SC 13D/A

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

Sole Voting Power

0

Shared Voting Power

9,891,401*

Sole Dispositive Power

0

Shared Dispositive Power

9,891,401**

0001193125-21-279572.txt : 20210922 0001193125-21-279572.hdr.sgml : 20210922 20210922172653 ACCESSION NUMBER: 0001193125-21-279572 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20210922 DATE AS OF CHANGE: 20210922 GROUP MEMBERS: CSL CAPITAL MANAGEMENT, L.P. GROUP MEMBERS: CSL CM GP, LLC GROUP MEMBERS: CSL ENERGY HOLDINGS I, LLC GROUP MEMBERS: CSL ENERGY HOLDINGS II, LLC GROUP MEMBERS: CSL ENERGY OPPORTUNITIES FUND I, L.P. GROUP MEMBERS: CSL ENERGY OPPORTUNITIES FUND II, L.P. GROUP MEMBERS: CSL ENERGY OPPORTUNITY GP I, LLC GROUP MEMBERS: CSL ENERGY OPPORTUNITY GP II, LLC GROUP MEMBERS: CSL FUND II PREFERRED HOLDINGS LLC GROUP MEMBERS: RANGER ENERGY HOLDINGS II, LLC GROUP MEMBERS: RANGER ENERGY HOLDINGS, LLC GROUP MEMBERS: TORRENT ENERGY HOLDINGS II, LLC GROUP MEMBERS: TORRENT ENERGY HOLDINGS, LLC SUBJECT COMPANY: 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: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-90086 FILM NUMBER: 211270357 BUSINESS ADDRESS: STREET 1: 10350 RICHMOND AVENUE STREET 2: SUITE 550 CITY: HOUSTON STATE: TX ZIP: 77042 BUSINESS PHONE: (713) 935-8900 MAIL ADDRESS: STREET 1: 10350 RICHMOND AVENUE STREET 2: SUITE 550 CITY: HOUSTON STATE: TX ZIP: 77042 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Leykum Charles S. CENTRAL INDEX KEY: 0001708727 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 1000 LOUISIANA STREET STREET 2: SUITE 3850 CITY: HOUSTON STATE: TX ZIP: 77002 SC 13D/A 1 d170804dsc13da.htm SC 13D/A SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

Ranger Energy Services, Inc.

(Name of Issuer)

CLASS A COMMON STOCK, $0.01 PAR VALUE

(Title of Class of Securities)

75282U 104

(CUSIP Number)

Charles S. Leykum

700 Louisiana Street, Suite 2700

Houston, Texas 77002

(281) 407-0686

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

September 10, 2021

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No. 75282U 104


1.		Name of Reporting Persons Charles S. Leykum
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
3.		SEC Use Only
4.		Source of Funds OO
5.		Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization United States of America

Consists of (a) 3,025,247 shares of Class A Common Stock, par value of $0.01 per share (the “Class A Common Stock”), of Ranger Energy Services, Inc., a Delaware corporation (the “Issuer”), and (b) 6,866,154 shares of Class B Common Stock, par value of $0.01 per share, of the Issuer (“Class B Common Stock”) and an equivalent number of units of RNGR Energy Services, LLC (“Ranger LLC”), which together are exchangeable for shares of Class A Common Stock on a one-for-one basis (“Ranger Units”) pursuant to that certain Amended and Restated Limited Liability Company Agreement of Ranger LLC (the “Ranger LLCA”). The Class A Common Stock, Class B Common Stock and Ranger Units are collectively referred to herein as the “Securities”. See Item 5 for a further description of the beneficial ownership of Class A Common Stock reported herein, which description is incorporated herein by reference.

Consists of (a) 3,025,247 shares of Class A Common Stock and (b) 6,866,154 shares of Class B Common Stock and an equivalent number of Ranger Units, which together are exchangeable for shares of Class A Common Stock on a one-for-one basis pursuant to the Ranger LLCA. See Item 5 for a further description of the beneficial ownership of Class A Common Stock reported herein, which description is incorporated herein by reference.

***

Based on a combined total of 17,896,714 shares of Class A Common Stock. This combined total consists of (a) 11,030,560 shares of Class A Common Stock outstanding as of July 28, 2021, and (b) assumes that all 6,866,154 shares of Class B Common Stock beneficially owned by the Reporting Person as of July 28, 2021 (along with an equivalent number of Ranger Units, and no other shares of Class B Common Stock or Ranger Units) were exchanged for newly-issued shares of Class A Common Stock on a one-for-one basis.


CUSIP No. 75282U 104


1.		Name of Reporting Persons CSL Energy Opportunity GP I, LLC 45-2494955
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
3.		SEC Use Only
4.		Source of Funds OO
5.		Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware

Consists of (a) 1,813,910 shares of Class A Common Stock and (b) 5,621,491 shares of Class B Common Stock and an equivalent number of Ranger Units, which together are exchangeable for shares of Class A Common Stock on a one-for-one basis pursuant to the Ranger LLCA. See Item 5 for a further description of the beneficial ownership of Class A Common Stock reported herein, which description is incorporated herein by reference.

***


CUSIP No. 75282U 104


1.		Name of Reporting Persons CSL Energy Opportunity GP II, LLC 47-2465769
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
3.		SEC Use Only
4.		Source of Funds OO
5.		Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware

Consists of (a) 2,849,723 shares of Class A Common Stock and (b) 6,866,154 shares of Class B Common Stock and an equivalent number of Ranger Units, which together are exchangeable for shares of Class A Common Stock on a one-for-one basis pursuant to the Ranger LLCA. See Item 5 for a further description of the beneficial ownership of Class A Common Stock reported herein, which description is incorporated herein by reference.

Consists of (a) 2,536,598 shares of Class A Common Stock and (b) 5,277,304 shares of Class B Common Stock and an equivalent number of Ranger Units, which together are exchangeable for shares of Class A Common Stock on a one-for-one basis pursuant to the Ranger LLCA. See Item 5 for a further description of the beneficial ownership of Class A Common Stock reported herein, which description is incorporated herein by reference.

***


CUSIP No. 75282U 104


1.		Name of Reporting Persons Ranger Energy Holdings, LLC 38-3934054
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
3.		SEC Use Only
4.		Source of Funds OO
5.		Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware

Consists of (a) 1,325,261 shares of Class A Common Stock and (b) 4,482,641 shares of Class B Common Stock and an equivalent number of Ranger Units, which together are exchangeable for shares of Class A Common Stock on a one-for-one basis pursuant to the Ranger LLCA. See Item 5 for a further description of the beneficial ownership of Class A Common Stock reported herein, which description is incorporated herein by reference.

