board nor any individual Manager (acting solely in that individual’s capacity as a Manager) shall be responsible or liable for any acts or omissions of any such Officers or agents appointed by the Board in good faith and in accordance with the Board’s fiduciary duties.

(d) Reliance on Advisors. Any Manager or Officer acting for, on behalf of or in relation to, the Company in respect of any transaction, any investment or any business decision or action, or otherwise shall be entitled to rely on the advice of counsel, accountants and other professionals that is provided to the Company or such Manager or Officer, and such Manager or Officer shall not be liable to the Company or to any Member for that Manager’s or Officer’s reliance on any such advice, and each Covered Person may rely, and shall incur no liability in acting or refraining from acting, upon any resolution, certificate, statement, opinion, consent, order, bond, signature or other writing reasonably believed by it to be genuine, and may rely on a certificate signed by an officer, agent or representative of any Person in order to ascertain any fact with respect to such person or within that Person’s knowledge, provided,

however, in each case, there has not been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of such reliance, and taking into account the acknowledgments and agreements set forth in this Agreement, that Covered Person engaged in willful misconduct or, in the case of a criminal matter constituting a felony, acted with knowledge that any such Covered Person’s conduct was unlawful.

(e) Discretion. The provisions of this Agreement, to the extent that they restrict or eliminate the duties and liabilities of a Member otherwise existing at Law or in equity, are agreed by the Members to replace, to the fullest extent permitted by applicable Law, any such other duties and liabilities of that Member. This Section 8.1(e) does not create any duty or liability of a Member that does not otherwise exist at Law or in equity. Notwithstanding any provisions of Law or in equity to the contrary, whenever a Member is permitted or required to make a decision in its “sole discretion” or “discretion” or under a grant of similar authority or latitude, such Member shall be entitled to consider only those interests (including its own interests) and factors as it desires, and shall have no duty or obligation to give any consideration to any interest of or factors affecting the Company, the Members or any other Person to the fullest extent permitted by applicable Law. Notwithstanding anything to the contrary under this Agreement or pursuant to any duty (fiduciary or otherwise) or otherwise applicable provision of Law or equity, a Member may enter into voting agreements or arrangements with one or more other Members. Without limiting the scope of any such voting agreement or arrangement permitted hereunder, a voting agreement or arrangement may provide that Members may act in concert.

(f) Indemnification. Each Covered Person (regardless of that Person’s capacity and regardless of whether another Covered Person is entitled to indemnification) shall be indemnified and held harmless by the Company (but only to the extent of the Company’s assets), to the fullest extent permitted under applicable Law, from and against any and all loss, liability and expense (including taxes; penalties; judgments; fines; amounts paid or to be paid in settlement; costs of investigation and preparations; and fees, expenses and disbursements of attorneys, whether or not the dispute or proceeding involves the Company or any Manager or Member) reasonably incurred or suffered by any such Covered Person in connection with the activities of the Company or its Subsidiaries; provided, however, that no Covered Person shall be so indemnified and held harmless if there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter for which such Covered Person is seeking indemnification or seeking to be held harmless hereunder, and taking into account the acknowledgments and agreements set forth in this Agreement, that Covered Person engaged in fraud, gross negligence or willful misconduct or, in the case of a criminal matter constituting a felony, acted with knowledge that any such Covered Person’s conduct was unlawful, and provided further, such indemnification shall not apply if the applicable action or proceeding has been brought by such Covered Person (whether directly or by counterclaim) except with respect to expenses to the extent provided in Section 8.1(g), and provided further, such indemnification shall not apply if the applicable action or proceeding has been brought against such Covered Person by the Company or another Covered Person (whether directly or by counterclaim) relating to a breach of a Transaction Document by such Covered Person. The indemnification provided by this Section 8.1(f) shall be in addition to any other rights to which a Covered Person may be entitled under any agreement, as a matter of Law or otherwise, both as to actions in such Covered Person’s capacity as a Covered Person hereunder and as to actions in

any other capacity, and shall continue as to a Covered Person who has ceased to serve in such capacity and shall inure to the benefit of the heirs, successors, assigns and administrators of such Covered Person.

(g) Indemnification of Fees and Expenses. If the applicable action or proceeding has been brought by or in the right of the Company (whether directly or by counterclaim), a Covered Person who has not initiated such action or proceeding shall be indemnified and held harmless by the Company (but only to the extent of the Company’s assets) and any other Covered Person may be so indemnified and held harmless by the Company from and against costs of investigation and preparations and fees, expenses and disbursements of attorneys reasonably incurred by any such Covered Person in connection with the defense or settlement of any action or proceeding by or in the right of the Company if a majority of the disinterested members of the Board (or if none are disinterested, then holders of a majority of the Units held by Members who are disinterested) determine that any such Covered Person acted in good faith and in a manner that any such Covered Person reasonably believed to be in or not opposed to the best interests of the Company, except that no such indemnification shall be made in respect of any claim or proceeding as to which a Covered Person shall have been adjudged to be liable to the Company by a court of competent jurisdiction by final, non-appealable order unless and only to the extent that the authority rendering such judgment shall determine that despite the adjudication of liability but in view of all the relevant circumstances, that Covered Person is fairly and reasonably entitled to indemnity for such expenses as such authority shall deem proper.

(h) Advancement of Expenses. Subject to Section 8.1(g), reasonable, documented expenses incurred by a Covered Person for which that Covered Person could reasonably be expected to be entitled to indemnification under this Agreement in defending any civil, criminal, administrative or investigative action, suit or proceeding shall be paid by the Company in advance of the final disposition of any such action, suit or proceeding; provided, however, any such advance shall only be made if the Covered Person delivers a written affirmation by that Covered Person of its good faith belief that it is entitled to indemnification hereunder and agrees to repay all amounts so advanced if it shall ultimately be determined that any such Covered Person is not entitled to be indemnified hereunder.

(i) No Personal Liability. The obligations of the Company to the Covered Persons arising under Law, including any indemnification obligations under this Section 8.1 are solely the obligations of the Company and shall be satisfied from and limited to Company assets, including insurance proceeds, if any, and no personal liability whatsoever shall attach to, or be incurred by, any Member or other Covered Person for any such obligations, to the fullest extent permitted by Law. Where the foregoing provides that no personal liability shall attach to or be incurred by a Covered Person, any claims against or recourse to that Covered Person for or in connection with any such liability, whether arising in common law or equity or created by rule of Law, statute, constitution, contract or otherwise, are expressly released and waived to the fullest extent permitted by Law, as a condition of, and as part of the consideration for, the execution of any related agreement, and the incurring by the Company or any such Member of the obligations provided in such agreements.

(j) Miscellaneous. Nothing in this Section 8.1 shall be deemed to (i) limit or waive any rights that any Person has for breach of contract under the terms of this or any other binding agreement, including, without limitation, the Transaction Documents; or (ii) apply to any proceeding or dispute with respect to a Covered Person’s employment agreement or employment relationship with the Company or its Affiliates; provided, however, each Member acknowledges that it is not relying upon any other Member or any of that other Member’s Affiliates, or any of that other Member’s or that other Member’s Affiliates’ respective stockholders, partners, members, directors, officer, managers, liquidators, employees, agents or advisors in making its investment or decision to invest in the Company, in monitoring such investment or in acquiring any Units, and provided further, nothing contained herein shall release or otherwise prevent any Member from asserting a claim against another Member with respect to a violation of the implied contractual covenant of good faith and fair dealing implied by the Act.

(k) Investor Indemnitees. The Company and each of the Members hereby acknowledges that certain of the Covered Persons (“Investor Indemnitees”) have certain rights to indemnification, advancement of expenses or insurance provided by the Investor Members or certain of their respective Affiliates (collectively, the “Investor Indemnitors”). The Company hereby agrees, and the Members hereby acknowledge, that: (i) to the extent legally permitted and as required by the terms of this Agreement and the Certificate (or by the terms of any other agreement between the Company and an Investor Indemnitee), (A) the Company is the indemnitor of first resort (i.e., its obligations to each Investor Indemnitee are primary and any obligation of Investor Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by any Investor Indemnitee are secondary); and (B) the Company shall be required to advance the full amount of expenses incurred by an Investor Indemnitee and shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement, without regard to any rights that an Investor Indemnitee may have against Investor Indemnitors; and (ii) the Company irrevocably waives, relinquishes and releases Investor Indemnitors from any and all claims for contribution, subrogation or any other recovery of any kind in respect of any of the matters described in clause (i) of this sentence for which any Investor Indemnitee has received indemnification or advancement from the Company. The Company further agrees that no advancement or payment by Investor Indemnitors on behalf of any Investor Indemnitee with respect to any claim for which an Investor Indemnitee has sought indemnification from the Company shall affect the foregoing and that Investor Indemnitors shall have a right of contribution and/or be subrogated to the extent of any such advancement or payment to all of the rights of recovery of that Investor Indemnitee against the Company.

(l) Amendment. Any amendment, modification or repeal of this Section 8.1 or any provision hereof shall be prospective only and shall not in any way affect the limitations on liability of the Covered Persons, or terminate, reduce or impair the right of any past, present or future Covered Person, under and in accordance with the provisions of this Section 8.1 as in effect immediately prior to any such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when any such claims may arise or be asserted.

(m) Covered Persons as Third Party Beneficiaries. The Company and each Member agree that Covered Persons are express third party beneficiaries of the terms of Section 8.1(f), (g) and (h) and other applicable provisions of this Article 8.

8.2 Insurance. The Company shall at all times obtain and maintain directors’ and officers’ insurance, at its expense, to protect each Manager and Officer of the Company, and the Company may maintain such insurance to protect itself and any Covered Person or other Member of the Company, in each case against any expense, liability or loss, whether or not the Company would have the power to indemnify any such Person against such expense, liability or loss under the Act.

8.3 Annual Budget.

(a) Initial Budget. The initial budget for the period beginning as of the date of this Agreement and ending December 31, 2017 (the “Initial Budget”) shall be the Budget in effect under the Prior Agreement as of the date of this Agreement.

(b) Annual Budgets. No later than 45 days prior to the commencement of each Fiscal Year commencing with the Fiscal Year commencing January 1, 2018, the Officers shall provide the Board with a proposed budget (a “Draft Budget”) setting forth the operating expenditures and capital expenditures to be made by the Company and its consolidated Subsidiaries for such Fiscal Year. Once approved by the Board, the adopted and approved Draft Budget is referred to herein as the “Budget”. Each Budget shall be prepared and approved or disapproved by the Board in the following manner:

(i) The Officers of the Company shall prepare and submit for approval of the Board a Draft Budget estimating the operating expenditures and capital expenditures that will be incurred during the next succeeding Fiscal Year in connection with the Company’s Business. The Draft Budget shall itemize the costs estimated in the Draft Budget by such individual line items as are requested by any Manager. The Officers shall meet with the Board concerning the Draft Budget and make changes as may be requested by the Board.

(ii) The Board shall approve or disapprove a Draft Budget no later than 15 days prior to the beginning of the next succeeding Fiscal Year. If the Board has failed to so approve a Draft Budget by the commencement of a Fiscal Year, then until the Board has so approved of a Budget for such Fiscal Year, the Company is authorized to incur costs and expenses in accordance with the Budget for the immediately preceding Fiscal Year plus 5%.

ARTICLE 9

BOOKS AND ACCOUNTS

9.1 Records. To the extent required by the Act, the Company shall maintain or cause to be maintained complete and accurate records and books of account of the Company’s affairs at the principal office of the Company.

9.2 Tax Partnership. It is the intention of the Members that the Company be classified as a partnership for U.S. federal income tax purposes. Unless otherwise approved in accordance with Section 7.6, neither the Company nor any Member shall make an election for the Company to be excluded from the application of the provisions of subchapter K of chapter 1 of subtitle A of the Code or any similar provisions of applicable state Law or to be classified as other than a partnership pursuant to Treasury Regulation Section 301.7701-3.

9.3 Reports. The Chief Executive Officer of the Company shall deliver to the Investor Members within forty-five (45) days of the end of each fiscal quarter a letter summarizing the results of operations of the Company at the end of such quarter.

