Exhibit 2.1

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. THESE OMISSIONS ARE IDENTIFIED AS [**]

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CERTAIN IDENTIFIED INFORMATION HAS BEEN OMITTED FROM THIS EXHIBIT PURSUANT TO ITEM 601(a)(6) OF REGULATION S-K BECAUSE DISCLOSURE OF SUCH INFORMATION WOULD CONSTITUTE A CLEARLY UNWARRANTED INVASION OF PERSONAL PRIVACY. THESE OMISSIONS ARE IDENTIFIED AS [***]

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MEMBERSHIP INTEREST PURCHASE AGREEMENT

by and among

THRU TUBING SOLUTIONS, INC.,

THE SELLERS NAMED HEREIN,

PINTAIL ALTERNATIVE ENERGY, L.L.C.

and

MATTHEW HOUSTON

(in his capacity as the Sellers’ Representative)

Dated as of April 1, 2025

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TABLE OF CONTENTS

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SCHEDULES

Schedule 1.2(a) Pro Rata Percentages

Schedule 1.2(b) Repaid Indebtedness; Transaction Expenses

Schedule 1.4(a)(ix) Officers and Managers Resignations

Schedule 1.4(a)(xiv) Third Party Consents, Notices or Approvals

Schedule 1.6 Tax Allocation

Schedule 2.2 No Conflicts; Consents and Approvals

Schedule 2.3 Capitalization of Company

Schedule 2.4 Financial Statements

Schedule 2.6 Real Property Leases; Personal Property Leases

Schedule 2.7 Material Contracts

Schedule 2.8 Employee Benefit Matters

Schedule 2.9 Intellectual Property

Schedule 2.10 Governmental Authorizations; Compliance with Law

Schedule 2.11 Litigation

Schedule 2.12 Taxes

Schedule 2.13 Absence of Changes

Schedule 2.14 Environmental Matters

Schedule 2.15 Employment Matters

Schedule 2.16 Brokers

Schedule 2.17 Insurance

Schedule 2.18 Title, Condition and Sufficiency of Assets

Schedule 2.19 Banking Facilities; No Powers of Attorney

Schedule 2.20 Accounts Receivable; Accounts Payable and Inventory

Schedule 2.21 Rebates

Schedule 2.22 Customers and Suppliers

Schedule 2.23 Affiliate Transactions

Schedule 2.24 Licenses and Permits

Schedule 3.2 No Conflicts; Consents and Approvals

Schedule 5.2(e)Fringe Benefits

Schedule 6.1(g) Indemnification

Schedule IPermitted Liens

EXHIBITS

Exhibit ADefinitions

Exhibit B Seller Note

Exhibit C Escrow Agreement

Exhibit D Form of Restrictive Covenant Agreement

Exhibit E Houston Employment Agreement

Exhibit FKenworthy Employment Agreement

Exhibit G Murphy Employment Agreement

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MEMBERSHIP INTEREST PURCHASE AGREEMENT

Exhibit HIllustrative Working Capital Calculation THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”), dated as of April 1, 2025 (the “Closing Date”), is entered into by and among (i) Thru Tubing Solutions, Inc., a Delaware corporation and wholly owned Subsidiary of RPC (“Buyer”); (ii) Houston Companies, L.P., a Delaware limited partnership (“Houston LP”), (iii) Clayton Kenworthy, a resident of the state of Texas (“Kenworthy”, and together with Houston LP, each individually, a “Direct Seller” and together, the “Direct Sellers”); (iv) Matthew Houston, a resident of the state of Texas and beneficial owner of one hundred percent (100%) of the partnership interest of Houston LP (“Houston”, and together with the Direct Sellers, each individually, a “Seller” and together, “Sellers”); (v) Pintail Alternative Energy, L.L.C., a Delaware limited liability company (the “Company”, and together with Sellers, the “Seller Parties”); and (vi) Houston, in his capacity as the Sellers’ representative as set forth in Section 8.15 of this Agreement (the “Sellers’ Representative”). Each of the foregoing is referred to herein as a “Party” and collectively are referred to as the “Parties.”