***


CUSIP No. 75282U 104


1.		Name of Reporting Persons Torrent Energy Holdings, LLC 37-1760971
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
3.		SEC Use Only
4.		Source of Funds OO
5.		Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware

Consists of (a) 313,125 shares of Class A Common Stock and (b) 1,138,850 shares of Class B Common Stock and an equivalent number of Ranger Units, which together are exchangeable for shares of Class A Common Stock on a one-for-one basis pursuant to the Ranger LLCA. See Item 5 for a further description of the beneficial ownership of Class A Common Stock reported herein, which description is incorporated herein by reference.

***


CUSIP No. 75282U 104


1.		Name of Reporting Persons Ranger Energy Holdings II, LLC
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
3.		SEC Use Only
4.		Source of Funds OO
5.		Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware

***


CUSIP No. 75282U 104


1.		Name of Reporting Persons Torrent Energy Holdings II, LLC 30-0998585
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
3.		SEC Use Only
4.		Source of Funds OO
5.		Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware

***


CUSIP No. 75282U 104


1.		Name of Reporting Persons CSL Energy Holdings I, LLC 45-2665080
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
3.		SEC Use Only
4.		Source of Funds OO
5.		Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware

Consists of (a) 1,638,386 shares of Class A Common Stock and (b) 5,621,491 shares of Class B Common Stock and an equivalent number of Ranger Units, which together are exchangeable for shares of Class A Common Stock on a one-for-one basis pursuant to the Ranger LLCA. See Item 5 for a further description of the beneficial ownership of Class A Common Stock reported herein, which description is incorporated herein by reference.

***


CUSIP No. 75282U 104


1.		Name of Reporting Persons CSL Energy Holdings II, LLC 32-0456689
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
3.		SEC Use Only
4.		Source of Funds OO
5.		Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware

Consists of (a) 2,179,631 shares of Class A Common Stock and (b) 4,482,641 shares of Class B Common Stock and an equivalent number of Ranger Units, which together are exchangeable for shares of Class A Common Stock on a one-for-one basis pursuant to the Ranger LLCA. See Item 5 for a further description of the beneficial ownership of Class A Common Stock reported herein, which description is incorporated herein by reference.

***


CUSIP No. 75282U 104


1.		Name of Reporting Persons CSL CM GP, LLC
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
3.		SEC Use Only
4.		Source of Funds OO
5.		Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware

Consists of (a) 1,211,337 shares of Class A Common Stock and (b) 6,416,154 shares of Class B Common Stock and an equivalent number of Ranger Units, which together are exchangeable for shares of Class A Common Stock on a one-for-one basis pursuant to the Ranger LLCA. See Item 5 for a further description of the beneficial ownership of Class A Common Stock reported herein, which description is incorporated herein by reference.

***


CUSIP No. 75282U 104


1.		Name of Reporting Persons CSL Capital Management, L.P. 26-2463632
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
3.		SEC Use Only
4.		Source of Funds OO
5.		Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware

***


CUSIP No. 75282U 104


1.		Name of Reporting Persons CSL Fund II Preferred Holdings LLC 85-1368579
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
3.		SEC Use Only
4.		Source of Funds OO
5.		Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware

Consists of (a) 1,211,337 shares of Class A Common Stock and (b) 5,277,304 shares of Class B Common Stock and an equivalent number of Ranger Units, which together are exchangeable for shares of Class A Common Stock on a one-for-one basis pursuant to the Ranger LLCA. See Item 5 for a further description of the beneficial ownership of Class A Common Stock reported herein, which description is incorporated herein by reference.

***


CUSIP No. 75282U 104


1.		Name of Reporting Persons CSL Energy Opportunities Fund I, L.P. 45-2495008
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
3.		SEC Use Only
4.		Source of Funds OO
5.		Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware

***


CUSIP No. 75282U 104


1.		Name of Reporting Persons CSL Energy Opportunities Fund II, L.P. 36-4799022
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
3.		SEC Use Only
4.		Source of Funds OO
5.		Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware

Consists of (a) 1,682,228 shares of Class A Common Stock and (b) 5,277,304 shares of Class B Common Stock and an equivalent number of Ranger Units, which together are exchangeable for shares of Class A Common Stock on a one-for-one basis pursuant to the Ranger LLCA. See Item 5 for a further description of the beneficial ownership of Class A Common Stock reported herein, which description is incorporated herein by reference.

***

The Reporting Persons (as defined below) previously filed a Schedule 13D with the Securities and Exchange Commission (the “SEC”) on November 19, 2019. This Amendment No. 3 to Schedule 13D amends Items 4 and 6 of the Schedule 13D filed by Charles S. Leykum, CSL Energy Opportunity GP I, LLC, CSL Energy Opportunity GP II, LL, Ranger Energy Holdings, LLC, Torrent Energy Holdings, LLC, Ranger Energy Holdings II, LLC, Torrent Energy Holdings II, LLC, CSL Energy Holdings I, LLC, CSL Energy Holdings II, LLC, CSL Energy Opportunities Fund I, L.P., CSL Energy Opportunities Fund II, L.P. and CSL Energy Opportunities Master Fund, LLC with the Securities and Exchange Commission on November 19, 2019, as amended on March 16, 2020 and May 15, 2020 (the “Schedule 13D”).

Except as set forth below and as to give effect to the changes in ownership amounts reflected above, all Items of the Schedule 13D remain unchanged. All capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Schedule 13D.

Item 4.

Security and Issuer

Item 4 of the Schedule 13D is hereby amended and supplemented by deleting the four paragraphs thereof and replacing it with the following:

On September 16, 2021, in connection with being selected as a successful bidder at an auction pursuant to section 363 of the U.S. Bankruptcy Code for certain assets of Basic Energy Services, Inc., the Issuer entered into a Securities Purchase Agreement, dated September 10, 2021 (the “Securities Purchase Agreement”) with certain accredited investors (each a “Purchaser” and collectively, the “Purchasers”) to issue and sell in a private placement (the “Private Placement”) 6,000,000 newly issued shares of Series A Convertible Preferred Stock, par value $0.01 per share (the “Preferred Stock”), in exchange for cash consideration in an aggregate amount of $42 million. The Securities Purchase Agreement requires the Issuer to, following the closing, hold a special meeting that includes a proposal for stockholders to approve the issuance of shares of Class A Common Stock to the Purchasers in connection with any future conversion of the Preferred Stock into Class A Common Stock that would, absent such approval, violate Section 312.03 of the New York Stock Exchange’s Listed Company Manual (the “Stockholder Approval”).