9.4 Tax Returns and Other Elections. The Members acknowledge that they intend for the Company to be treated, for federal, state, and municipal income tax purposes, as a partnership. The Company shall prepare, or cause the Accountant to prepare, all federal, state, and local income and other tax returns that the Company is required to file consistent with such intent and shall furnish a copy of each Member’s IRS Schedule K-1 and any other information that any Member reasonably requests relating thereto, as soon as practicable after the end of the Fiscal Year (and shall furnish quarterly estimated tax information sufficient to permit the Members to file federal and state tax returns). All elections permitted to be made by the Company under federal or state Laws shall be made by the Board, including the following elections on the appropriate tax returns:

(a) to adopt, as the Company’s Fiscal Year, the calendar year or such other Fiscal Year as the Tax Matters Member or Company Representative (as applicable)designates;

(b) to adopt the accrual method of accounting unless the cash method of accounting is available and the Tax Matters Member or Company Representative (as applicable) designates the cash method of accounting for use by the Company;

(c) if a distribution of the Company’s property as described in Code Section 734 occurs or a Transfer of Units as described in Code Section 743 occurs, the Board may cause the Company to elect, pursuant to Code Section 754, to adjust the basis of the Company’s properties;

(d) to elect to amortize the organizational expenses of the Company ratably over a period of one hundred eighty (180) months as permitted by Code Section 709(b);

(e) any election that would ensure that the Company will be treated as a partnership for Federal income tax purposes; and

(f) any other election the Board may deem appropriate and in the best interests of the Members.

Neither the Company nor any Member may make an election for the Company to be excluded from the application of the provisions of subchapter K of chapter 1 of subtitle A of the Code or any similar provisions of applicable state Law and no provision of this Agreement shall be construed to sanction or approve such an election.

9.5 Bank Accounts. All funds of the Company shall be deposited in its name in an account maintained in an insured, commercial financial institution, as determined by the Board. The funds of the Company shall not be commingled with the funds of any other Person. Checks may be drawn on the Company’s account or accounts only for the purposes of the Company and shall be signed by a Manager or Officer designated by the Board as having authority to sign checks on behalf of the Company.

9.6 Tax Matters Member and Company Representative.

(a) In General. The tax matters partner pursuant to Code Section 6231(a)(7) and the Company Representative pursuant to Code Section 6623(a) (as applicable) of the Company shall be a Member designated from time to time by the Board subject to replacement by the Board. (Any Member who is designated as the tax matters partner is referred to herein as the “Tax Matters Member”). The initial Tax Matters Member and Company Representative (as applicable) will be CSL Energy Opportunities Fund I, L.P. The Tax Matters Member or Company Representative (as applicable) shall take such action as may be necessary to cause to the extent possible each other Member to become a “notice partner” within the meaning of Code Section 6231(a)(8). The Company Representative shall take such action as may be necessary to make the election set forth in Code Section 6226(a). The Members consent to the election set forth in Code Section 6226(a) and agree to take any action, and furnish the Company Representative with any information necessary to give effect to such election. The Tax Matters Member or Company Representative (as applicable)shall inform each other Member of all matters that may come to its attention in its capacity as Tax Matters Member or Company Representative (as applicable)by giving notice thereof on or before the fifth (5th) Business Day after becoming aware thereof and, within that time, shall forward to each other Member copies of all significant written communications it may receive in that capacity.

(b) Prior Authorization Required. The Tax Matters Member or Company Representative (as applicable) shall take no action without the authorization of the Board, other than any such action as may be required by Law. Any reasonable, documented cost or expense incurred by the Tax Matters Member or Company Representative (as applicable)in connection with its duties, including the preparation for or pursuance of administrative or judicial proceedings, shall be paid by the Company.

to a settlement agreement without obtaining the consent of such Member. Any Member that enters into a settlement agreement with respect to any Company item (within the meaning of Code Section 6231(a)(3)) shall notify the other Members of any such settlement agreement and its terms within ninety (90) days from the date of the settlement.

(d) Administrative Adjustments. No Member shall file a request pursuant to Code Section 6227 for an administrative adjustment of Company items for any taxable year without first notifying the other Members. If the Board consents to the requested adjustment, the Tax Matters Member shall file the request for the administrative adjustment on behalf of the Members. If such consent is not obtained within thirty (30) days from such notice, or within the period required to timely file the request for administrative adjustment, if shorter, any Member, including the Tax Matters Member, may file a request for administrative adjustment on its own behalf. Any Member intending to file a petition under Code Section 6226 or Code Section 6228 or any other Code Section with respect to any item involving the Company shall notify the other Members of such intention and the nature of the contemplated proceeding. In the case where the Tax Matters Member is the Member intending to file such petition on behalf of the Company, such notice shall be given within a reasonable period of time to allow the other Members to participate in the choosing of the forum in which such petition will be filed.

(e) Consent. No Member shall file a notice of inconsistent treatment under Code Section 6222(b) with respect to any Company items for any taxable year without first obtaining the consent of the Board.

ARTICLE 10

DISSOLUTION AND WINDING UP

10.1 Dissolution.

(a) Liquidation Events. Subject to Section 10.1(b), the Company shall be liquidated and its affairs shall be wound up on the first to occur of the following events (each a “Liquidation Event”) and no other event shall cause the Company’s dissolution:

(i) the consent of the Board and the Members in accordance with Article 7;

(ii) at any time when there are no Members; and

(iii) entry of a decree of judicial dissolution of the Company under Section 18-802 of the Act.

(b) Continuation Election. If the Liquidation Event described in Section 10.1(a)(ii) shall occur, the Company shall not be dissolved, and the business of the Company shall be continued, if the requirements of Section 18-801 of the Act for the avoidance of dissolution are satisfied (a “Continuation Election”).

(c) Exceptions. Except as otherwise provided in this Section 10.1, to the maximum extent permitted by the Act, the death, retirement, Resignation, expulsion, Bankruptcy or dissolution of a Member or the commencement or consummation of separation proceedings shall not constitute a Liquidation Event and, notwithstanding the occurrence of any such event or circumstance, the business of the Company shall be continued without dissolution.

10.2 Winding-Up and Termination. On the occurrence of a Liquidation Event, unless a Continuation Election is made, the Board may select one or more Persons to act as liquidator or may itself act as liquidator. The liquidator shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Act. The costs of winding up shall be borne as a Company expense, including reasonable compensation to the liquidator if approved by the Board. Until final distribution, the liquidator shall continue to operate the Company properties with all of the power and authority of the Board. The steps to be accomplished by the liquidator are as follows:

(a) Proper Accounting. As promptly as possible after dissolution and again after final winding up, the liquidator shall cause a proper accounting to be made by the Accountant of the Company’s assets, liabilities and operations.

(b) Payment of Liabilities/Collection of Excess Tax Distributions.

(i) The liquidator shall pay, satisfy or discharge from Company funds all of the debts, liabilities and obligations of the Company (including all expenses incurred in winding up) or otherwise make adequate provision for payment and discharge thereof (including the establishment of a cash escrow fund for contingent liabilities in any such amount and for any such term as the liquidator may reasonably determine).

(ii) The liquidator shall send the notices required by the Act to the Company’s creditors and claimants and, in accordance with Section 5.4, the liquidator shall send written notice to the Members who received any excess tax distributions pursuant to Section 5.4 and collect those amounts, on an after-tax basis, on behalf of the Company.

(iii) the liquidator may sell any or all Company property with approval by the holders of a majority of the Class A-1 Units, including to Members, provided, that such sale to a Member or its Affiliates must be on an arm’s length basis under terms that are in the best interests of the Company and any resulting gain or loss from each sale shall be computed and allocated to the Capital Accounts of the Members in accordance with the provisions of Article 5, and all proceeds of such sale shall be paid to satisfy the Company’s creditors or as provided in Section 10.2(b)(v) below;

(iv) with respect to all Company property that has not been sold, the fair market value of that property shall be determined and the Capital Accounts of the Members shall be adjusted to reflect the manner in which the unrealized income, gain, loss and deduction inherent in such property that has not been reflected in the Capital Accounts previously would be allocated among the Members if there were a taxable disposition of that property for the fair market value of that property on the date of distribution; and

(v) Company property shall be distributed among the Members in accordance with Section 5.2, and those distributions shall be made by the end of the taxable year of the Company during which the liquidation of the Company occurs (or, if later, ninety (90) days after the date of the liquidation), it being agreed that no distributions under Section 5.4 shall occur in connection with a Liquidation Event or Drag-Along Transaction.

All distributions in kind to the Members shall be made subject to the liability of each distributee for costs, expenses and liabilities theretofore incurred or for which the Company has committed prior to the date of termination and those costs, expenses and liabilities shall be allocated to the distributee pursuant to this Section 10.2. The distribution of cash or property to the Members in accordance with the provisions of this Section 10.2 constitutes a complete return to such Member of its Capital Contributions and a complete distribution to the Members of its Membership Interests (including Units) and all the Company’s property and constitutes a compromise to which all Members have consented within the meaning of Section 18-502(b) of the Act. To the extent that a Member returns funds to the Company, it has no claim against any other Member for those funds.

10.3 Certificate of Cancellation. On completion of the distribution of Company assets as provided herein, the Board (or such other Person or Persons as the Act may require or permit) shall file a Certificate of Cancellation with the Secretary of State of Delaware, cancel any other filings made pursuant to Section 2.6, and take such other actions as may be necessary to terminate the existence of the Company. Upon the effectiveness of the Certificate of Cancellation, the existence of the Company shall cease, except as may be otherwise provided by the Act or other applicable Law.

ARTICLE 11

MISCELLANEOUS PROVISIONS

11.1 Notices.

(a) Writing Requirement. All notifications, notices, demands or requests provided for, or permitted to be given, pursuant to this Agreement must be in writing.

(b) Form of Notice. All notifications, notices, demands and requests to be sent to the Company or to any Member shall be deemed to have been properly given, unless explicitly stated otherwise, if sent by (i) regular mail; (ii) Federal Express or other comparable overnight courier with regular, daily service; (iii) hand delivery; (iv) electronic transmission; or (v) facsimile during normal business hours to the place of business of the recipient, addressed or faxed, as the case may be, to such Member as specified in the Member Schedule or the Company as specified in Exhibit B hereto or at such other physical address, electronic address or facsimile number as such Member or the Company may from time to time specify by written notice.

(c) Timing of Notice. All notices, notifications, demands or requests so given shall be deemed given and received (i) if mailed, seven (7) days after being deposited in the mail;

(ii) if sent via overnight courier, the next Business Day after the date marked for delivery; (iii) if hand delivered, the next Business Day after being hand delivered; (iv) if by electronic transmission, the next Business Day after being electronically transmitted; or (v) if by facsimile, the next Business Day after being faxed.

(d) Change of Address. The parties hereto and their respective successors and assigns shall have the right from time to time and at any time during the term of this Agreement to change their respective addresses, and each shall have the right to specify as its address any other address by giving to the other parties at least thirty (30) days’ written notice thereof, in the manner prescribed in Section 11.1(b); provided, however, to be effective any such notice must be actually received (as evidenced by a return receipt).

11.2 Amendment or Restatement; Power of Attorney.

(a) In General. Subject to Section 11.2(b), and except as otherwise specifically provided herein, this Agreement (including any Exhibit hereto) or the Certificate may only be amended, modified, supplemented or restated, and any provisions of this Agreement may only be waived, by approval of the holders of a majority of the Class A-1 Units and a majority of the Board.

(b) Exceptions. Notwithstanding anything to the contrary in this Section 11.2:

(i) No amendment, supplement, modification or restatement of this Agreement or the Certificate shall (A) cause any Member to incur personal liability for obligations of the Company without such Member’s written consent and no Member shall be obligated to make any Capital Contributions without that Member’s prior written consent or (B) amend or restate or waive a Founder’s rights under Section 6.7 of this Agreement without the written consent of such Founder or, with respect to Members other than the Founders, amend or restate or waive such Member’s rights under Section 6.7 of this Agreement without the written consent of a majority of the outstanding Units of the affected Class.

(ii) NO AMENDMENT TO THIS AGREEMENT MAY ADVERSELY AND DISPROPORTIONATELY AFFECT THE RIGHTS OF ANY MEMBER OR CLASS OF MEMBERS WITHOUT THE CONSENT OF THAT MEMBER OR A MAJORITY OF THE OUTSTANDING UNITS HELD BY SUCH CLASS OF MEMBERS, AS APPLICABLE. EACH MEMBER ACKNOWLEDGES THAT BY THE OPERATION OF THIS PARAGRAPH, THE RIGHTS OF SUCH MEMBER OR ITS UNITS MAY BE DIMINISHED OR ELIMINATED.

(c) No Third Party Consent. Except as required by Law, no amendment, modification, supplement, discharge or waiver of or under this Agreement shall require the consent of any person not a party to this Agreement.

