X0306 4 2016-08-08 0001449488 CSI Compressco LP CCLP 0000844965 TETRA TECHNOLOGIES INC 24955 INTERSTATE 45 NORTH THE WOODLANDS TX 77380 0 0 1 1 Director by Deputization (1) 0001520660 CSI Compressco GP Inc 3809 S. FM 1788 MIDLAND TX 79706 0 0 1 1 Director by Deputization (1) 0001522703 Compressco Field Services Inc. 3809 S. FM 1788 MIDLAND TX 79706 0 0 1 1 Director by Deputization (1) 0000904147 COMPRESSCO INC 3809 S. FM 1788 MIDLAND TX 79706 0 0 1 1 Director by Deputization (1) Series A Convertible Preferred Units 2016-08-08 4 P 0 874891 11.43 A Common Units representing limited partner interests 874891 I see footnotes Each of the reporting persons may be deemed a "director by deputization" of CSI Compressco LP (the "Issuer") by reason of the fact that all directors of the general partner of the Issuer are designated by TETRA Technologies, Inc. ("TTI"). On August 8, 2016, the Issuer entered into a Series A Preferred Unit Purchase Agreement with CSI Compressco Investment LLC ("CSI Investment") and the other purchasers party thereto (the "Purchasers"), whereby the Purchasers purchased Series A Convertible Preferred Units representing limited partner interests in the Issuer (the "Preferred Units"). The Preferred Units were issued and sold to the Purchasers on August 8, 2016 (the "Closing"). A ratable portion of the Preferred Units will be converted each month over a period of thirty months beginning in the seventh calendar month following the Closing (each, a "Conversion Date"), subject to certain provisions that may delay or accelerate all or a portion of such monthly conversions. [cont. in footnote 3] On each Conversion Date, the Preferred Units will convert into common units representing limited partner interests in the Partnership ("Common Units") in an amount equal to, with respect to each holder of Preferred Units (each, a "Preferred Unitholder"), the number of Preferred Units held by such Preferred Unitholder divided by the number of Conversion Dates remaining, subject to certain adjustments. The conversion price (the "Conversion Price") on any Conversion Date shall equal the least of (i) $12.00, subject to certain adjustments, (ii) 93.5% of the arithmetic average of the volume-weighted average trading price (the "VWAP") on each trading day during the twenty (20) trading day period immediately prior to such Conversion Date (subject to certain adjustments), and (iii) the arithmetic average of the VWAPs on each trading day during the three (3) trading day period immediately prior to such Conversion Date (subject to certain adjustments); [cont. in footnote 4] provided, however, that the Conversion Price shall not be less than $2.00. In addition, the Preferred Units are convertible on a one-for-one basis (subject to customary anti-dilution adjustments) by the holders of such Preferred Units at any time following May 31, 2017 so long as any conversion is not for less than $250,000 or such lesser amount, if such conversion relates to all of such Purchaser's remaining Preferred Units. In addition, upon certain events involving a change of control, each holder of the Preferred Units may elect to (a) convert its Preferred Units to Common Units at the then-applicable conversion rate, (b) if the Partnership is not the surviving entity (or if the Partnership is the surviving entity, but its Common Units will cease to be listed on a National Securities Exchange), require the Partnership or the acquiring entity, as applicable, to either [cont. in footnote 5] (i) deliver a security in the surviving entity that has substantially similar rights, preferences and privileges as the Preferred Units or (ii) redeem each Preferred Unit held by such Preferred Unitholder at a redemption price per Preferred Unit equal to 120% of the greater of (A) $11.43 and (B) the intrinsic value of the Preferred Units determined as of the applicable date of determination or (c) if the Partnership is the surviving entity and its Common Units continue to be listed or admitted to trading on a National Securities Exchange, continue to hold the Preferred Units. The Preferred Units are perpetual in nature and have no expiration date. All of the reported Preferred Units are owned directly by CSI Investment, a direct, wholly owned subsidiary of CSI Compressco GP Inc. ("CCGP"), the general partner of the Issuer, and may be deemed to be beneficially owned by (i) CCGP, a direct, wholly owned subsidiary of Compressco Field Services, L.L.C. ("CFS"), (ii) CFS, a direct, wholly owned subsidiary of Compressco, Inc. ("CI"), (iii) CI, a direct, wholly owned subsidiary of TTI and (iv) TTI. Bass C. Wallace, Jr., Sr. Vice President and General Counsel of TETRA Technologies, Inc., a Delaware corporation 2016-09-14 Bass C. Wallace, Jr., Attorney-in-fact for Compressco, Inc., a Delaware corporation 2016-09-14 Bass C. Wallace, Jr., Attorney-in-fact for Compressco Field Services, L.L.C., an Oklahoma limited liability company 2016-09-14 Bass C. Wallace, Jr., General Counsel, Assistant Secretary, Assistant Treasurer of CSI Compressco GP Inc., a Delaware corporation 2016-09-14