On September 10, 2021, in connection with the Private Placement, Ranger Energy Holdings, LLC, Ranger Energy Holdings II, LLC, Torrent Energy Holdings, LLC, Torrent Energy Holdings II, LLC, CSL Energy Holdings I, LLC, CSL Fund II Preferred Holdings LLC (the “CSL Voting Parties”) and Bayou entered into a Voting Agreement (the “Voting Agreement”) with the Issuer, pursuant to which, among other things, the CSL Voting Parties and Bayou agreed to certain transfer restrictions until the Stockholder Approval and to vote in favor of the Stockholder Approval.

Also on September 10, 2021, Ranger Energy Holdings, LLC, Torrent Energy Holdings, LLC, CSL Energy Opportunities Fund II, L.P., CSL Fund II Preferred Holdings LLC (collectively, the “CSL TRA Parties”) and Bayou Well Holdings Company, LLC also entered into a Tax Receivable Termination and Settlement Agreement (the “TRA Termination Agreement”) with the Issuer, pursuant to which, among other things, the Tax Receivable Agreement, dated August 16, 2017 (the “TRA”), was terminated effective as of September 10, 2021. In consideration of the termination of the TRA, the Issuer will issue an aggregate of 376,185 shares of Class A Common Stock of the Issuer to the CSL TRA Parties and Bayou following receipt of the TRA Termination Stockholder Approval (as defined below).

CSL and Bayou also consented to the redemption by Ranger LLC of their outstanding units in Ranger LLC and the redemption by the Issuer of corresponding shares of Class B Common Stock for an equivalent number of shares of Class A Common Stock, or cash, at the election of Ranger LLC or the Issuer, as the case may be. The redemptions are contingent on the closing of the Private Placement and the closing of the purchase by the Issuer of the Basic assets. Following the redemptions, no shares of Class B Common Stock will be issued and outstanding.

The foregoing summary is qualified in its entirety by the full text of the Voting Agreement, which is attached hereto as Exhibit 9, and the full text of the TRA Termination Agreement, which is attached hereto as Exhibit 10, and each of which is incorporated by reference herein.

Except as may be required by law, CSL does not intend to disclose developments with respect to the foregoing. The foregoing is not intended to limit the matters previously disclosed in Item 4 of this Schedule 13D.

Each Reporting Person reserves the right to change its intention with respect to any or all of the matters required to be disclosed in this Item 4.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

The information provided or incorporated by reference in Item 4 is hereby incorporated herein by reference.

Item 7.

Material to be Filed as Exhibits

Item 7 is hereby amended by adding the following exhibit:

Exhibit 9 Voting Agreement

Exhibit 10 Tax Receivable Termination and Settlement Agreement

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


Dated: September 22, 2021		Charles S. Leykum



/s/ Charles S. Leykum
Charles S. Leykum

CSL Energy Opportunity GP I, LLC

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

CSL Energy Opportunity GP II, LLC

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

Ranger Energy Holdings, LLC

By:		/s/ Charles S. Leykum
		Name: Charles S. Leykum
		Title: Senior Vice President

Torrent Energy Holdings, LLC

By:		/s/ Charles S. Leykum Name: Charles S. Leykum
		Title: Senior Vice President

Ranger Energy Holdings II, LLC

By:		/s/ Charles S. Leykum
		Name: Charles S. Leykum
		Title: Manager

Torrent Energy Holdings II, LLC

By:		CSL Energy Holdings I, LLC, its managing member

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


By:		/s/ Charles S. Leykum
		Name: Charles S. Leykum
		Title: Manager


CSL Energy Holdings I, LLC

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

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

CSL Energy Holdings II, LLC

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

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

CSL CM GP, LLC

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

CSL Capital Management, L.P.

By:		CSL CM GP, LLC, its general partner

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

CSL Fund II Preferred Holdings LLC

By:		CSL Capital Management, L.P.

By:		CSL CM GP, LLC, its general partner

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


CSL Energy Opportunities Fund I, L.P.

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

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

EX-99.9 2 d170804dex999.htm EX-99.9 EX-99.9

Exhibit 9

VOTING AGREEMENT

This VOTING AGREEMENT (this “Agreement”), dated as of September 10, 2021, is entered into by and among Ranger Energy Services, Inc., a Delaware corporation (the “Company”), Ranger Energy Holdings, LLC, a Delaware limited liability company (“Ranger Holdings I”), Ranger Energy Holdings II, LLC, a Delaware limited liability company (“Ranger Holdings II”), Torrent Energy Holdings, LLC, a Delaware limited liability company (“Torrent Holdings I”), Torrent Energy Holdings II, LLC, a Delaware limited liability company (“Torrent Holdings II”), CSL Energy Holdings I, LLC, a Delaware limited liability company (“CSL Holdings II”), CSL Fund II Preferred Holdings LLC (“CSL Preferred Holdings” and, together with Ranger Holdings I, Ranger Holdings II, Torrent Holdings I, Torrent Holdings II and CSL Holdings II, the “CSL Stockholders”), and Bayou Well Holdings, LLC, a Delaware limited liability company (“Bayou” and, together with the CSL Stockholders, the “Principal Stockholders”).

WHEREAS, concurrently with the execution of this Agreement, the Company has entered into a Securities Purchase Agreement (the “Purchase Agreement”) which, among other things, provides for (i) the creation of a new series of preferred stock of the Company, designated as the Series A Convertible Preferred Stock, par value $0.01 per share (the “Series A Preferred Stock”), (ii) the issuance and sale of the Series A Preferred Stock to the purchasers named as parties to the Purchase Agreement, and (iii) the potential conversion (the “Preferred Conversion”) of the Series A Preferred Stock into shares of the Company’s Class A Common Stock, par value $0.01 per share (the “Class A Common Stock”);

WHEREAS, the Principal Stockholders hold shares of Class A Common Stock and shares of Class B common stock, par value $0.01, of the Company (“Class B Common Stock” and, together with the Class A Common Stock, the “Common Stock”);

WHEREAS, as a condition and an inducement to the Company’s willingness to enter into the Purchase Agreement, the Company has required that the Principal Stockholders agree, and the Principal Stockholders have agreed, to enter into this Agreement with respect to all Common Stock that the Principal Stockholders beneficially own (as defined below) or own of record;

WHEREAS, the Principal Stockholders are the beneficial or record owners, and have either sole or shared voting power over, such number of shares of the Class A Common Stock and the Class B Common Stock, if any, as indicated opposite the Principal Stockholder’s name on Schedule A attached hereto; and

WHEREAS, Company desires that the Principal Stockholders agree, and the Principal Stockholders are willing to agree, subject to the limitations herein, not to Transfer (as defined below) any of its Subject Securities (as defined below), and to vote its Subject Securities to approve and adopt the Preferred Conversion.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1 Certain Definitions. As used in this Agreement, the following terms shall have the following meanings:

“Affiliate” means, with respect to any specified Person, a Person that directly or indirectly Controls or is Controlled by, or is under common Control with, such specified Person. For purposes of this Agreement, no party to this Agreement shall be deemed to be an Affiliate of another party to this Agreement solely by reason of the execution and delivery of this Agreement.