(d) Attorney-in-Fact. Each Member irrevocably makes, constitutes and appoints each Manager of the Company, acting individually or collectively, as its true and lawful agent and attorney-in-fact, with full power of substitution and full power and authority in its

name, place and stead, to make, execute, sign, acknowledge, swear to, record and file (i) any amendment, modification, supplement, restatement or waiver of any provision of this Agreement that has been approved in accordance with this Agreement; (ii) all other instruments, certificates, filings or papers not inconsistent with the terms of this Agreement which may be necessary or advisable in the determination of the Board to evidence an amendment, modification, supplement, restatement or waiver of, or relating to, this Agreement (including changes to the Exhibits); (iii) all instruments required or necessary to admit additional Members and Substitute Members to the Company and to issue additional Units or other Membership Interests (or securities convertible into or exercisable or exchangeable for Membership Interests) as provided in this Agreement; (iv) all instruments required or necessary to effect an Internal Restructure or the Ranger Reorganization or as are otherwise required or necessary to facilitate a Public Offering or the Ranger IPO, in each case, in accordance with this Agreement; (v) all conveyances and other instruments or papers required or necessary, to effect the dissolution and termination of the Company pursuant to the provisions of this Agreement; and (vi) all other instruments or papers not inconsistent with the terms of this Agreement which may be required to give effect or carry out another provision of this Agreement, including the provisions of Sections 6.4, 6.6 and 6.7, or which may be required by Law to be filed on behalf of the Company or required to permit the Company to become or continue to be a limited liability company in each jurisdiction where the Company may be doing business other than, with respect to the Founders, a release of claims pursuant to an employment relationship between the Company and such Founder.

(e) Power of Attorney. With respect to each Member or Substitute Member, the foregoing power of attorney: (i) is coupled with an interest and given to secure a proprietary interest, shall be irrevocable and shall survive the incapacity or Bankruptcy of that Member; (ii) may be exercised by the Board through any Manager of the Company either by signing separately as attorney-in-fact for that Member or, after listing all of the Members executing an instrument, by a single signature of any such Manager acting as attorney-in-fact for all of them; and (iii) shall survive the Transfer by that Member of all or any portion of the Units held by that Member; except that, where the Assignee of the whole of that Member’s interest has been approved in accordance with the terms hereof for admission to the Company as a Substitute Member, the power of attorney of the assignor shall survive the delivery of such assignment for the sole purpose of enabling the Company to execute, swear to, acknowledge and file any instrument necessary or appropriate to effect that substitution.

11.3 Application of Delaware Law; Dallas County Venue. This Agreement and the application or interpretation hereof, shall be governed exclusively by the Laws of the State of Delaware, and specifically the Act. The Members covenant and agree that the state courts located in Dallas County, Texas, or in a case involving diversity of citizenship or a federal question, the federal courts located in Dallas County, Texas shall have exclusive jurisdiction of any action or proceeding under this Agreement or related to the matters contemplated by this Agreement or any agreement entered into in connection therewith.

11.4 Waiver of Certain Rights. Each Member irrevocably waives any right it may have to maintain any action for dissolution of the Company or for partition of the property of the Company.

11.5 Binding Effect. Except as herein otherwise provided to the contrary, this Agreement shall be binding upon and inure to the benefit of the Members, their distributees, heirs, legal representatives, executors, administrators, successors, and assigns.

11.6 No Third-Party Beneficiary. Each of PubCo, RNGR and their respective successors and assigns is hereby granted third-party beneficiary status with respect to each Non-Compete Party’s obligations under Section 7.8 and shall be entitled to enforce such obligations as if such Person were a party hereto. This Agreement is made solely and specifically between and for the benefit of the parties hereto and their respective successors and assigns, subject to the previous sentence and expressed provisions hereof relating to successors and assigns. No other Person has any rights, interest, or claims hereunder or is or will be entitled to any benefits under or on account of this Agreement as a third-party beneficiary or otherwise unless specifically provided in this Agreement.

11.7 Sole and Absolute Discretion. Except as otherwise provided in this Agreement, all actions that any Member may take and all determinations that any Member may make pursuant to this Agreement may be taken and made at the sole and absolute discretion of that Member.

11.8 Title to Company Property. To the extent that Property is held in the name of a Member, the Property shall be deemed held by that Member as agent and nominee for and on behalf of the Company. Any other property acquired by or standing in the name of any Member shall be conclusively presumed not to be Property, unless an instrument in writing, signed by that Member, shall specify to the contrary.

11.9 Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable under present or future Laws effective during the term hereof, the legality, validity, and enforceability of the remaining provisions of this Agreement shall not be affected thereby, and in lieu of such illegal, invalid, or unenforceable provision, there shall be added automatically as a part of this Agreement a provision as similar in terms to such illegal, invalid, or unenforceable provision as may be legal, valid, and enforceable.

11.10 Entire Agreement. This Agreement and the Transaction Documents embody the complete agreement and understanding among the parties hereto with respect to the subject matter hereof and supersede and preempt any prior understandings, agreements or representations by or among the parties,

written or oral, which may have related to the subject matter hereof in any way. The parties have executed this Agreement based upon the express terms and provisions set forth herein and have not relied on any communications or representations, oral or written, which are not set forth in this Agreement. The parties are relying on their own judgment in entering into this Agreement.

11.11 Effect of Waiver or Consent. A waiver or consent, express or implied, to or of any breach or default by any Person in the performance by that Person of its obligations with respect to the Company is not a consent or waiver to or of any other breach or default in the performance by that Person of the same or any other obligations of that Person with respect to the Company. Failure on the part of a Person to complain of any act of any Person or to declare any Person in default with respect to the Company, irrespective of how long that failure continues, does not constitute a waiver by that Person of its rights with respect to that default until the applicable statute-of-limitations period has run.

11.12 Limitation of Liability. NOTWITHSTANDING ANYTHING IN ANY TRANSACTION DOCUMENT TO THE CONTRARY, TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER THE COMPANY NOR ANY COVERED PERSON SHALL BE LIABLE TO THE COMPANY, TO ANY MEMBER OR TO ANY OTHER PERSON MAKING CLAIMS ON BEHALF OF THE FOREGOING FOR CONSEQUENTIAL, EXEMPLARY, PUNITIVE, INDIRECT OR SPECIAL DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, LOSS OF USE OR REVENUE OR LOSSES BY REASON OF COST OF CAPITAL, ARISING OUT OF OR RELATING TO ANY TRANSACTION DOCUMENT, THE BUSINESS OF THE COMPANY OR ANY OF ITS SUBSIDIARIES, THE GRANTING OR WITHHOLDING OF ANY APPROVAL REQUIRED HEREUNDER OR THE TRANSACTIONS CONTEMPLATED HEREBY, REGARDLESS OF WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, VIOLATION OF ANY APPLICABLE DECEPTIVE TRADE PRACTICES ACT OR SIMILAR LAW OR ANY OTHER LEGAL OR EQUITABLE DUTY OR PRINCIPLE, AND THE COMPANY AND EACH COVERED PERSON RELEASE EACH OF THE OTHER SUCH PERSONS FROM LIABILITY FOR ANY SUCH DAMAGES.

11.13 Further Assurances. In connection with this Agreement and the transactions contemplated hereby, the Company and each Member shall execute and deliver all such future instruments and take such other and further action as may be reasonably necessary or appropriate to carry out the provisions of this Agreement and the intention of the parties as expressed herein.

11.14 Counterparts. This Agreement may be executed in any number of counterparts (including facsimile counterparts), each of which, when so executed and delivered, shall be deemed an original, and all of which together shall constitute a single instrument. Delivery of a copy of this Agreement bearing an original signature by facsimile transmission or by electronic mail shall have the same effect as physical delivery of the paper document bearing the original signature.

11.15 Termination of Employment Arrangements. Each Class B Member acknowledges and agrees that this Agreement, and the legal relationships created hereby, will not prevent the termination of any employment arrangement between such Class B Member and the Company or any of its Affiliates. Each Class B Member agrees that the termination by the Company or any of its Affiliates of any employment, consulting or independent contractor relationship with such Class B Member for any reason at any time will not be construed for any purpose to violate any duty or obligation of any other Member or Manager under this Agreement.

11.16 No Presumption. Each party to this Agreement acknowledges that, in the event any ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties to this Agreement, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Agreement.

11.17 Directly or Indirectly. Where any provision of this Agreement refers to action to be taken by any Person, or which such Person is prohibited from taking, such provision shall be applicable whether such action is taken directly or indirectly by such Person, including actions taken by or on behalf of any Affiliate of such Person.

11.18 Member Expenses. The Company will reimburse the reasonable direct out-of-pocket attorneys’ fees and other expenses incurred by the Members in preparing and negotiating this Agreement including but not limited to those costs incurred related to due diligence efforts. The Company will reimburse CSL Energy for reasonable direct costs and expenses (such as travel) incurred by CSL Energy on behalf of and for the benefit of the Company, including such costs and expenses associated with monitoring the performance of the Company and any costs and expenses associated with the secondment to the Company or its Subsidiaries of any employees of CSL Energy.

11.19 Accredited Investor. Each Member executing this Agreement on the date hereof represents and warrants to the Company and each other Member that (a) if an Entity, it is duly formed, validly existing and in good standing under the Laws of the jurisdiction of its formation; (b) it has full corporate, limited liability company, partnership, trust or other applicable power and authority to execute and deliver this Agreement and to perform its obligations hereunder and all necessary actions by and consents of the board of directors, managers, trustees, equity owners or other Persons necessary for the due authorization, execution, delivery and performance of this Agreement by that Member have been duly taken; (c) it has duly executed and delivered this Agreement, and this Agreement is enforceable against such Member in accordance with its terms, subject to bankruptcy, moratorium, insolvency and other Laws generally affecting creditors’ rights and general principles of equity (whether applied in a proceeding in a court of law or equity); and (d)

it (i) has been furnished with such information about the Company and the Units as that Member has requested, (ii) has made its own independent inquiry and investigation into, and based thereon has formed an independent judgment concerning, the Company and such Member’s Units herein, (iii) has adequate means of providing for its current financial needs and possible contingencies, is able to bear the economic risks of this investment and has a sufficient net worth to sustain a loss of its entire investment in the Company in the event such loss should occur, (iv) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Company, (v) the Units issued to such Member are being acquired and shall be held solely for investment purposes and not with a view to distribution and (vi) such Member is an Accredited Investor.

Remainder of Page Intentionally Left Blank.
Signature Pages To Follow.

The undersigned, constituting a majority of each class of Units, do hereby approve the adoption of this Agreement as the limited liability company agreement of the Company as of the date first above written.

	CLASS A-1 MEMBERS:

	CSL ENERGY OPPORTUNITIES FUND I, L.P.