RECITALS

WHEREAS, (i) Kenworthy owns, beneficially and of record, 0.5% of the issued and outstanding limited liability company membership interests of the Company (the “Kenworthy Interests”) and (ii) Houston owns, beneficially and of record, indirectly through Houston LP, 99.5% of the issued and outstanding limited liability company membership interests of the Company (the “Houston Interests”, and together with the Kenworthy Interests, the “Membership Interests”);

WHEREAS, Sellers desire to sell to Buyer, and Buyer desires to purchase from Sellers, all of the Membership Interests on the terms and subject to the conditions set forth herein;

WHEREAS, Buyer desires to purchase and accept from Sellers, and Sellers desire to sell, transfer and convey to Buyer, all of Sellers’ rights, title and interest in and to the Membership Interests, subject to and in accordance with the terms and conditions of this Agreement; and

WHEREAS, capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to them in Exhibit A attached hereto.

AGREEMENT

NOW, THEREFORE, in consideration of these recitals and the respective representations, warranties and covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:

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For purposes of this Agreement, (i) “Stock Consideration” means the number of shares of RPC Shares equal to the Closing Stock Consideration Value divided by the Per Share Value, with any fractional shares being rounded down to the nearest whole share and the remainder disregarded, as well as any shares received from RPC on account of any shares that constitute Stock Consideration pursuant to a stock dividend, stock split, or similar event, (ii) “Closing Stock Consideration Value” means Twenty Five Million Dollars ($25,000,000.00) and (iii) “Per Share Value” means $5.50.

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Section 1.8Withholding. Buyer shall be entitled to deduct and withhold from the Transaction Consideration and any other amounts payable or otherwise deliverable to any Person pursuant to this Agreement such amounts as Buyer is required to deduct or withhold therefrom under the Code, or any other Tax law, with respect to the making of such payment‎; provided that, other than in connection with the failure of a Seller to deliver the form described in Section 1.4(a)(viii), Buyer will, prior to any deduction or withholding, notify the applicable Seller of any anticipated deduction or withholding (including the legal basis therefor) as promptly as practicable and the Parties shall reasonably cooperate to minimize the amount of any applicable deduction or withholding.

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To the extent that any amounts are deducted or withheld by Buyer and are remitted to the ‎appropriate Taxing Authority, such amounts shall be treated for all purposes of this Agreement as having been paid to the Person to whom or to which such amounts would otherwise have been paid by Buyer.

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The Company has paid all such rebates due and owing by it, and has adequately accrued for any such rebates on the Latest Balance Sheet.

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Each Seller, severally and not jointly, represents and warrants to ‎Buyer that the statements ‎contained in this Article III with respect to such Seller are true ‎and correct as of the date hereof:

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“The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended, or under the securities laws of any other jurisdiction, in reliance upon exemptions from the registration requirements of such laws.  The shares represented by this certificate may not be sold or otherwise transferred, nor will an assignee or endorsee hereof be recognized as an owner of the shares by the issuer unless (i) a registration statement under the Securities Act of 1933 and other applicable securities laws with respect to the shares and the transfer shall then be in effect, or (ii) the shares are transferred in a transaction which is exempt from the registration requirements of such laws.

The shares represented by this certificate are subject to restrictions on transfer contained in that certain Membership Interest Purchase Agreement dated April 1, 2025.”

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Houston shall deliver to Buyer file-stamped evidence, accepted by the Secretary of State of the State of Delaware (or any other Governmental Authority, if applicable), of such cancellation no later than two Business Days following Houston’s receipt of such file-stamped evidence from such Governmental Authority. Sellers shall cooperate with Buyer in transferring the ownership of the name “Pintail Completions” to Buyer in each jurisdiction necessary to conduct the Business. From and after the Closing Date, no Seller or any of their Affiliates shall, directly or indirectly, use the ‎name or mark “Pintail Completions”, “Pintail Alternative Energy”, “Pintail Energy”, “Pintail”, or any word, logo, expression or other identifier of source that is confusingly ‎similar thereto or constituting an abbreviation, derivation or extension thereof.