“Beneficial Owner” of a security is a Person who directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares (a) voting power, which includes the power to vote, or to direct the voting of, such security and/or (b) investment power, which includes the power to dispose of, or to direct the disposition of, such security. The terms “Beneficially Own” and “Beneficial Ownership” shall have correlative meanings. For the avoidance of doubt, for purposes of this Agreement each Principal Stockholder is deemed to Beneficially Own the shares of Common Stock owned by it, notwithstanding the fact that such shares are subject to this Agreement.

“Board” means the Board of Directors of the Company.

“Common Stock” has the meaning given in the recitals to this Agreement.

“Control” (including the terms “Controls,” “Controlled by” and “under common Control with”) means the possession, direct or indirect, of the power to (a) direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise or (b) vote 10% or more of the securities having ordinary voting power for the election of directors of a Person.

“Expiration Date” means the earliest to occur of (i) the date and time the Purchase Agreement is validly terminated pursuant to Section 7.1 thereof, or (ii) the date and time following issuance of the Series A Preferred Stock that no shares of Series A Preferred Stock remain outstanding.

“Person” means any individual, corporation, firm, partnership, joint venture, limited liability company, estate, trust, business association, organization, any court, administrative agency, regulatory body, commission or other governmental authority, board, bureau or instrumentality, domestic or foreign and any subdivision thereof or other entity, and also includes any managed investment account.

“Transfer” means, when used as a noun, any voluntary or involuntary, direct or indirect (whether through a change of control of the Transferor or any Person that controls the Transferor, the issuance or transfer of equity securities of the Transferor, by operation of law or otherwise), transfer, sale, pledge or hypothecation or other disposition and, when used as a verb, voluntarily or involuntarily, directly or indirectly (whether through a change of control of the Transferor or any Person that controls the Transferor, the issuance or transfer of equity securities of the Transferor or any Person that controls the Transferor, by operation of law or otherwise), to transfer, sell, pledge or hypothecate or otherwise dispose of. The terms “Transferee,” “Transferor,” “Transferred,” and other forms of the word “Transfer” shall have the correlative meanings.

Section 1.2 Rules of Construction.

(a) Unless the context requires otherwise: (i) any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms; (ii) references to Articles and Sections refer to articles and sections of this Agreement; (iii) the terms “include,” “includes,” “including” and words of like import shall be deemed to be followed by the words “without limitation”; (iv) the terms “hereof,” “hereto,” “herein” or “hereunder” refer to this Agreement as a whole and not to any particular provision of this Agreement; (v) unless the context otherwise requires, the term “or” is not exclusive and shall have the inclusive meaning of “and/or”; (vi) defined terms herein will apply equally to both the singular and plural forms and derivative forms of defined terms will have correlative meanings; (vii) references to any law or statute shall include all rules and regulations promulgated thereunder, and references to any law or statute shall be construed as including any legal and statutory provisions consolidating, amending, succeeding or replacing the applicable law or statute; (viii) references to any Person include such Person’s successors and permitted assigns; and (ix) references to “days” are to calendar days unless otherwise indicated.

(b) The headings in this Agreement are for convenience and identification only and are not intended to describe, interpret, define or limit the scope, extent or intent of this Agreement or any provision thereof.

(c) This Agreement shall be construed without regard to any presumption or other rule requiring construction against the party that drafted or caused this Agreement to be drafted

ARTICLE II

PRIOR AGREEMENT

Section 2.1 Restrictions on Other Agreements. The Principal Stockholders agree that this Agreement does not conflict with, and is expressly authorized under, the Stockholders’ Agreement, dated as of August 16, 2017 (the “Prior Stockholders’ Agreement”), by and among the Company and the Principal Stockholders. Each Principal Stockholder agrees not to, directly or indirectly, grant any proxy or enter into or agree to be bound by any voting trust, agreement or arrangement of any kind with respect to its shares of Common Stock if and to the extent the terms thereof conflict with the provisions of this Agreement (whether or not such proxy, voting trust, agreement or agreements are with other Principal Stockholders, holders of shares of Common Stock that are not parties to this Agreement or otherwise).

ARTICLE III

AGREEMENT TO RETAIN COMMON STOCK

Section 3.1 Transfer and Encumbrance of Common Stock. Other than a Transfer permitted by Section 6.9, until the Expiration Date, each Principal Stockholder agrees, with respect to the Common Stock owned beneficially or of record by the Principal Stockholder, not to (a) Transfer any such shares, or (b) deposit any such shares into a voting trust or enter into a voting agreement or arrangement with respect to such shares or grant any proxy (except as otherwise provided herein) or power of attorney with respect thereto.

Section 3.2 Additional Purchases. Each Principal Stockholder agrees that any Common Stock and other capital shares of the Company that the Principal Stockholder purchases or otherwise acquires or with respect to which the Principal Stockholder otherwise acquires sole or shared voting power after the execution of this Agreement and prior to the Expiration Date (the “New Company Shares”) will, in each case, be subject to the terms and conditions of this Agreement to the same extent as if they constituted Common Stock.

Section 3.3 Unpermitted Transfers. Any Transfer or attempted Transfer of any Common Stock in violation of this Section 3 will, to the fullest extent permitted by law, be null and void ab initio.

ARTICLE IV

AGREEMENT TO VOTE AND APPROVE

Section 4.1 Common Stock. Until the Expiration Date, at every meeting of the stockholders of the Company called with respect to any of the following matters, and at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders of the Company with respect to any of the following matters, each Principal Stockholder will, or will cause the holder of record on any applicable record date to (including via proxy), vote 100% of the Common Stock and any New Company Shares owned beneficially or of record by the Principal Stockholder: (a) in favor of the approval of the Preferred Conversion; (b) in favor of any proposal to adjourn a meeting of the stockholders of the Company to solicit additional proxies in favor of the approval of the Preferred Conversion; and (c) against any action that would reasonably be expected to impede, interfere with, materially delay, materially postpone or materially adversely affect consummation of the Preferred Conversion. For the avoidance of doubt, until the Expiration Date, the Principal Stockholders shall vote in favor of the Preferred Conversion regardless of any recommendation of the Board in favor of or against the Preferred Conversion.