	By:	CSL Energy Opportunity GP I, LLC,
		its general partner


	By:
	Name:
	Title:


	CSL ENERGY HOLDINGS I, LLC


	By:
	Name:
	Title:



	LANCE PERRYMAN



	WESLEY MCGUFFIN



	CHRIS CZUPPON



	MIKE CHISTE



	RICHARD GIESECKE



	GARY LUCE

Signature Page to Torrent Energy Holdings, LLC

Third Amended and Restated Limited Liability Company Agreement

	1307, LTD


	By:
	Name:
	Title:


	MICHMATT, LTD


	By:
	Name:
	Title:


	KELLAN RESOURCES, LP


	By:
	Name:
	Title:


	DHW ENERGY, LTD


	By:
	Name:
	Title:


	VENUCOT, LTD


	By:
	Name:
	Title:


	TIM SEXTON

Signature Page to Torrent Energy Holdings, LLC

Third Amended and Restated Limited Liability Company Agreement


	BRANDON BUFORD



	BRIAN SMITH



	DOUG OTTEN



	AJAE LIMITED PARTNERSHIP


	By:
	Name:
	Title:



	ED FRANK



	ROBERT CHISTE



	BKRK INVESTMENTS


	By:
	Name:
	Title:



	CAROLYN TOLEDO

Signature Page to Torrent Energy Holdings, LLC

Third Amended and Restated Limited Liability Company Agreement


	GEORGE A. TOLEDO



	DAVID HAYES



	AUSTIN LEE VENTURES


	By:
	Name:
	Title:

Signature Page to Torrent Energy Holdings, LLC

Third Amended and Restated Limited Liability Company Agreement

	CLASS A-2 MEMBERS:



	WESLEY MCGUFFIN



	LANCE PERRYMAN



	RICHARD GIESECKE


	1307, LTD


	By:
	Name:
	Title:


	MICHMATT, LTD


	By:
	Name:
	Title:


	KELLAN RESOURCES, LP


	By:
	Name:
	Title:


	DHW ENERGY, LTD


	By:
	Name:
	Title:

Signature Page to Torrent Energy Holdings, LLC

Third Amended and Restated Limited Liability Company Agreement

	VENUCOT, LTD


	By:
	Name:
	Title:



	TIM SEXTON



	KARL F. KURZ



	BRANDON BUFORD



	BRIAN SMITH



	DOUG OTTEN


	AJAE LIMITED PARTNERSHIP


	By:
	Name:
	Title:



	RON FANCHER



	ED FRANK



	ROBERT CHISTE

Signature Page to Torrent Energy Holdings, LLC

Third Amended and Restated Limited Liability Company Agreement

	BKRK INVESTMENTS


	By:
	Name:
	Title:



	DOUGLAS P. MACKINNON


	CAERUS HOLDINGS, LLC


	By:
	Name:
	Title:


	TEXICAN LAND COMPANY LP


	By:
	Name:
	Title:


	KP-RAHR VENTURE IV, LLC


	By:
	Name:
	Title:


	WRB INTERESTS LTD


	By:
	Name:
	Title:

Signature Page to Torrent Energy Holdings, LLC

Third Amended and Restated Limited Liability Company Agreement


	CAROLYN TOLEDO



	GEORGE A. TOLEDO



	JAMES MERRELL



	DAVID HAYES



	KEITH EVANS


	CC NATURAL RESOURCE INTERESTS, LLC


	By:
	Name:
	Title:

Signature Page to Torrent Energy Holdings, LLC

Third Amended and Restated Limited Liability Company Agreement

	CLASS B MEMBERS:



	WESLEY MCGUFFIN



	LANCE PERRYMAN



	CHRIS CZUPPON



	MIKE CHISTE



	GARY LUCE



	MARGIE ONTIVEROS



	JAKE WILSON



	MARCUS RAYMOND



	DAVID NEYLAND



	CODY SMITH



	CAMERON KRUSE

Signature Page to Torrent Energy Holdings, LLC

Third Amended and Restated Limited Liability Company Agreement


	HARRY GUSSETT



	DAVID RAYMOND



	JASON GALVAN

Signature Page to Torrent Energy Holdings, LLC

Third Amended and Restated Limited Liability Company Agreement

	CLASS C-1 MEMBERS:



	LANCE PERRYMAN

Signature Page to Torrent Energy Holdings, LLC

Third Amended and Restated Limited Liability Company Agreement

	CLASS C-2 MEMBERS:


	AJAE LIMITED PARTNERSHIP



	By:
	Name:
	Title:


	CC NATURAL RESOURCE INTERESTS, LLC


	By:
	Name:
	Title:

Signature Page to Torrent Energy Holdings, LLC

Third Amended and Restated Limited Liability Company Agreement

	CLASS D MEMBERS:


	CSL ENERGY OPPORTUNITIES FUND I, L.P.

	By:	CSL Energy Opportunity GP I, LLC,
		its general partner

	By:
	Name:
	Title:


	CSL ENERGY HOLDINGS I, LLC


	By:
	Name:
	Title:


	MICHMATT, LTD


	By:
	Name:
	Title:


	KELLAN RESOURCES, LP


	By:
	Name:
	Title:



	TIM SEXTON



	BRIAN SMITH

Signature Page to Torrent Energy Holdings, LLC

Third Amended and Restated Limited Liability Company Agreement

	AUSTIN LEE VENTURES


	By:
	Name:
	Title:

Signature Page to Torrent Energy Holdings, LLC

Third Amended and Restated Limited Liability Company Agreement

	MANAGERS:



	LANCE PERRYMAN



	GARY LUCE



	BRYAN BASHAM



	MATTHEW KONDRATOWICZ



	CHARLIE LEYKUM



	BILL AUSTIN

Signature Page to Torrent Energy Holdings, LLC

Third Amended and Restated Limited Liability Company Agreement

THIRD
AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
OF
TORRENT ENERGY HOLDINGS, LLC
(A Delaware Limited Liability Company)

EXHIBIT A

DEFINITIONS

“A-1 Additional Units” has the meaning set forth in Section 4.5(a).

“A-1 Participation Units” means for each Purchase Option Purchaser, a number of Class A-1 Units calculated separately for each Purchase Option Purchaser which would permit such Purchase Option Purchaser to maintain a percentage ownership of all outstanding Class A-1 Units and Class A-2 Units determined by dividing the number of outstanding Class A-1 Units and Class A-2 Units held by such Purchase Option Purchaser by the total number of outstanding Class A-1 Units and Class A-2 Units.

“Accountant” means the certified public accountant or firm of certified public accountants, if any, selected by the Board to perform accounting functions on behalf of the Company.

“Accredited Investor” has the meaning ascribed to such term in the regulations promulgated under the Securities Act.

“Act” means the Delaware Limited Liability Company Act, as the same may be amended from time to time, and any successor to such Delaware Limited Liability Company Act.

“Additional Units” has the meaning set forth in Section 4.5(a).

“Adjusted Capital Account” means the Capital Account maintained for each Member, (a) increased by any amounts that such Member is obligated to restore or is treated as obligated to restore under Treasury Regulation Sections 1.704-1(b)(2)(ii)(c), 1.704-2(g)(1) and 1.704-2(i)(5); and (b) decreased by any amounts described in Treasury Regulation Sections 1.704-1(b)(2)(ii)(d)(4), (5) and (6) with respect to that Member.

“Affiliate” means, with respect to any Person, any other Person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. The term “control” (including the terms “controls,” “controlled by” and “under common control with”) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting interests or capital stock, by contract or otherwise.

“Agreement” means this Third Amended and Restated Limited Liability Company Agreement of the Company as originally adopted and as amended from time to time.

Exhibit A-1

“Applicable Members” means all Investor Members other than Class A-2 Members.

“Asset Purchase Agreement” means that certain Asset Purchase Agreement dated as of September 16, 2014 between Torrent Energy Services, LLC (f/k/a Torrent Acquisition, LLC), a Delaware limited liability company and wholly-owned Subsidiary, as Buyer, and TES Windup, LLC (f/k/a Torrent Energy Services, LLC), a Texas limited liability Company, as Seller.

“Assignee” means a transferee of all or any portion of a Member’s or any other transferor’s Units that has not been admitted as a Member but has the right to allocations and distributions as provided in this Agreement and the Act for the Units owned or held by such Assignee but that has no voting or consent rights of a Member.

“Available Cash” means all cash, revenues and funds received by the Company from Company operations, equity offerings or other transactions, less the sum of the following, to the extent paid or set aside by the Company:(a) all principal and interest payments on indebtedness of the Company and all other sums paid to lenders; (b) all cash expenditures incurred in the operation of the Company’s business; and (c) such reserves as the Board deems reasonably necessary for the proper operation of the Company’s business and satisfaction of the Company’s debts and obligations.

“Award Agreement” means each Class B Award Agreement and Class C Award Agreement entered into by and between the Company and each Person who provides services to the Company and/or its Affiliates in exchange for Class B Units, Class C-1 Units or Class C-2 Units.

“Bankruptcy” means, with respect to any Member, that Member’s taking or acquiescing in the taking of an action seeking relief under, or advantage of, any applicable debtor relief, liquidation, receivership, conservatorship, bankruptcy, moratorium, rearrangement, insolvency, reorganization, or similar Law affecting the rights or remedies of creditors generally, as in effect from time to time.

“Board” has the meaning set forth in Section 7.1.

“Book Value” means, with respect to any property of the Company, such property’s adjusted basis for federal income tax purposes, except as follows:

(a) The initial Book Value of any property contributed by a Member to the Company shall be the fair market value of such property as reasonably determined by the Board in good faith as of the date of such contribution.

(b) The Book Values of all properties shall be adjusted to equal their respective fair market values as reasonably determined by the Board in good faith in connection with (i) the acquisition of an interest in the Company by any new or existing Member in exchange for more than a de minimis capital contribution or in exchange for the performance of more than a de minimis amount of services to or for the benefit of the Company; (ii) the distribution by the Company to a Member of more than a de minimis amount of property as consideration for an interest in the Company; (iii) the liquidation of the Company within the meaning of Treasury Regulation Section 1.704-1(b)(2)(ii)(g)(1) (other than pursuant to Code Section 708(b)(1)(B));

Exhibit A-2

(iv) the acquisition of an interest in the Company by any new or existing Member upon the exercise of a noncompensatory option or warrant in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(s); or (v) any other event to the extent determined by the Board to be necessary to properly reflect Book Values in accordance with the standards set forth in Treasury Regulation Section 1.704-1(b)(2)(iv)(q); provided, however, adjustments pursuant to clauses (i), (ii) and (iv) above shall be made only if the Board reasonably determines in good faith that any such adjustments are necessary or appropriate to reflect the relative economic interests of the Members in the Company. If any noncompensatory options or warrants are outstanding upon the occurrence of an event described in this paragraph (b)(i) through (b)(v), the Company shall adjust the Book Values of its properties in accordance with Treasury Regulation Sections 1.704-1(b)(2)(iv)(f)(1) and 1.704-1(b)(2)(iv)(h)(2).

(c) The Book Value of property distributed to a Member shall be the fair market value of such property as reasonably determined by the Board in good faith as of the date of such distribution.

(d) The Book Value of all property shall be increased (or decreased) to reflect any adjustments to the adjusted basis of such property pursuant to Code Section 734(b) or Code Section 743(b), but only to the extent that such adjustments are taken into account in determining Capital Accounts pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m) and clause (g) of the definition of Profits and Losses or Section 5.7(b)(vii); provided, however, Book Value shall not be adjusted pursuant to this clause (d) to the extent the Board reasonably determines in good faith that an adjustment pursuant to clause (b) of this definition is necessary or appropriate in connection with the transaction that would otherwise result in an adjustment pursuant to this clause (d).

“Budget” has the meaning set forth in Section 8.3(b).

“Business” means (a 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, (b) renting equipment and provisions of services for well-site electricity generation, and (c) any other businesses the Company may undertake with the approval of the Board.

“Business Day” means a day other than a Saturday, Sunday, or a holiday on which national banking associations in the State of New York are authorized by Law to close.

“Call Closing” has the meaning set forth in Section 6.7(f).

“Called Interest” means the Class A-1 Units, Class A-2 Units, Class B Units and/or Class D Units, as applicable, subject to the call provisions of Section 6.7.

“Call Notice Date” has the meaning set forth in Section 6.7(e).

“Called Purchase Price” has the meaning set forth in Section 6.7(f).

Exhibit A-3

“Capital Account” has the meaning set forth in Section 5.10(a).

“Capital Contribution” means with respect to any Member, the amount of cash and the initial Book Value of any property (other than money) contributed to the Company by that Member. Any reference in this Agreement to the Capital Contribution of a Member shall include a Capital Contribution of that Member’s predecessors in interest.

“Capital Return Account” means, with respect to each Investor Member, at any time, the amount equal to (i) the aggregate Capital Contributions made by that Investor Member, minus (ii) the aggregate distributions made to that Investor Member prior to or at such time pursuant to Section 5.2.

“Cause” has the meaning provided in an applicable Member’s Employment Agreement with the Company, if any, or in the absence of such an agreement, “Cause” means:

(a) such Member’s failure or refusal to perform substantially all of his material duties, responsibilities, and obligations (other than a failure resulting from such Member’s Disability), as determined in good faith by the Board;

(b) such Member’s failure or refusal to implement, perform, or adhere to reasonable policies, directives, or orders of the Chief Executive Officer of the Company or the Board as determined in good faith by the Chief Executive Officer or the Board, as applicable;

(c) any act by such Member involving gross misconduct or malfeasance in performance of such Member’s duties, as determined in good faith by the Chief Executive Officer of the Company or the Board;

(d) any act involving fraud, misrepresentation, theft, embezzlement, dishonesty, or moral turpitude (“Fraud”), as determined in good faith by the Chief Executive Officer of the Company or the Board;

(e) 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;

(f) a material breach of this Agreement, any employment agreement, or any non-competition, non-solicitation, non-interference or confidentiality agreement by such Member, including, without limitation, any breach of the non-competition, non-solicitation, non-recruitment, or confidentiality provisions of this Agreement; or

(g) such Member’s gross negligence in discharging any material part of his duties or obligations, as determined in good faith by the Lance Perryman or, if Lance Perryman is no longer employed by the Company, its Subsidiaries, PubCo, RNGR or their respective subsidiaries, the Board.