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Each Party hereby ‎waives its right to seek any other remedy therefor, ‎whether at law (including the Comprehensive Environmental Response, Compensation, and Liability Act or any other Environmental Law), in equity or otherwise, ‎including any common law claims for breach of contract, ‎contribution or indemnification.

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If to Sellers’ Representative:

Matthew T. Houston

[***]

[***]

[***]

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With a copy (which shall not constitute notice) to:

Kirkland & Ellis LLP

4550 Travis Street

Dallas, Texas 75205

Attention: Kevin T. Crews, P.C.; Adam Garmezy

Email:[***]

If to Buyer or the Company:

Thru Tubing Solutions, Inc.

c/o RPC, Inc.

2801 Buford Highway NE, Suite 300

Atlanta, Georgia 30329

Email: [***]Attention: Ben Palmer, Chief Executive Officer

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With a copy (which shall not constitute notice) to:

Arnall Golden Gregory LLP

171 17th Street, NW, Suite 2100

Atlanta, Georgia 30363

E-mail: michael.thaler@agg.com

Attention: Mike Thaler

or to such other address or to such other Person as any Party hereto has last designated by written notice to the other parties.

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With respect to all such matters, all Sellers will be bound by the actions taken by Sellers’ Representative.  Sellers’ Representative may resign at any time, and may be removed for any reason or no reason by the vote or written consent of a majority in interest of Sellers according to each Seller’s Pro Rata Percentage (the “Majority Holders”).  In the event of the death, incapacity, resignation or removal of Sellers’ Representative, a new Sellers’ Representative shall be appointed by the vote or written consent of the Majority Holders.  Notice of such vote or a copy of the written consent appointing such new Sellers’ Representative shall be sent to Buyer, such appointment to be effective upon the later of the date indicated in such consent or the date such notice is received by Buyer.

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*****

(Signatures appear on following pages.)

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BUYER:

Thru Tubing Solutions, Inc.

By:​ ​/s/ Ben M. Palmer​ ​

Name: Ben M. Palmer

Title: President

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SELLERS:

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Houston Companies, L.P., a Delaware limited partnership

By:​ ​/s/ Matthew T. Houston​ ​​ ​

Name: Matthew T. Houston

Title: President

By: Houston Companies GP, L.L.C., a Delaware limited liability company

Its: General Partner

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By:​ ​/s/ Matthew T. Houston​ ​​ ​

Name: Matthew T. Houston

Title: Authorized Signatory

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By: ​ ​/s/ Clayton Kenworthy​ ​​ ​​ ​

Name: Clayton Kenworthy, in his individual capacity

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By: ​ ​/s/ Matthew T. Houston​ ​​ ​​ ​

Name: Matthew Houston, in his individual capacity

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THE COMPANY:

Pintail Alternative Energy, L.L.C., a Delaware limited liability company

By:​ ​/s/ Matthew T. Houston​ ​​ ​​ ​

Name: Matthew T. Houston

Title: Chief Executive Officer

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SELLERS’ REPRESENTATIVE:

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By:​ ​/s/ Matthew T. Houston​ ​​ ​​ ​

Name: Matthew T. Houston, in his capacity as Sellers’ Representative “Accounting Principles” means the principles, practices, methodologies, classifications and procedures used by the Company in the preparation of the Financial Statements.

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EXHIBIT A

DEFINITIONS

“Accounts Receivable” means: (a) all trade accounts receivable and other rights to payment from customers of the Company and the full benefit of all security for such accounts or debts, including all trade accounts receivable representing amounts receivable in respect of goods shipped or products sold or services rendered to customers; (b) all other accounts or notes receivable and the full benefit of all security for such accounts or notes; and (c) any claims, remedies and other rights related to any of the foregoing.