Section 4.2 Irrevocable Proxy. By execution of this Agreement, each Principal Stockholder does hereby appoint and constitute the Company, and any one or more other individuals designated by the Company, and each of them individually, until the Expiration Date (at which time this proxy shall automatically be revoked), with full power of substitution and resubstitution, as the Principal Stockholder’s true and lawful attorneys-in-fact and irrevocable proxies, to the fullest extent of the Principal Stockholder’s rights with respect to the Common Stock owned beneficially or of record by the Principal Stockholder, to vote such Common Stock solely with respect to the matters set forth in Section 4.1 hereof. Each Principal Stockholder will retain the authority to vote its Common Stock in its discretion on all other matters. Each Principal Stockholder intends this proxy to be irrevocable and coupled with an interest hereafter until the Expiration Date (at which time this proxy shall automatically be revoked) for all purposes and hereby revokes any proxy previously granted by the Principal Stockholder with respect to its Common Stock. The Principal Stockholders hereby ratify and confirm all actions that the proxies appointed hereunder may lawfully do or cause to be done in accordance with this Agreement.

ARTICLE V

EFFECTIVENESS AND TERMINATION

Section 5.1 Termination. This Agreement shall terminate upon the Expiration Date.

ARTICLE VI

MISCELLANEOUS

Section 6.1 Notices. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be personally delivered, sent by nationally recognized overnight courier, mailed by registered or certified mail or be sent by facsimile or electronic mail to such party at the address set forth below (or such other address as shall be specified by like notice). Notices will be deemed to have been duly given hereunder if (a) personally delivered, when received, (b) sent by nationally recognized overnight courier, one business day after deposit with the nationally recognized overnight courier, (c) mailed by registered or certified mail, five business days after the date on which it is so mailed, and (d) sent by facsimile or electronic mail, on the date sent so long as such communication is transmitted before 5:00 p.m. in the time zone of the receiving party on a business day, otherwise, on the next business day.

(a)

If to the Company, to:

Ranger Energy Services, Inc.

10350 Richmond, Suite 550

Houston, Texas 77042

Attention: J. Brandon Blossman

E-mail: brandon.blossman@rangerenergy.com

(b)

If to CSL, to:

1000 Louisiana Street, Suite 3850

Houston, TX 770002

Attention: General Counsel

E-mail: kent@cslenergy.com

(c)

If to Bayou, to:

Bayou Well Holdings Company, LLC

800 Gessner, Suite 1100

Houston, Texas 77024

Attn: Brett T. Agee

E-Mail: bagee@bayouwellservices.com

Section 6.2 Severability. The provisions of this Agreement shall be deemed severable, and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof. If any provision of this Agreement, or the application thereof to any Person or any circumstance, is found to be invalid or unenforceable in any jurisdiction, (a) a

suitable and equitable provision shall be substituted therefor in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable provision and (b) the remainder of this Agreement and the application of such provision to other Persons or circumstances shall not be affected by such invalidity or unenforceability, nor shall such invalidity or unenforceability affect the validity or enforceability of such provision, or the application thereof, in any other jurisdiction.

Section 6.3 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which, taken together, shall be considered one and the same agreement.

Section 6.4 Entire Agreement; No Third-Party Beneficiaries. This Agreement (a) constitutes the entire agreement and, other than the Prior Stockholders’ Agreement, supersedes all other prior agreements, both written and oral, among the parties hereto with respect to the subject matter hereof and (b) is not intended to confer upon any Person, other than the parties hereto, any rights or remedies hereunder.

Section 6.5 Further Assurances. Each party hereto shall execute, deliver, acknowledge and file such other documents and take such further actions as may be reasonably requested from time to time by the other parties hereto to give effect to and carry out the transactions contemplated herein.

Section 6.6 Governing Law; Equitable Remedies. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE (WITHOUT GIVING EFFECT TO CONFLICT OF LAWS PRINCIPLES THEREOF). The parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with its specific terms or was otherwise breached. It is accordingly agreed that the parties hereto shall be entitled to an injunction or injunctions and other equitable remedies to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in any of the Selected Courts (as defined below), this being in addition to any other remedy to which they are entitled at law or in equity. Any requirements for the securing or posting of any bond with respect to such remedy are hereby waived by each of the parties hereto. Each party hereto further agrees that, in the event of any action for an injunction or other equitable remedy in respect of such breach or enforcement of specific performance, it will not assert the defense that a remedy at law would be adequate.

Section 6.7 Consent To Jurisdiction. With respect to any suit, action or proceeding (“Proceeding”) arising out of or relating to this Agreement, each of the parties hereto hereby irrevocably (a) submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware and the United States District Court for the District of Delaware and the appellate courts therefrom (the “Selected Courts”) and waives any objection to venue being laid in the Selected Courts whether based on the grounds of forum non conveniens or otherwise and hereby agrees not to commence any such Proceeding other than before one of the Selected Courts; provided, however, that a party may commence any Proceeding in a court other than a Selected Court solely for the purpose of enforcing an order or judgment issued by one of the Selected Courts; (b) consents to service of process in any Proceeding by the mailing of copies thereof by registered or

certified mail, postage prepaid, or by recognized international express carrier or delivery service, to their respective addresses referred to in Section 6.1 hereof; provided, however, that nothing herein shall affect the right of any party hereto to serve process in any other manner permitted by law; and (c) TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW THAT CANNOT BE WAIVED, WAIVES, AND COVENANTS THAT IT WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE) ANY RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING IN WHOLE OR IN PART UNDER OR IN CONNECTION WITH THIS AGREEMENT, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AND AGREES THAT ANY OF THEM MAY FILE A COPY OF THIS PARAGRAPH WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY AND BARGAINED-FOR AGREEMENT AMONG THE PARTIES IRREVOCABLY TO WAIVE THE RIGHT TO TRIAL BY JURY IN ANY PROCEEDING WHATSOEVER BETWEEN THEM RELATING TO THIS AGREEMENT AND TO HAVE ALL MATTERS RELATING TO THIS AGREEMENT BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY.

Section 6.8 Amendments; Waivers.

(a) (a) No provision of this Agreement may be amended or waived unless such amendment or waiver is in writing and signed (i) in the case of an amendment, by each of the parties hereto, and (ii) in the case of a waiver, by each of the parties against whom the waiver is to be effective.