“Certificate” has the meaning set forth in the Recitals.

“Class A-1 Interests” has the meaning set forth in Section 3.4(a).

Exhibit A-4

“Class A-1 Manager” has the meaning set forth in Section 7.2(a)(iii).

“Class A-1 Member” means any Member owning Class A-1 Units as set forth on the Member Schedule.

“Class A-1 Percentage Interest” means for each Class A-1 Member a percentage determined by dividing the number of outstanding Class A-1 Units held by such Class A-1 Member by the number of outstanding Class A-1 Units held by all Class A-1 Members.

“Class A-1 Unit” has the meaning set forth in Section 3.4(a) and means those Units designated as Class A-1 Units on issuance by the Company and set forth on the Member Schedule.

“Class A-2 Interests” has the meaning set forth in Section 3.4(a).

“Class A-2 Manager” has the meaning set forth in Section 7.2(a)(ii).

“Class A-2 Member” means any Member owning Class A-2 Units as set forth on the Member Schedule.

“Class A-2 Percentage Interest” means for each Class A-2 Member a percentage determined by dividing the number of outstanding Class A-2 Units held by such Class A-2 Member by the number of outstanding Class A-2 Units held by all Class A-2 Members.

“Class A-2 Unit” has the meaning set forth in Section 3.4(a) and means those Units designated as Class A-2 Units on issuance by the Company and set forth on the Member Schedule.

“Class B Interests” has the meaning set forth in Section 3.4(a).

“Class B Member” means any Member (a) receiving Class B Units pursuant to Sections 3.3 and 3.4, or (b) otherwise holding Class B Units as set forth on the Member Schedule, .

“Class B Percentage Interest” means for each Class B Member a percentage determined by dividing the number of outstanding Class B Units held by such Class B Member by the number of outstanding Class B Units held by all Class B Members.

“Class B Units” has the meaning set forth in Section 3.4(a) and further means those Units designated as “Class B Units” on issuance by the Company, which shall be specifically designated at the time of such issuance as being a “profits interest” for federal income tax purposes. Except as otherwise required by applicable Law or this Agreement, the Class B Units shall have no voting or approval rights.

“Class C-1 Interests” has the meaning set forth in Section 3.4(a).

“Class C-1 Member” means any Member holding Class C-1 Units as set forth on the Member Schedule.

Exhibit A-5

“Class C-1 Percentage Interest” means for each Class C-1 Member a percentage determined by dividing the number of outstanding Class C-1 Units held by such Class C-1 Member by the number of outstanding Class C-1 Units held by all Class C-1 Members.

“Class C-1 Units” has the meaning set forth in Section 3.4(a) and further means those Units designated as “Class C-1 Units” on issuance by the Company, which shall be specifically designated at the time of such issuance as being a “profits interest” for federal income tax purposes. Except as otherwise required by applicable Law or this Agreement, the Class C-1 Units shall have no voting or approval rights.

“Class C-2 Interests” has the meaning set forth in Section 3.4(a).

“Class C-2 Member” means any Member holding Class C-2 Units as set forth on the Member Schedule.

“Class C-2 Percentage Interest” means for each Class C-2 Member a percentage determined by dividing the number of outstanding Class C-2 Units held by such Class C-2 Member by the number of outstanding Class C-2 Units held by all Class C-2 Members.

“Class C-2 Units” has the meaning set forth in Section 3.4(a) and further means those Units designated as “Class C-2 Units” on issuance by the Company, which shall be specifically designated at the time of such issuance as being a “profits interest” for federal income tax purposes. Except as otherwise required by applicable Law or this Agreement, the Class C-2 Units shall have no voting or approval rights.

“Class D Interests” has the meaning set forth in Section 3.4(a).

“Class D Member” means any Member owning Class D Units as set forth on the Member Schedule.

“Class D Percentage Interest” means for each Class D Member a percentage determined by dividing the number of outstanding Class D Units held by such Class D Member by the number of outstanding Class D Units held by all Class D Members.

“Class D Unit” has the meaning set forth in Section 3.4(a) and means those Units designated as Class D Units on issuance by the Company and set forth on the Member Schedule.

“Code” means the United States Internal Revenue Code of 1986, as amended from time to time. All references herein to sections of the Code shall include any corresponding provision or provisions of succeeding Law.

“Company” means Torrent Energy Holdings, LLC, the Delaware limited liability company established by filing the Certificate with the Secretary of State of Delaware.

“Company Opportunity” has the meaning set forth in Section 7.7(a).

Exhibit A-6

“Company Representative” has the meaning assigned to the term “partnership representative” in Section 6223 of the Code and any Treasury Regulations or other administrative or judicial pronouncements promulgated thereunder.

“Confidential Information” means all confidential and proprietary information (irrespective of the form of communication) obtained by or on behalf of a Member from the Company, its Subsidiaries, the Ranger IPO Entities or any of their respective representatives, other than information which (a) was or becomes generally available to the public other than as a result of a breach of this Agreement by that Member; (b) was or becomes available to that Member on a non-confidential basis prior to disclosure to the Member by the Company, its Subsidiaries or any of their respective representatives; (c) was or becomes lawfully available to the Member on a non-confidential basis from sources other than the Company, its Subsidiaries or any of their respective representatives, provided, however, that such Member does not know that such sources are prohibited by contractual, legal or fiduciary obligation from transmitting the information; or (d) is independently developed by that Member without the use of any such information received under this Agreement.

“Continuation Election” has the meaning set forth in Section 10.1(b).

“Covered Person” means each current and former (a) (i) Class A-1 Member, Class A-2 Member, Class B Member, Class C-1 Member, Class C-2 Member and Class D Member and each of their respective Affiliates, officers, directors, liquidators, partners, stockholders, managers, members and employees (ii) Manager (solely in that Person’s capacity as a Manager); or (iii) Officer (solely in that Person’s capacity as an Officer), in each case whether or not that Person continues to have the applicable status referred to above; and (b) each Person not identified in clause (a) of this definition who is a director, officer or employee of any Subsidiary who the Board designates as a Covered Person in a written resolution.

“CSL Energy” means CSL Energy Opportunities Fund I, L.P., a Delaware limited partnership, CSL Energy Holdings I, LLC, a Delaware limited liability company, and CSL Capital Management, LLC, a Delaware limited liability company, together with their respective Affiliates other than the Company, in each case solely with respect to any and all periods during which such Person is a Member of, or an Affiliate of a Member of, the Company.

“Depreciation” means, for each taxable year (or other period), an amount equal to the depreciation, amortization or other cost recovery deduction allowable for federal income tax purposes with respect to property for such taxable period, except that (a) with respect to any property the Book Value of which differs from its adjusted tax basis for federal income tax purposes and which difference is being eliminated by use of the “remedial method” pursuant to Treasury Regulation Section 1.704-3(d), Depreciation for such taxable period shall be the amount of book basis recovered for such taxable period under the rules prescribed by Treasury Regulation Section 1.704-3(d)(2); and (b) with respect to any other property the Book Value of which differs from its adjusted tax basis at the beginning of such taxable period, Depreciation shall be an amount which bears the same ratio to such beginning Book Value as the federal income tax depreciation, amortization or other cost recovery deduction for such taxable period bears to such beginning adjusted tax basis; provided, however, if the adjusted tax basis of any property at the beginning of such taxable period is zero, Depreciation with respect to such

Exhibit A-7

property shall be determined with reference to such beginning value using any reasonable method selected by the Board.

“Disability” means, with respect to any Member, the physical or mental inability, with reasonable accommodation, to perform in all material respects such Member’s duties 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. Such Member shall be considered to have a Disability (a) if he is determined to be totally disabled by the Social Security Administration, or (b) if he is determined to be disabled under a long-term disability plan and if such plan defines “disability” in a manner that is consistent with the immediately preceding sentence.

“Dissociated Member” has the meaning set forth in Section 3.12.

“Dissociation Notice” has the meaning set forth in Section 6.8(c)(ii).

“Dissolution Notice” has the meaning set forth in Section 6.8(b).

“Draft Budget” has the meaning set forth in Section 8.3(b).

“Drag-Along Transaction” means any of the following: (a) any consolidation, conversion, merger or other business combination involving the Company in which all of the Membership Interests are exchanged for or converted into cash, securities of a corporation or other business organization or other property, other than a Public Offering; (b) a sale or transfer of all or substantially all of the assets of the Company to be followed promptly by a liquidation of the Company or a distribution to the Members of all or substantially all of the net proceeds of such Transfer after payment or other satisfaction of liabilities and other obligations of the Company; or (c) the Transfer of all of the outstanding Membership Interests in a single transaction or a series of related transactions, excluding any Transfers made pursuant to Section 6.2, Section 6.3, Section 6.5, Section 6.6, Section 6.7 or Section 6.8.

“Economic Risk of Loss” has the meaning set forth in Treasury Regulation Section 1.752-2(a).

“Election Period” has the meaning set forth in Section 4.4(b).

“Eligible Purchaser” has the meaning set forth in Section 4.4(a).

“Eligible Seller” has the meaning set forth in Section 6.5(a).

“Eligible Seller Persons” has the meaning set forth in Section 6.5(c)(ii).

“Employee” means an individual who is employed by or otherwise provides services to the Company, any of its Subsidiaries or any of the Ranger IPO Entities.

Exhibit A-8

“Equity Interest” means (a) capital stock, member interests, partnership interests, other equity interests, rights to profits or revenue and any other similar interest in any corporation, partnership, limited liability company or other business entity; (b) any security or other interest convertible into or exchangeable or exercisable for any of the foregoing, whether at the time of issuance or upon the passage of time or the occurrence of some future event; and (c) any warrant, option or other right (contingent or otherwise) to acquire any of the foregoing.

“Exempted Units” means any (a) Additional Units or Class B Units, (b) Units issued upon exercise of any options issued in connection with an employment agreement or arrangement, Units issued in connection with an employment agreement, Units issued pursuant to an employee equity ownership programs, unit option plan, restricted unit agreement, incentive compensation plan or program or similar incentive compensation program approved by the Board, (c) Units issued, sold or otherwise Transferred in connection with a Public Offering; (d) Units issued in a pro rata forward or reverse split of Units; (e) Units issued, sold or otherwise transferred to sellers as consideration in connection with the Company’s acquisition of all or substantially all of another Person or another Person’s line of business or division, or all or substantially all of a Person’s assets, in any case, by merger, consolidation, stock purchase, asset purchase, recapitalization, or other reorganization; (f) Units issued, sold or otherwise Transferred to any Third Party if the Board unanimously determines that there are strategic reasons to exempt such issuance, sale or Transfer from the preemptive rights terms of Section 4.4; (g) any Units issued, sold or otherwise Transferred to any lender (including the Members and their Affiliates), if exemption from the preemptive rights provisions is approved by the Board, including at least one (1) Management Manager, in connection with any loan or commitment to loan made by such lender to the Company and (h) Units issued, sold or otherwise transferred in connection with the Ranger Reorganization.

“Fair Market Value” has the meaning set forth in Section 6.7(f).

“Family Entity” means, for any Person, any Entity in which, at the applicable time, each Equity Interest therein is one hundred percent (100%) owned by that Person and/or one or more Persons who are Family Members or Family Trusts of that Person.

“Family Member” means, for any Person, any spouse, ancestor, or descendant (by consanguinity or adoption) of that Person or any sibling of such Person or such sibling’s spouse or descendants at the time in question.

“Family Trust” means, for any Person, a trust the primary beneficiaries of which are that Person and/or one or more Family Members of that Person.

“First Notice” has the meaning set forth in Section 4.4(b).

“Fiscal Period” means the period beginning on either the date hereof or the first day following the last day of the immediately preceding Fiscal Period, as the case may be, and

Exhibit A-9

ending on the earliest of (a) the last day of each Fiscal Year; (b) the date on which the Company liquidates; and (c) any other date determined by the Board.

“Fiscal Year” means the Company’s fiscal year, which shall begin on January 1st and end on December 31st.

“Founder” means Lance Perryman, Chris Czuppon and Mike Chiste.

“Good Reason” has the meaning provided in a Member’s Employment Agreement with the Company, if any, or in the absence of such an agreement, “Good Reason” means:

(a) a material diminution in such Member’s base salary; or

(b) requiring such Member to perform his or her duties at a principal location which is more than 25 miles from the location where such performs services for the Company;

(d) material breach by the Company of any material provision of the LLC Agreement, any employment agreement or Award Agreement entered into between the Company and such Member.