“Act” means the Securities Act of 1933, as amended.

“Affiliate” means, with respect to any specified Person, a Person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the Person specified.  For purposes of this definition, “control” (including the correlative terms “controlling,” “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 equity interest, by contract or otherwise.

“Affiliate Transaction” shall have the meaning set forth in Section 2.23.

“Agreement” has the meaning set forth in the Preamble.

“Anti-Corruption Laws” means the U.S. Foreign Corrupt Practices Act of 1977, the U.K. Bribery Act of 2010, and other applicable Laws concerning or relating to bribery or corruption.

“Assets and Properties” of any Person means all assets and/or properties of every kind, nature, character and description (whether real, personal or mixed, whether tangible or intangible, whether absolute, accrued, contingent, fixed or otherwise and wherever situated), including the goodwill related thereto, operated, owned or leased by such Person, including, without limitation, cash, cash equivalents, accounts and notes receivable, chattel paper, documents, instruments, general intangibles, real estate, equipment, Inventory, goods and Intellectual Property.

“Assignment of Membership Interests” shall have the meaning set forth in Section 1.4(a)(i).

“Balance Sheet Time” shall have the meaning set forth in Section 1.5(a).

“Base Cash Price” means an amount equal to One Hundred Seventy Million and No/100 Dollars ($170,000,000.00).

“Business” means the business of providing wireline services in the Permian Basin in support of pump-down perforation operations.

“Business Day” means any day other than Saturday, Sunday or any day on which banks located in Atlanta, Georgia are authorized to be closed for the conduct of regular banking business.

“Buyer” shall have the meaning set forth in the Preamble.

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“Buyer Assignee” shall have the meaning set forth in Section 8.6.

“Buyer Closing Statement” shall have the meaning set forth in Section 1.5(b)(i).

“Buyer Confidential Information” shall have the meaning set forth in Section 5.5.

“Buyer Indemnified Parties” shall have the meaning set forth in Section 6.1.

“Buyer Prepared Return” shall have the meaning set forth in Section 7.1(b).

“Buyer Released Matters” shall have the meaning set forth in Section 5.7(a).

“Buyer Releasees” shall have the meaning set forth in Section 5.7(a).

“Buyer Releasing Parties” shall have the meaning set forth in Section 5.7(b).

“CARES Act” means the Coronavirus Aid, Relief, and Economic Security Act (Pub.  L. 116-136) and any administrative or other guidance published with respect thereto by any Governmental Authority applicable to the Company.

“Charter Documents” means, with respect to any Person at any time, in each case as amended, modified and supplemented at that time, (i) the articles or certificate of formation, incorporation or organization (or the equivalent organizational documents) of that Person, (ii) the bylaws, regulations or limited liability company agreement or regulations (or the equivalent governing documents) of that Person and (iii) each document setting forth the designation, amount and relative rights, limitations and preferences of any class or series of that Person’s capital stock or of any rights in respect of that Person’s capital stock.

“Claimant” shall have the meaning set forth in Section 6.3.

“Closing” shall have the meaning set forth in Section 1.3.

“Closing Amount” shall have the meaning set forth in Section 1.2(b)(vi).

“Closing Cash” means the aggregate cash and cash equivalents (including marketable securities, short-term investments, credit card receivables, money orders, deposits in transit and any checks received (but not yet deposited), any other payments that the Company has received but not yet cleared) of the Company as of the Closing, as determined in accordance with GAAP.

“Closing Date” shall have the meaning set forth in the Preamble.