(b) No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

Section 6.9 Assignment. Neither this Agreement nor any of the rights or obligations hereunder shall be assigned by any of the parties hereto without the prior written consent of the other parties; provided, however, that the Principal Stockholders may each assign any of its respective rights hereunder to any of its Affiliates in connection with a Transfer of Common Stock, so long as such Affiliate, in connection with such Transfer, executes a joinder to this Agreement pursuant to which such Affiliate agrees to become a party to this Agreement and be subject to the restrictions applicable to the Principal Stockholder and otherwise become a party for all purposes of this Agreement; provided, that no such Transfer shall relieve the Principal Stockholder from its obligations under this Agreement, other than with respect to the Common Stock Transferred in accordance with the foregoing provision. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns.

[Signature page follows.]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.


COMPANY:

RANGER ENERGY SERVICES, INC.



By:		/s/ Brandon Blossman


Name:		J. Brandon Blossman
Title:		Chief Financial Officer

Signature Page to Voting Agreement


PRINCIPAL STOCKHOLDERS:

RANGER ENERGY HOLDINGS, LLC



By:		/s/ Charles S. Leykum


Name:		Charles S. Leykum
Title:		Senior Vice President



RANGER ENERGY HOLDINGS II, LLC



By:		/s/ Charles S. Leykum


Name:		Charles S. Leykum
Title:		Manager



TORRENT ENERGY HOLDINGS, LLC



By:		/s/ Charles S. Leykum


Name:		Charles S. Leykum
Title:		Senior Vice President



TORRENT ENERGY HOLDINGS II, LLC



By:		CSL Energy Holdings I, LLC, its managing member

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



By:		/s/ Charles S. Leykum


Name:		Charles S. Leykum
Title:		Managing Member

Signature Page to Voting Agreement


CSL ENERGY HOLDINGS I, LLC



By:		/s/ Charles S. Leykum


Name:		Charles S. Leykum
Title:		Authorized Signatory



CSL FUND II PREFERRED HOLDINGS LLC



By:		/s/ Charles S. Leykum


Name:		Charles S. Leykum
Title:		Authorized Signatory



BAYOU WELL HOLDINGS, LLC



By:		/s/ Brett T. Agee


Name:		Brett T. Agee
Title:		President & Chief Executive Officer

Signature Page to Voting Agreement

Schedule A


Principal Stockholder	Shares of Common Stock
	Class A		Class B
Ranger Energy Holdings, LLC				4,482,641
Ranger Energy Holdings II, LLC		1,325,261
Torrent Energy Holdings, LLC				1,138,850
Torrent Energy Holdings II, LLC		313,125
CSL Energy Holdings I, LLC		175,524
CSL Fund II Preferred Holdings LLC		1,211,337		794,663
Bayou Well Holdings, LLC				450,000

Schedule A to Voting Agreement

EX-99.10 3 d170804dex9910.htm EX-99.10 EX-99.10

Exhibit 10

TAX RECEIVABLE TERMINATION AND SETTLEMENT AGREEMENT

This TAX RECEIVABLE TERMINATION AND SETTLEMENT AGREEMENT (the “Agreement”) is entered into as of September 10, 2021, by and among (i) Ranger Energy Services, Inc. a Delaware corporation (the “Company”), (ii) CSL Capital Management, LLC, as agent (the “Agent”), (iii) Ranger Energy Holdings, LLC, a Delaware limited liability company (“Ranger Holdings”), (iv) Torrent Energy Holdings, LLC, a Delaware limited liability company (“Torrent Holdings”), (v) CSL Energy Opportunities Fund II, L.P., a Delaware limited partnership (“CSL Fund”), (vi) CSL Fund II Preferred Holdings LLC, a Delaware limited liability company (“Preferred Holdings”), and (vii) Bayou Well Holdings Company, LLC, a Delaware limited liability company (“Bayou” and, together with Ranger Holdings, Torrent Holdings and CSL Fund, the “TRA Holders”, and together with Preferred Holdings and the Company, the “Parties”).

WHEREAS, certain of the Parties previously entered into that certain Tax Receivable Agreement, dated as of August 16, 2017 (the “TRA”);

WHEREAS, the transactions contemplated by this Agreement have been approved by three disinterested members of the Company’s Board of Directors (the “Board”) (including two members of the Audit Committee thereof) in accordance with the Company’s Related Party Transactions Policy; and

WHEREAS, the Company desires to terminate the TRA and the TRA Holders desire to accept payment for such termination and to release the Company from all obligations thereunder, as specified in this Agreement.

NOW, THEREFORE, in consideration of the premises, representations, warranties and covenants herein contained, the Parties agree as follows:

Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the TRA.

ARTICLE I

THE TERMINATION PAYMENT

1.1 Termination Payment; No Further Obligations.

(a) No later than one (1) Business Day following the date on which that certain Securities Purchase Agreement, by and among the Company and the purchasers whose names and addresses are set forth on the signature pages thereto (the “Securities Purchase Agreement”), is entered into, the Company shall instruct its transfer agent to issue to the TRA Holders an aggregate 376,185 shares of the Company’s Class A common stock, par value $0.01 per share (such issuance, the “Termination Payment”), in book entry form in the name of the TRA Holders (or their respective designees) in accordance with the percentages set forth in Section 1.1(b) as payment in full to satisfy all obligations to the TRA Holders under the TRA. During the period between the date of this Agreement and the issuance of the Termination Payment (the “Interim Period”), each Party shall use its reasonable best efforts to cause the consummation of the transactions contemplated hereby.

(b) The payments set forth in Section 1.1(a) shall be made to the TRA Holders in accordance with the following percentages (in each case rounded to the nearest whole share):

(i)

Ranger Holdings — 79.32%;

(ii)

Torrent Holdings — 16.56%;

(iii)

CSL Fund — 3.30%; and

(iv)

Bayou — 0.81%.

1.2 Effect on TRA. The TRA Holders and the Company acknowledge and agree that, except for Section 7.4 (Governing Law) and Section 7.13 (Confidentiality) of the TRA (the “Surviving TRA Terms”), the TRA (including any rights or obligations relating to any “Early Termination Payment” as defined and contemplated therein) shall be terminated as of the date hereof, and no party thereto shall have any further liability or obligations thereunder or with respect thereto other than those with respect to the Surviving TRA Terms and the obligations set forth in this Agreement.

1.3 TRA Holder Exchanges. In advance of and conditioned solely on the closing of the Acquisition (as defined in the Securities Purchase Agreement), each TRA Holder (and Preferred Holdings in its capacity as a holder of the Company’s Class B common stock) shall provide to RNGR Energy Services, LLC (“RNGR LLC”) (with a copy to the Company) a Redemption Notice (as defined in the Amended and Restated Limited Liability Company Agreement of RNGR LLC dated August 16, 2017 (as amended, the “RNGR LLCA”)) with respect to the redemption by such TRA Holder of all of its Units (as defined in the RNGR LLCA), together with a corresponding number of shares of the Company’s Class B common stock, par value $0.01 per share, for an equivalent number of shares of the Company’s Class A common stock (or cash at the election of RNGR LLC or the Company), in each case pursuant to the terms of the RNGR LLCA (other than with respect to the rights of any such TRA Holder to provide a “Retraction Notice” as defined in the RNGR LLCA, which such right, for avoidance of doubt, shall not apply with respect to the redemptions contemplated by this Section 1.3).