“Hurdle Amount” means, with respect to each Class B Unit or Class C Unit held by a Member, an amount equal to the sum of the amount, determined by the Board on the date that such Class B Unit or Class C is issued, as applicable, that would be distributed to the Members pursuant to Section 5.2 if the Company were deemed to wind up pursuant to Section 10.2 (including the deemed sale of assets for their fair market value, the payment of all debts, liabilities and obligations of the Company) and the net assets of the Company distributed as provided therein. The Hurdle Amount shall not change after the date of issuance of any Class B Unit or Class C Unit. The Hurdle Amount for each Class B Unit and Class C Unit held by a Member shall be set forth on the books and records of the Company.

“Inclusion Notice” has the meaning set forth in Section 6.5(b)(iii).

“Inclusion Right” has the meaning set forth in Section 6.5(b)(iii).

“Initial Budget” has the meaning set forth in Section 8.3(a).

“Initiating Member” has the meaning set forth in Section 6.4(a).

“Internal Restructure” means, with respect to the Company, any re-formation, conversion, transfer of assets, Transfer by Members of their Units, merger, incorporation, liquidation or other transaction undertaken in a manner that results in the Members or their Affiliates continuing to have substantially the same direct or indirect ownership of the Company’s assets in place prior to the Internal Restructure, and preserves the relative economic interests or rights of the Members or their Affiliates in the Company (including rights to

Exhibit A-10

liquidating and other distributions) or any entity (including an entity organized under the Laws of a foreign jurisdiction) that succeeds to the Company in such transaction.

“Investor Indemnitees” has the meaning set forth in Section 8.1(k).

“Investor Indemnitors” has the meaning set forth in Section 8.1(k).

“Investor Members” means (a) the holders of Class A-1 Units, Class A-2 Units and Class D Units; and (b) any other Person who becomes a Member after the date hereof and is designated an “Investor Member” by the Board.

“Investor Member Contribution Percentage” means a percentage determined at the applicable time by dividing the aggregate Capital Contributions to the Company made by a particular Investor Member by the aggregate Capital Contributions to the Company made by all Investor Members.

“IRS” means the Internal Revenue Service.

“Law” means any applicable constitutional provision, statute, act, code (including the Code), law, regulation, rule, ordinance, order, decree, ruling, proclamation, resolution, judgment, decision, declaration, or interpretative or advisory opinion or letter of a domestic, foreign, tribal or international governmental authority or any political subdivision thereof and shall include, for the avoidance of doubt, the Act.

“Liquidation Event” has the meaning set forth in Section 10.1(a).

“Management Manager” has the meaning set forth in Section 7.2(a)(i).

“Manager” means each Person designated as a Manager on Exhibit B or any other Person or Persons that succeed such Person or Persons in that capacity or are elected to act as additional Managers of the Company as provided herein.

“Master Reorganization Agreement” means the master reorganization agreement, substantially in the form filed as Exhibit 2.1 to PubCo’s registration statement on Form S-1 (No. 333-218139), by and among the Company, Ranger Energy Holdings, LLC, a Delaware limited liability company, PubCo, RNGR, and each other signatory thereto, together with any changes approved by the Board so long as such changes do not materially adversely and disproportionately affect the rights of any Member or class of Members without the consent of that Member or a majority of the outstanding Units held by such class of Members, as applicable.

“Maximum Tax Liability” means, for each Member, the product of (a) an amount determined by the Board (on an actual or estimated basis) for that Member for a completed Fiscal Period, as the case may be, equal to the sum of the portion of the Company’s net income allocated or to be allocated and guaranteed payments made or to be made to that Member for federal, state or local income tax purposes for such Fiscal Period multiplied by (b) an assumed tax rate equal to the maximum combined federal, state and local marginal income tax rate applicable to such Member, taking into account the deductibility of state and local income taxes. In addition, in determining the Maximum Tax Liability for any Member, net taxable losses

Exhibit A-11

allocated to that Member for a Fiscal Year shall be deducted from net taxable income allocated to that Member in a later Fiscal Year.

“Member” means each Person designated as a member on the Member Schedule, any successor or successors to all or any part of any such Person’s Membership Interest, or any other Person admitted as a member of the Company pursuant to this Agreement, each in the capacity as a member of the Company.

“Member Loans” has the meaning set forth in Section 4.2.

“Member Nonrecourse Debt” has the meaning assigned to the term “partner nonrecourse debt” in Treasury Regulation Section 1.704-2(b)(4).

“Member Nonrecourse Debt Minimum Gain” has the meaning assigned to the term “partner nonrecourse debt minimum gain” set forth in Treasury Regulation Section 1.704-2(i)(2).

“Member Nonrecourse Deductions” has the meaning assigned to the term “partner nonrecourse deduction” in Treasury Regulation Section 1.704-2(i)(1).

“Member Schedule” has the meaning set forth in Section 3.1.

“Membership Interest” means, with respect to any Member at any time, the entire equity interest (or “limited liability company interest” as that term is used in the Act) of a Member in the Company and all rights and liabilities associated therewith, including that Member’s Units.

“Member-Seller” shall mean a Member to which the call provisions of Section 6.7 are applicable, together with such Member’s heirs, estate, legal representatives, successors, Assignees and Permitted Transferees.

“Minimum Gain” has the meaning set forth in Treasury Regulations Section 1.704-2(d).

“Non-Competition Period” has the meaning set forth in Section 7.8(b).

“Nonrecourse Deduction” has the meaning set forth in Treasury Regulations Section 1.704-2(b)(1), as computed under Treasury Regulations Section 1.704-2(c).

“Offered Units” has the meaning set forth in Section 4.4(a).

“Officers” has the meaning set forth in Section 7.4(a).

“Permitted Activities” means (i) for any Member who is an Employee of the Company or its Subsidiaries, the meaning given such term in such Member’s Award Agreement or employment agreement with the Company, on a Member by Member basis, and (ii) for any Class A-2 Member who is not an Employee of the Company or its Subsidiaries, the meaning given such term in such Member’s Closing Agreement.

“Permitted Transferee” means, with respect to any Member who (a) is an individual, any (i) Family Member of that Member; (ii) any Family Trust of that Member; and (iii) any Family

Exhibit A-12

Entity of that Member, provided that the individual Member retains the right to control the voting rights of the Membership Interests following any such Transfer (prior to death); or (b) is an Entity, any partner, member, stockholder, other equityholder, Affiliate or legal successor of that Member. Without limiting the foregoing, a “Permitted Transferee” of any Member also includes the Company and any Class A-1 Member or any of such Member’s Affiliates.

“Person” means any individual or Entity, and the heirs, executors, administrators, legal representatives, successors, and assigns of that Person where the context so admits.

“Preemptive Right Percentage” means, as to any Proposed Purchaser, a fraction (expressed as a percentage), the numerator of which equals the number of Class A-1 Units and Class A-2 Units held of record by such Proposed Purchaser and the denominator of which equals the number of Class A-1 Units and Class A-2 Units held of record by all of the Investor Members.

“Preferred Return Account” means, with respect to each Class A-1 Member, as of any relevant date, the amount equal to (a) that Class A-1 Member’s cumulative Preferred Return Amount, minus (b) the aggregate distributions to that Investor Member pursuant to Section 5.2.

“Preferred Return Amount” means, with respect to each Class A-1 Member, a return on the Capital Return Account of such Class A-1 Member computed like interest at the rate per Fiscal Year equal to eight percent (8%) cumulative and compounded annually (prorated for any partial Fiscal Year) on each Class A-1 Member’s Capital Return Account.

“Prior Agreement” has the meaning set forth in the Recitals.

“Profits” or “Losses” means, for each taxable year (or other period), an amount equal to the Company’s taxable income or loss for such taxable period, determined in accordance with Code Section 703(a) (for this purpose, all items of income, gain, loss, or deduction required to be stated separately pursuant to Code Section 703(a)(1) shall be included in taxable income or loss), with the following adjustments (without duplication):

(a) Any income of the Company that is exempt from federal income tax and not otherwise taken into account in computing Profits and Losses pursuant to this definition of “Profits” and “Losses” shall be added to such taxable income or loss;

(b) Any expenditures of the Company described in Code Section 705(a)(2)(B) or treated as Code Section 705(a)(2)(B) expenditures pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(i) and not otherwise taken into account in computing Profits or Losses pursuant to this definition of “Profits” and “Losses” shall be subtracted from such taxable income or loss;

(c) In the event the Book Value of any asset is adjusted pursuant to clause (b) or clause (c) of the definition of Book Value, the amount of such adjustment shall be treated as an item of gain (if the adjustment increases the Book Value of the asset) or an item of loss (if the adjustment decreases the Book Value of the asset) from the disposition of such asset and shall be taken into account for purposes of computing Profits or Losses;

Exhibit A-13

(d) Gain or loss resulting from any disposition of property with respect to which gain or loss is recognized for federal income tax purposes shall be computed by reference to the Book Value of the property disposed of, notwithstanding that the adjusted tax basis of such property differs from its Book Value;

(f) To the extent an adjustment to the adjusted tax basis of any asset pursuant to Code Section 734(b) is required, pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Account balances as a result of a distribution other than in liquidation of a Member’s interest in the Company, the amount of such adjustment shall be treated as an item of gain (if the adjustment increases the basis of the asset) or an item of loss (if the adjustment decreases such basis) from the disposition of such asset and shall be taken into account for purposes of computing Profits or Losses; and

(g) Any items that are allocated pursuant to the Regulatory Allocations shall not be taken into account in computing Profits and Losses.

“Property” means all of the assets of the Company.

“Proportionate Share” has the meaning set forth in Section 6.3(b).

“Proposed Purchaser” has the meaning set forth in Section 4.4(a).

“Pro Rata” means the ratio determined by dividing the Units of Members to whom a particular provision of this Agreement is stated to apply by the aggregate of the Units of all Members to whom that provision is stated to apply.

“PubCo” has the meaning set forth in the Recitals.

“Public Offering” means the initial sale of common stock or other equity securities of the Company or its successor pursuant to an effective registration statement under the Securities Act (other than a registration statement on Form S-8, Form S-4 or any successor forms) or other applicable legislation, regulation or rules in any applicable jurisdiction that results in the initial public sale thereof and the listing or admission to trading thereof on a Recognized Stock Exchange.

“Purchase Option Notice” has the meaning set forth in Section 4.5(b).

“Purchase Option Percentage” means as to any Purchase Option Purchaser, a fraction (expressed as a percentage), the numerator of which equals the number of Class A-1 Units and Class A-2 Units held of record thereby and the denominator of which equals the number of Class A-1 Units and Class A-2 held of record by all of the Members.

“Purchase Option Purchasers” has the meaning set forth Section 4.5(b).

“Purchased Percentage” has the meaning set forth in Section 6.5(b)(iv)(B).

Exhibit A-14

“Purchased Units” has the meaning set forth in Section 6.5(b)(iv)(B).

“Ranger IPO” has the meaning set forth in the Recitals.

“Ranger Reorganization” has the meaning set forth in Section 6.14(a).

“Recognized Stock Exchange” means the New York Stock Exchange, the NASDAQ stock market or any comparable stock exchange reasonably acceptable to the Board.

“Regulatory Allocations” has the meaning set forth in Section 5.7(c).

“Released Party” has the meaning set forth in Section 7.6(c).

“Remaining ROFR Offered Units” has the meaning set forth in Section 6.3(b).

“Representative” means (a) with respect to any Member, that Member’s attorneys, accountants, tax advisors, consultants, financial advisors and other professionals but only to the extent necessary to provide services to that Member for purposes that are not competitive with the Company’s business; and (b) with respect to any Investor Member, any of their affiliated private equity funds, their respective investors, general partners, management companies, rating agencies, financial institutions, placement agents and investment banking firms.

“Requested Units” means (a) the aggregate number of Units requested to be included in a Tag-Along Sale by all Eligible Sellers exercising their Inclusion Rights; plus (b) the number of Units that the Transferor proposes to sell in a Tag-Along Sale.

“Resign,” including the correlative term “Resignation,” means the resignation, withdrawal or retirement of a Member from the Company. Such term shall not include any Transfer of Units, even though the Member making a Transfer may cease to be a Member as a result of such Transfer.

“Restricted Area” means (a) 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 Line region, and (b) a 100-mile radius of any other area in or for which (i) the Company performs services or (ii) the Company took substantial steps to begin operations while the applicable Member owned Membership Interests.