1.4 Stockholder Consent. As promptly as reasonably practicable after the date of this Agreement, at the Company’s option, (i) in accordance with the laws of the State of Delaware and the Company’s amended and restated certificate of incorporation and amended and restated bylaws, take all action necessary to duly call, give notice of, convene and hold a meeting of stockholders for the purpose of obtaining the Stockholder Approval, which includes the unanimous recommendation of the Board for the Company’s stockholders to vote for the Stockholder Approval, subject to the fiduciary obligations under applicable law of the Board (as determined in good faith by the Board after consultation with the Company’s outside counsel) or (ii) deliver to each TRA Holder a written consent of the stockholders of the Company representing the Stockholder Approval. The TRA Holders agree to furnish to the Company all information concerning such TRA Holder as the Company may reasonably request in connection with any such stockholder meeting.

ARTICLE II

REPRESENTATIONS AND WARRANTIES OF THE TRA HOLDERS

Each TRA Holder represents and warrants to the Company that the statements contained in this Article II are true and correct with respect to such TRA Holder as of the date of this Agreement.

2.1 Authorization of Transaction. Such TRA Holder has all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery by such TRA Holder of this Agreement and the performance by such TRA Holder of this Agreement and the consummation by such TRA Holder of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of such TRA Holder. This Agreement has been duly and validly executed and delivered by such TRA Holder and such agreements, constitute valid and binding obligations of such TRA Holder, enforceable against such TRA Holder in accordance with its terms, except as such enforcement may be limited by general equitable principles or by applicable bankruptcy, insolvency, fraudulent transfer, moratorium, or similar laws, legal requirements and judicial decisions from time to time in effect which affect creditors’ rights generally. The TRA Holders party hereto, the Agent and the Company are the only parties to the TRA, and no Person other than the TRA Holders, the Agent and the Company have any rights, entitlements or obligations under the TRA.

2.2 Shareholder Approval. The TRA Holders acknowledge that the Company cannot issue the Termination Payment prior to receipt of the requisite stockholder approval in accordance with Section 312.03 of the New York Stock Exchange Listed Company Manual (the “Stockholder Approval”).

2.3 Investment Intent. Such TRA Holder is an “accredited investor,” as such term is defined in Regulation D under the U.S. Securities Act of 1933, as amended (the “Securities Act”). Such TRA Holder is acquiring its portion of the Termination Payment for the purpose of investment and not with a view towards the sale or distribution thereof within the meaning of the Securities Act. Such TRA Holder has been furnished with or has had access to the information it has requested from the Company and has had an opportunity to discuss with the management of the Company the business and financial affairs of the Company and its subsidiaries, and has generally such knowledge and experience in business and financial matters and with respect to investments in securities of so as to enable it to understand and evaluate the risks of such investment and to form an independent investment decision with respect thereto. Such TRA Holder understands that the Termination Payment has not been registered under the Securities Act, by reason of its issuance by the Company in a transaction exempt from the registration requirements of the Securities Act, and that the shares representing such TRA Holder’s portion of the Termination Payment must continue to be held by such TRA Holder unless a subsequent disposition thereof is registered under the Securities Act or is exempt from such registration.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company represents and warrants to the TRA Holders that the statements contained in this Article III are true and correct as of the date of this Agreement.

3.1 Authorization of the Transaction. The Company has all requisite power and authority to execute and deliver this Agreement and, assuming the validity of the representations of the TRA Holders hereunder, to perform its obligations hereunder. The execution and delivery by the Company of this Agreement, the performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of the Company. This Agreement have been duly and validly executed and delivered by the Company and this Agreement constitutes valid and binding obligations of the Company, enforceable against the Company in accordance with its terms, except as such enforcement may be limited by general equitable principles or by applicable bankruptcy, insolvency, fraudulent transfer, moratorium, or similar laws, legal requirements and judicial decisions from time to time in effect which affect creditors’ rights generally.

3.2 Authorized Shares and Valid Issuance. The Company has, and at issuance of the Termination Payment will have, sufficient duly authorized shares of its Class A common stock to enable it to issue the Termination Payment to the TRA Holders. Upon consummation of the issuance of the Termination Payment, the shares comprising the Termination Payment will be validly issued, fully paid and non-assessable.

3.3 NYSE Listing. The Company’s Class A common stock is listed on the New York Stock Exchange, and the Company has not received any notice of delisting. Subject to the receipt of the New York Stock Exchange listing approval with respect to the Termination Payment and assuming the validity of the representations of the TRA Holders hereunder, the issuance of the Termination Payment on the terms set forth herein does not contravene New York Stock Exchange rules and regulations.

ARTICLE IV

MISCELLANEOUS

4.1 Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be deemed duly given and received (i) on the date of delivery if delivered personally, or by facsimile upon confirmation of transmission by the sender’s fax machine if sent on a Business Day (or otherwise on the next Business Day), or by email (with confirmation of such delivery by non-automated return electronic mail) or (ii) on the first Business Day following the date of dispatch if delivered by a recognized next-day courier service. All notices hereunder shall be delivered as set forth below, or pursuant to such other instructions as may be designated in writing by the party to receive such notice:

If to the Company, to:

Ranger Energy Services, Inc.

10350 Richmond, Suite 550

Houston, Texas 77042

Attention: J. Brandon Blossman

E-mail: brandon.blossman@rangerenergy.com

If to a TRA Holders, to the address, facsimile number or e-mail address, as applicable, set forth opposite the name of such TRA Holder on the signature page hereto.

Any party may change its address or fax number by giving the other party written notice of its new address or fax number in the manner set forth above.

4.2 Counterparts. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the Parties and delivered to the other Parties, it being understood that all Parties need not sign the same counterpart. Delivery of an executed signature page to this Agreement by facsimile transmission shall be as effective as delivery of a manually signed counterpart of this Agreement.

4.3 Entire Agreement; Third Party Beneficiaries. This Agreement constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the Parties with respect to the subject matter hereof. This Agreement shall be binding upon and inure to the benefit of each party hereto and their respective successors and permitted assigns. Nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

4.4 Governing Law. This Agreement shall be governed by, and construed in accordance with, the law of the State of Delaware, without regard to the conflicts of laws principles thereof that would mandate the application of the laws of another jurisdiction.