“RNGR” means RNGR Energy Services, LLC, a Delaware limited liability company.

“ROFR Closing Period” has the meaning set forth in Section 6.3(d).

“ROFR Expiration Date” has the meaning set forth in Section 6.3(b).

“ROFR Holder” has the meaning set forth in Section 6.3(a).

Exhibit A-15

“ROFR Notice” has the meaning set forth in Section 6.3(a).

“ROFR Notice Date” has the meaning set forth in Section 6.3(a).

“ROFR Offer” has the meaning set forth in Section 6.3(a).

“ROFR Offered Units” has the meaning set forth in Section 6.3(a).

“ROFR Offeror Holder” has the meaning set forth in Section 6.3(a).

“Safe Harbor Election” has the meaning set forth in Section 3.5(g).

“Securities Act” means the Securities Act of 1933, as amended, and any successor statute thereto and the rules and regulations of the Securities and Exchange Commission promulgated thereunder.

“Special Purchase Notice” has the meaning set forth in Section 6.8(c).

“Special Purchase Right” has the meaning set forth in Sections 6.8(a) and 6.8(b).

“Subsidiary” means (a) any corporation or other entity a majority of the common stock (or similar equity securities) of which having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions is at the time owned, directly or indirectly, with power to vote, by the Company or any direct or indirect Subsidiary of the Company or (b) a partnership in which the Company or any direct or indirect Subsidiary is a general partner.

“Substitute Member” has the meaning set forth in Section 6.11.

“Tag-Along Offer” has the meaning set forth in Section 6.5(b)(i).

“Tag-Along Sale” has the meaning set forth in Section 6.5(a).

“Tag-Along Transferee” has the meaning set forth in Section 6.5(a).

“Tag Value” has the meaning set forth in Section 6.5(b)(i).

“Tax Matters Member” has the meaning set forth in Section 9.6(a).

“Third Party” means, with respect to any Member, any other Person (whether or not another Member) that is not a Permitted Transferee.

“Third Party Offer” has the meaning set forth in Section 6.3(a).

“Transaction Documents” means the Certificate, this Agreement, the certificates of formations, limited liability company agreements or other charter documents of any Subsidiary, the Asset Purchase Agreement, the “Closing Agreements” (as defined in the Asset Purchase Agreement), the Award Agreements and any employment agreements with Officers of the Company.

Exhibit A-16

“Transfer,” including the correlative terms “Transferring” or “Transferred”, means any direct or indirect transfer, assignment, sale, gift, pledge, hypothecation or other encumbrance, or any other disposition (whether voluntary or involuntary or by operation of Law), of Units (or any interest (pecuniary or otherwise) therein or right thereto), including derivative or similar transactions or arrangements whereby a portion or all of the economic interest in, or risk of loss or opportunity for gain with respect to, Units are transferred or shifted to another Person; provided, however, an exchange, merger, recapitalization, consolidation or reorganization involving an Internal Restructure, and any forfeiture of Class B Units pursuant to Section 3.5(c), shall not be deemed a Transfer; and provided further, however, that a forfeiture of Units pursuant to this Agreement or any Award Agreement shall not be deemed to be a Transfer of such Units requiring compliance with Article 6 hereof.

“Transferor” has the meaning set forth in Section 6.5(a).

“Transferor Requested Percentage” means the percentage determined by dividing (a) the aggregate number of Units that the Transferor proposes to sell in a Tag-Along Sale; by (b) the total number of outstanding Units then held by the Transferor.

“Units” means units of economic interest with all rights and liabilities associated therewith, at any particular time, including, without limitation, rights to distributions (liquidating or otherwise) and allocations as set forth in this Agreement. The Units consist of the Class A-1 Units, the Class A-2 Units, the Class B Units, the Class C-1 Units, the Class C-2 Units and the Class D Units.

Exhibit A-17

THIRD
AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
OF
TORRENT ENERGY HOLDINGS, LLC
(A Delaware Limited Liability Company)

EXHIBIT B

BOARD, PRINCIPAL OFFICE, REGISTERED AGENT AND REGISTERED OFFICE

1. COMPANY INFORMATION:

Name of Company:		Torrent Energy Holdings, LLC

Address, Telephone and Facsimile Number of Company:		1304 Langham Creek Drive, Suite 212, Houston, Texas 77084 Telephone: 214-758-0301

Registered Agent and Registered Office:		The Corporation Trust Company 1209 Orange Street Wilmington, Delaware 19801

Tax Matters Member:		CSL Energy Opportunities Fund I, L.P.

Company Representative:		CSL Energy Opportunities Fund I, L.P.

2. MANAGERS:

Name of Manager		Address, Telephone Number, Facsimile Number and Email Address

Lance Perryman		c/o Torrent Energy Services, LLC 1304 Langham Creek Drive, Suite 212, Houston, Texas 77084 Telephone: 713-828-2766 Facsimile: 214-758-0333 Email: lance@torrentenergyservices.com

Bill Austin		5020 Tangle Lane Houston, TX 77056 Telephone: 713-875-8652 Facsimile: 713-877-1941 Email: will.austin@att.net

Exhibit B-1

Bryan Basham		820 Gessner Rd., Suite 1350 Houston, TX 77024 Telephone: 713-255-6410 Email: bbasham@diversegp.com

Charles S. Leykum		811 Main Street, Suite 4275 Houston, TX 77002 Telephone: 281-407-0686 Facsimile: 381-946-8967 Email: charlie@cslenergy.com

Matthew Kondratowicz		263 Tresser Boulevard, 9th Floor Stamford, CT 06901 Telephone: 203-987-6014 Facsimile: 203-862-8680 Email: matthew@cslenergy.com

Gary Luce		9526 Arcade Spring, TX 77379 Telephone: (713) 303-4202 Email: gary.w.luce@gmail.com

Exhibit B-2

THIRD
AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
OF
TORRENT ENERGY HOLDINGS, LLC
(A Delaware limited liability company)

EXHIBIT C

SPOUSE’S AGREEMENT

Reference is made to that certain Third Amended and Restated Limited Liability Company Agreement of Torrent Energy Holdings, LLC (the “Agreement”). In consideration of the terms of the Agreement, in consideration of the Company allowing the undersigned Member to become a Member of the Company, and for other good and valuable consideration, receipt of which is hereby acknowledged, the undersigned shall be bound by the terms of the Agreement as though parties thereto.

Executed as of , 2017.

	MEMBER:


	Name:


	SPOUSE OF MEMBER:


	Name:

Exhibit C-1

THIRD
AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
OF
TORRENT ENERGY HOLDINGS, LLC
(A Delaware Limited Liability Company)

EXHIBIT D

FORM OF ASSIGNMENT

Pursuant to that certain Third Amended and Restated Limited Liability Company Agreement dated as of [·], 2017, as amended (the “LLC Agreement”), of Torrent Energy Holdings, LLC, a Delaware limited liability company (the “Company”), the undersigned hereby sells, assigns and transfers unto , ( ) Class Units of the Company (the “Units”) standing in the undersigned’s name on the books of said Company, and does hereby irrevocably constitute and appoint each Manager (as defined in the LLC Agreement) of the Company as attorney-in-fact, with full power of substitution, to transfer said Units on the books of said Company.

Dated:


Name of Member

By:
		Signature

Name:
	Name of Signatory

Title:

ANNEX A

7.1 Management Under Direction of the Managing Member. Subject to the rights of any of the Members to consent to or approve certain matters as expressly provided in this Agreement (including pursuant to Section 7.2), and subject to Section 11.2, the business and affairs of the Company shall be managed and controlled by a single managing member (the “Managing Member”), who the members hereby initially appoint as CSL Energy Opportunities Fund I, L.P. The Managing Member shall, subject to the terms of this Agreement, have all rights and powers of a manager under the Act and full and complete discretion to manage and conduct the business and affairs of the Company, to make all decisions affecting the business and affairs of the Company and to take all such actions as it deems necessary, advisable or appropriate to accomplish the purposes of the Company as set forth in Section 2.5. Persons dealing with the Company are entitled to rely conclusively on the power and authority of the Managing Member as set forth in this Agreement. Any matter requiring the consent or approval of the Managing Member pursuant to this Agreement may be taken without a meeting, without prior notice and without a vote, by a consent in writing, setting forth such consent or approval, and signed by the Managing Member.

7.2 Managing Member.

(a) Removal. The Managing Member may only be removed, with or without cause, by the affirmative vote of holders of a majority of the Class A-1 Units.

(b) Resignation. The Managing Member may resign at any time. Any such resignation shall be in writing and shall take effect at the time specified therein or, if no time is specified, at the time of its receipt by the Company. The acceptance of a resignation shall not be necessary to make it effective unless expressly so provided in the resignation.

(c) Vacancy. In the event that the position of Managing Member is vacant for any reason, such vacancy shall be filled only by the affirmative vote of holders of a majority of the Class A-1 Units. Any newly appointed Managing Member shall amend Exhibit B, without the consent of any other Person, to accurately reflect the information contained therein.

(d) Compensation. The Managing Member shall not be entitled to receive any compensation for serving as the Managing Member; provided, however, that the Managing Member shall be entitled to reimbursement for reasonable out-of-pocket expenses incurred while acting in such capacity.

(e) Reliance on Books, Reports and Records. The Managing Member shall, in the performance of its duties, be fully protected in relying in good faith upon the books of account or reports made to the Company by any of its Officers or by an independent certified public accountant or by an appraiser selected with reasonable care by the Managing Member, or in relying in good faith upon other records of the Company.

7.3 Waiver of Managing Members’ Fiduciary Duties.

(a) The Managing Member, in its capacity as the managing member of the Company, shall not have any fiduciary or other duty to the Company or any other Person that is a party to or is otherwise bound by this Agreement; provided, however, that, to the extent required by the Act, nothing in this Agreement shall be deemed to waive or modify the implied contractual covenant of good faith and fair dealing.

(b) To the maximum extent permitted by applicable Law, whenever the Managing Member, in its capacity as managing member of the Company, is permitted or required to make a decision or take an action or omit to take an action (including wherever in this Agreement that the Managing Member is permitted or required to make, grant or take a determination, a decision, consent, vote, judgment or action at its “discretion,” “sole discretion” or under a grant of similar authority or latitude), the Managing Member shall be entitled to consider only such interests and factors, including its own, as it desires, and shall have no duty or obligation to give any consideration to any other interest or factors whatsoever. To the maximum extent permitted by applicable Law, the Managing Member shall not be liable to the Company or to any other Member for losses sustained or liabilities incurred as a result of any act or omission (in relation to the Company, any transaction, any investment or any business decision or action, including for breach of duties including fiduciary duties) taken or omitted by the Managing Member, unless there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of such act or omission, and taking into account the acknowledgments and agreements set forth in this Agreement, the Managing Member engaged in bad faith, fraud or willful or intentional misconduct or criminal wrongdoing; provided, however, that the foregoing shall not limit or otherwise affect the Managing Member’s liability with respect to a breach of the express terms of this Agreement applicable to the Managing Member.

7.4 Officers. The Managing Member may appoint one or more officers (the “Officers”) of the Company, and such Officers shall have the power, authority and duties assigned to them by the Managing Member. The Managing Member may remove any Officer with or without cause at any time; provided, however, any such removal shall be without prejudice to the contractual rights, if any, of the Officer so removed. Appointment of an Officer shall not of itself create contractual rights. Officers may be compensated on such terms as are determined by the Managing Member. Any Officer may resign at any time. Any such resignation shall be in writing and shall take effect at the time specified therein or, if no time is specified, at the time of its receipt by the Managing Member. The acceptance of a resignation shall not be necessary to make it effective unless expressly so provided in the resignation. In the event an Officer is removed from his or her position in accordance with this Section 7.4 or dies, becomes disabled, or resigns, a replacement for such person may only be appointed by the Managing Member.

7.5 Members. Except for the right to consent to or approve certain matters as expressly provided in this Agreement (including Section 7.2 and Section 11.2), the Members in their capacity as Members shall not have any power or authority to manage the business or affairs of the Company or to bind the Company or enter into agreements on behalf of the Company. To the fullest extent permitted by Law and notwithstanding any provision of this Agreement or any other Transaction Document to the contrary, no Member in its capacity as a Member shall have any duty, fiduciary or otherwise, to the Company or any other Member in connection with the business and affairs of the Company or any consent or approval given or withheld pursuant to this Agreement or any other Transaction Document. Nothing in this Agreement will be deemed to alter the contractual obligations of the Company to a Member or a Member to another Member or the Company pursuant to the Transaction Documents. Except as otherwise expressly provided in this Agreement, Members shall have no voting rights or rights of approval, veto or consent or similar rights over any actions of the Company and any references in this Agreement to any of the foregoing terms shall be deemed to include each other term. Any matter requiring the consent or approval of any of the Members pursuant to this Agreement may be taken without a meeting, without prior notice and without a vote, by a consent in writing, setting forth such consent or approval, and signed by the holders of not less than the minimum number of outstanding Units necessary to consent to or approve such action, and if the consent of a specific class or series of Units under this Agreement is required, then the consent or approval of not less than the minimum number of outstanding Units of such class or series of Units as required by this Agreement must be so executed to constitute the act of such class or series of Units. Prompt notice of such consent or approval shall be given by the Company to those Members who have not joined in such consent or approval within three (3) Business Days.

7.6 Acknowledgment and Release. Notwithstanding anything in this Agreement or any other Transaction Document to the contrary, each of the Company, the Managing Member and the Members acknowledges and agrees that each Member, in its capacity as a Member, and such Member’s Affiliates (other than the Managing Member acting in its capacity as the Managing Member) (each, a “Released Party”), may decide or determine any matter subject to such Released Party’s approval pursuant to any provision of this Agreement or otherwise, in such Released Party’s sole and absolute discretion, and in making such decision or determination such Released Party shall have no duty, fiduciary or otherwise, to any other such Released Party or to the Company, it being the intent of all such Released Parties that each such Released Party, in its capacity as a Member, shall have the right to make any such determination solely on the basis of such Released Party’s own interests and have no duty or obligation to give any consideration to any other interest or factors whatsoever. Each of the Company, the Managing Member and the Members hereby agrees that any claims against, actions, rights to sue, other remedies or other recourse to or against such Released Parties or any of their respective Affiliates (other than the Managing Member acting in its capacity as the Managing Member) for or in connection with any such decision or determination, in each case whether arising in common law or equity or created by rule of Law, statute, constitution, contract (including this Agreement or any other Transaction Document) or otherwise, are in each case expressly released and waived by the Company and each such Released Party, to the fullest extent permitted by Law, as a condition of, and as part of the consideration for, the execution of this Agreement, the other Transaction Documents and any related agreement, and the incurring by such Released Parties of the obligations provided in such

agreements; provided, however, nothing contained herein shall release or otherwise prevent any such Released Party from asserting a claim against another such Released Party with respect to a violation of the implied contractual covenant of good faith and fair dealing implied by the Act, fraud or with respect to any breach or violation of any representation, warranty, covenant or agreement set forth in any Transaction Document.

EX-10.10 6 a2232908zex-10_10.htm EX-10.10

Exhibit 10.10

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

RANGER ENERGY HOLDINGS II, LLC

(A Delaware Limited Liability Company)

EFFECTIVE AS OF [·], 2017

THE UNITS REFERENCED HEREIN HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE OR FOREIGN SECURITIES LAWS. WITHOUT REGISTRATION, THESE SECURITIES MAY NOT BE SOLD, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED AT ANY TIME WHATSOEVER, EXCEPT ON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE BOARD OF THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR THE TRANSFER, OR THE SUBMISSION TO THE BOARD OF THE COMPANY OF OTHER EVIDENCE SATISFACTORY TO THE BOARD TO THE EFFECT THAT ANY TRANSFER WILL NOT BE IN VIOLATION OF THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE AND FOREIGN SECURITIES LAWS OR ANY RULE OR REGULATION PROMULGATED THEREUNDER. ADDITIONALLY, ANY SALE OR OTHER TRANSFER OF UNITS IS SUBJECT TO CERTAIN RESTRICTIONS THAT ARE SET FORTH IN THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT.

AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
OF
RANGER ENERGY HOLDINGS II, LLC
(A Delaware Limited Liability Company)

TABLE OF CONTENTS

		Page

ARTICLE 1
DEFINITIONS

1.1	Definitions	2
1.2	Other Definitional Provisions	14

ARTICLE 2
CONTINUATION

2.1	Name and Continuation; Effect on Prior Agreement	14
2.2	Principal Place of Business	15
2.3	Registered Office and Agent	15
2.4	Duration	15
2.5	Purposes and Powers	15
2.6	Foreign Qualification	15
2.7	No State-Law Partnership	15

ARTICLE 3
MEMBERSHIP

3.1	Members	16
3.2	Additional Members	16
3.3	Transfer Restriction	16
3.4	Reserved	17
3.5	Reserved	17
3.6	Call Option	17
3.7	Community Property	19
3.8	Drag-Along Right	21
3.9	Substitute Member	22
3.10	Assignee’s Rights	22
3.11	Tax Matters	23
3.12	Confidentiality; Non-Compete; Non-Solicitation	23
3.13	Lack of Authority	25
3.14	Liability to Third Parties	25
3.15	Withdrawal	25
3.16	Compensation	26
3.17	Certificates	26

3.18	Waiver of Fiduciary Duties and Corporate Opportunity	26
3.19	Reserved	27
3.20	Fair Market Value	27
3.21	Ranger Reorganization	28

ARTICLE 4
MEETINGS OF MEMBERS

4.1	Place	29
4.2	Annual Meetings	29
4.3	Special Meetings	29
4.4	Notice	29
4.5	Quorum	30
4.6	General Voting Procedures	30
4.7	Registered Members	30
4.8	Actions Without a Meeting and Telephonic Meetings	30

ARTICLE 5
RIGHTS AND DUTIES OF THE BOARD

5.1	Management	30
5.2	Number and Qualifications	31
5.3	Election	31
5.4	Vacancy	31
5.5	Removal	31
5.6	Annual Meetings	31
5.7	Regular Meetings	31
5.8	Special Meetings	31
5.9	General Voting Procedures	32
5.10	Quorum	32
5.11	Attendance and Waiver of Notice	32
5.12	No Compensation; Reimbursement of Expenses	32
5.13	Officers	32
5.14	Actions Without a Meeting and Telephone Meetings	33
5.15	Reserved	33
5.16	Responsibility of the Managers and Officers; Limitation of Liability	33

ARTICLE 6
CAPITALIZATION

6.1	Capital Contributions	33
6.2	Reserved	34
6.3	Reserved	34
6.4	Equity Incentive Plan	34
6.5	Reserved	35
6.6	Withdrawal or Reduction of Capital Contributions	35
6.7	Units	35

6.8	Liability of Members	36

ARTICLE 7
ALLOCATIONS AND DISTRIBUTIONS

7.1	Distributions	36
7.2	Basic Allocations	37
7.3	Allocations on Transfers	38
7.4	Special Allocations	38
7.5	Curative Allocations	40
7.6	Other Allocation Rules	40
7.7	Capital Accounts	40
7.8	Tax Withholding	41

ARTICLE 8
INDEMNIFICATION AND INSURANCE

8.1	Right to Indemnification	42
8.2	Right to Advancement of Expenses	42
8.3	Non-Exclusivity of Rights	42
8.4	Insurance	42
8.5	Indemnification of Employees and Agents	42
8.6	Other Indemnities	43

ARTICLE 9
BOOKS AND ACCOUNTS

9.1	Accounting Principles	43
9.2	Records	43
9.3	Tax Returns and Other Elections	43
9.4	Tax Matters Member	44
9.5	Bank Accounts	44

ARTICLE 10
DISSOLUTION AND WINDING UP

10.1	Dissolution	45
10.2	Winding-up	45
10.3	Distribution of Assets on Dissolution	45
10.4	Distributions in Kind	46
10.5	Certificate of Cancellation	46

ARTICLE 11
MISCELLANEOUS PROVISIONS

11.1	Notices	46
11.2	Amendments	47
11.3	Reliance on Authority of Persons Signing Agreement	48

iii

11.4	Governing Law; Exclusive Venue	48
11.5	No Action for Partition	49
11.6	Headings and Sections; Exhibits	49
11.7	Number and Gender	49
11.8	Binding Effect	49
11.9	No Third-Party Beneficiary	49
11.10	Sole and Absolute Discretion	49
11.11	Title to Company Property	49
11.12	Severability	50
11.13	Counterparts	50
11.14	Entire Agreement	50

SPOUSAL JOINDERS

Form of Spousal Joinder

EXHIBITS

Exhibit A Basic Information

Exhibit B Adoption Agreement

AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
OF
RANGER ENERGY HOLDINGS II, LLC
(A Delaware Limited Liability Company)

THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT, dated effective as of [·], 2017, is hereby duly adopted as the Limited Liability Company Agreement of Ranger Energy Holdings II, LLC, a Delaware limited liability company (the “Company”), by the undersigned.

RECITALS

WHEREAS, the Company was formed as a Delaware limited liability company on [·], 2017, by the filing of a Certificate of Formation (the “Certificate”) with the Delaware Secretary of State;

WHEREAS, immediately prior to the effective date of this Agreement, the Company was governed by that certain Limited Liability Company Agreement of the Company, dated as of [·], 2017 (as subsequently amended, the “Prior Agreement”);

WHEREAS, immediately prior to the Ranger Reorganization (as defined below), CSL Energy Holdings I, LLC, a Delaware limited liability company (“Offshore Fund I”), CSL Energy Holdings II, LLC, a Delaware limited liability company (“Offshore Fund II”), and each holder of Class C Units or Class D Units in Ranger Energy Holdings, LLC, a Delaware limited liability company (“RES Holdings I”) (the “RES Carried Interest Holders”), held Class A-1 Units or Class C and Class D Units in RES Holdings I and were governed by that certain Limited Liability Company Agreement of RES Holdings I, dated as of October 3, 2016 ( the “RES Holdings I LLC Agreement”);

WHEREAS, the Company, Ranger Energy Services, Inc., a Delaware corporation “PubCo”), RES Holdings I and their related companies wish to engage in an initial public offering (the “Ranger IPO”), which will be effected using an “Up-C” structure that entails, among other things, offering shares of Class A common stock, par value $0.01 per share, of PubCo;

WHEREAS, the Company was formed in order to facilitate the series of restructuring transactions (the “Ranger Reorganization”) described in the Master Reorganization Agreement that will occur immediately prior to the Ranger IPO;

WHEREAS, in connection with the Ranger Reorganization, (i) Offshore Fund I and Offshore Fund II will be issued Class A-1 Units in the Company that correspond to such Person’s Class A-1 Units in RES Holdings I that are to be redeemed, (ii) each RES Carried Interest Holder will be issued Class C Units or Class D Units in the Company that correspond to the percentage of such Person’s Class C Units or Class D Units in RES Holdings I that are to be redeemed and (iii) the Company shall authorize but not issue a number of Class C Units and

Class D Units of the Company equal to the number of authorized but unissued Class C Units and Class D Units of RES Holdings I that RES Holdings I is to terminate and cancel;

WHEREAS, immediately following the Ranger Reorganization, the Class A-1 Units, Class C Units and Class D Units described in the foregoing paragraph shall be the only outstanding Units of the Company; and

ARTICLE 1
DEFINITIONS

1.1 Definitions

. The following terms used in this Agreement shall have the following meanings (unless otherwise expressly provided herein):

“1933 Act” means the Securities Act of 1933, as amended, and any successor statute.

“Accountant” means the certified public accountant or firm of certified public accountants, if any, selected by the Board to perform accounting functions on behalf of the Company.

“Act” means the Delaware Limited Liability Company Act, as the same may be amended from time to time, and any successor statute.

“Adoption Agreement” means an agreement between the Company and a newly-admitted Member substantially in the form of Exhibit B or any other form Approved by the Board.

“Advancement of Expenses” has the meaning set forth in Section 8.2.

“Affiliate” means:

(a) with respect to any Person, any other Person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such Person; or

(b) with respect to the Company, any subsidiary of the Company and any Manager or any affiliate (as such term is defined in clause (a) of this definition) of any Manager.

“Agreement” means this Amended and Restated Limited Liability Company Agreement of the Company, as originally adopted and as amended or restated from time to time.

“Approval of a Majority of the Class A-1 Members” or “Approved by a Majority of the Class A-1 Members” means the affirmative approval of any Class A-1 Members who, in the aggregate, own more than fifty percent (50%) of the Class A-1 Units owned by all of the Class A-1 Members.

“Approval of the Board” or “Approved by the Board” means the affirmative approval of a Majority of the Managers by voting power, as set forth in Section 5.9.