4.5 Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any law or public policy, all other terms and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.

4.6 Amendments; Waivers. No provision of this Agreement may be amended unless such amendment is approved in writing by each of the Company and the TRA Holders. No provision of this Agreement may be waived unless such waiver is in writing and signed by the party against whom the waiver is to be effective.

4.7 Titles and Subtitles. The titles of the sections and subsections of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement.

4.8 Specific Performance. The parties hereto acknowledge and agree that irreparable damage would occur and that the parties would not have any adequate remedy at law any provision of this Agreement were not performed in accordance with its specific terms or were otherwise breached, and that monetary damages, even if available, would not be an adequate remedy therefor. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the performance of the terms and provisions hereof in accordance with this Section 4.8, without proof of actual damages (and each party hereby waives any requirement for the security or posting of any bond in connection with such remedy), this being in addition to any other remedy to which they are entitled at law or in equity. The parties further agree not to assert that a remedy of specific enforcement is unenforceable, invalid, contrary to applicable law or inequitable for any reason, and not to assert that a remedy of monetary damages would provide an adequate remedy for any such breach or that the Company or the TRA Holders otherwise have an adequate remedy at law.

4.9 Jurisdiction.

(a) Each of the Parties (1) consents to submit itself to the personal jurisdiction of the Court of Chancery of the State of Delaware or, if such court lacks subject matter jurisdiction, any federal court located in the State of Delaware in the event any dispute arises out of this Agreement or any of the transactions contemplated by this Agreement, (2) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (3) agrees that it will not bring any claims, actions or proceedings relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the Court of Chancery of the State of Delaware or, if such court lacks subject matter jurisdiction, any federal court located in the State of Delaware, (4) waives any objection that it may now or hereafter have to the venue of any such claim, action or proceeding in the Court of Chancery of the State of Delaware or, if such court lacks subject matter jurisdiction, any federal court located in the State of Delaware or that such proceeding was brought in an inconvenient court and agrees not to plead or claim the same and (5) consents to service being made through the notice procedures set forth in Section 4.1. Each of the Parties hereby agrees that service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 4.1 shall be effective service of process for any claims, actions or proceedings in connection with this Agreement or the transactions contemplated hereby. EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, CLAIM, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

(b) The Parties hereby waive, to the fullest extent permitted by applicable law, any objection which they now or hereafter may have to personal jurisdiction or to the laying of venue of any such ancillary suit, action or proceeding brought in any court referred to in Section 4.9(a) and such Parties agree not to plead or claim the same.

4.10 Succession and Assignment. This Agreement shall be binding upon and inure the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of each other Party.

4.11 Withholding. The Company shall be entitled to deduct and withhold from any payment payable pursuant to this Agreement such amounts as the Company is required to deduct and withhold with respect to the making of such payment under the Internal Revenue Code of 1986 or any provision of U.S. federal, state, local or non-U.S. tax law; provided that the Company shall use commercially reasonable efforts to (a) notify any applicable TRA Holder of its intent to withhold at least three (3) Business Day prior to withholding such amounts and (b) cooperate with each TRA Holder in order to reduce or eliminate any such withholding in accordance with applicable Law. To the extent that amounts are so withheld and paid over to the appropriate taxing authority by the Company, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the relevant TRA Holder. The Company shall provide evidence of such payment to the relevant TRA Holder upon such TRA Holder’s written request, to the extent that such evidence is available.

4.12 Tax Treatment. The Parties (a) shall treat the Termination Payment as consideration paid in exchange for the disposition of a capital asset, which exchange shall be treated as occurring on the date of receipt of the Termination Payment, and (b) shall report, and cause their respective Affiliates to report, for all tax purposes in a manner consistent with, and shall not take, or permit their respective Affiliates to take, any U.S. federal (or applicable state or local) income tax position inconsistent with, such treatment unless otherwise required by a “determination” within the meaning of Section 1313(a) of the Internal Revenue Code of 1986, as amended.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written.


THE COMPANY:

RANGER ENERGY SERVICES, INC.



By		/s/ Brandon Blossman
		Name: Brandon Blossman
		Title: CFO

[Signature page to Tax Receivable Termination and Settlement Agreement]

THE TRA HOLDERS:

RANGER ENERGY HOLDINGS, LLC



By		/s/ Charles S. Leykum
		Name: Charles S. Leykum
		Title: Manager



1000 Louisiana Street, Suite 3850
Houston, TX 770002
Attention: General Counsel
E-mail: kent@cslenergy.com

[Signature page to Tax Receivable Termination and Settlement Agreement]

THE TRA HOLDERS:

TORRENT ENERGY HOLDINGS, LLC



By		/s/ Charles S. Leykum
		Name: Charles S. Leykum
		Title: Manager

1000 Louisiana Street, Suite 3850

Houston, TX 770002

Attention: General Counsel

E-mail: kent@cslenergy.com

[Signature page to Tax Receivable Termination and Settlement Agreement]

THE TRA HOLDERS:

CSL ENERGY OPPORTUNITIES FUND II, L.P.



By		/s/ Charles S. Leykum
		Name: Charles S. Leykum
		Title: Managing Partner

1000 Louisiana Street, Suite 3850

Houston, TX 770002

Attention: General Counsel

E-mail: kent@cslenergy.com

[Signature page to Tax Receivable Termination and Settlement Agreement]

THE TRA HOLDERS:

BAYOU WELL HOLDINGS COMPANY, LLC



By		/s/ Brett T. Agee
		Name: Brett T. Agee
		Title: President & Chief Executive Officer

Bayou Well Holdings Company, LLC

1310 W. Sam Houston Pkwy N.

Houston, Texas 77043

Attn: Brett T. Agee

[Signature page to Tax Receivable Termination and Settlement Agreement]

CSL FUND II PREFERRED HOLDINGS LLC



By		/s/ Charles S. Leykum
		Name: Charles S. Leykum
		Title: Managing Partner

1000 Louisiana Street, Suite 3850

Houston, TX 770002

Attention: General Counsel

E-mail: kent@cslenergy.com

[Signature page to Tax Receivable Termination and Settlement Agreement]

THE AGENT:

CSL CAPITAL MANAGEMENT, LLC



By		/s/ Charles S. Leykum
		Name: Charles S. Leykum
		Title: Founding Partner

1000 Louisiana Street, Suite 3850

Houston, TX 770002

Attention: General Counsel

E-mail: kent@cslenergy.com

[Signature page to Tax Receivable Termination and Settlement Agreement]