“Closing Date Closing Cash Consideration” shall mean an amount equal to the sum of (i) the Base Cash Price, (ii) plus the amount of the Estimated Closing Cash, (iii) minus the amount of the Estimated Closing Debt, (iv) plus the amount, if any, by which the Estimated Closing Working Capital exceeds the Target Working Capital, but only to the extent such difference is in excess of the Working Capital Collar Amount or minus the amount, if any, by which the Target Working Capital exceeds the Estimated Closing Working Capital, but only to the extent such difference is in excess of the Working Capital Collar Amount, as applicable, (v) minus the amount of the Estimated Closing Transaction Expenses.

“Closing Debt” means ‎the amount of the Indebtedness of the Company as of the Closing.

“Closing Stock Consideration Value” shall have the meaning set forth in Section 1.2(d)(iii).

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“COBRA” shall have the meaning set forth in Section 2.8(c).

“Code” means the Internal Revenue Code of 1986, as amended.

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

“Company Benefit Plan” shall have the meaning set forth in Section 2.8(a).

“Company Data” means the proprietary or confidential data, including customer data and Personal Data held by the Company.

“Company Employees” shall have the meaning set forth in Section 2.15(a).

“Company’s Intellectual Property” shall have the meaning set forth in Section 2.9(a).

“Confidential Information” means, with respect to any Person, all Trade Secrets, know-how and other confidential, nonpublic or proprietary information of that Person, including any such information derived from reports, investigations, research, studies, work in progress, codes, marketing, sales or service programs, customer lists, records relating to past service provided to customers, capital expenditure projects, cost summaries, equipment or production system designs or drawings, pricing formulae, contract analyses, financial information, projections, present and future business plans, agreements with vendors, joint venture agreements, confidential filings with any Governmental Authority and all other confidential, nonpublic concepts, methods, techniques or processes of doing business, ideas, materials or information prepared or performed for, by or on behalf of that Person.

“Continuing Employees” shall have the meaning set forth in Section 5.2(a).

“Contract” means, any written or oral agreement, contracts, binding arrangements, bonds, notes, indentures, mortgages, debt instruments, licenses, franchises, leases and other instruments of any kind, including any amendments and other modifications thereto.

“Covered Fundamental Breach Claim” means a Fundamental Breach Claim which is not an Excluded Fundamental Breach Claim.

“[**] Retention Bonus” shall mean that certain retention bonus in the amount of $[**], payable to [**] subject to, and in accordance with, the terms and conditions set forth in that certain Employment Agreement dated as of August 18, 2022, by and between the Company and [**], as amended by that certain First Amendment to Employment Agreement dated as of June 22, 2023.

“Data Security Requirements” means, collectively, all of the following to the extent relating to the access, collection, use, import, export, processing, storage, sharing, distribution, transfer, disclosure, security, destruction, or disposal of any Personal Data (whether in electronic or any other form or medium) or otherwise governing personal information data protection, privacy, security, or security breach notification requirements and to the extent applicable to the Company, to the conduct of the Business, or to any of the Information Systems or any Company Data: (i) the Company’s own published (either internal or public-facing) rules, policies, and documented procedures; (ii) all applicable Laws; (iii) industry standards applicable to the industry in which the Business operates and to which the Company holds itself out as being complaint therewith; and (iv) applicable provisions of Contracts into which the Company has entered or by which the Company is otherwise bound.

“Direct Seller” and “Direct Sellers” shall have the meaning set forth in the Preamble.

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“Disagreement Notice” shall have the meaning set forth in Section 6.4.

“Disclosure Schedules” means the disclosure schedules delivered by the Sellers to Buyer concurrently with the execution and delivery of this Agreement.

“Dispute Deadline” shall have the meaning set forth in Section 1.5(b)(ii).

“Dispute Notice” shall have the meaning set forth in Section 1.5(b)(ii).

“Effective Time” shall have the meaning set forth in Section 1.3.

“Election Notice” shall have the meaning set forth in Section 6.5(a).

“Employee Benefit Plan” shall mean each (i) “employee welfare benefit plan” or “employee pension benefit plan” as defined in Sections 3(1) and 3(2) of ERISA, respectively, whether or not subject to ERISA, including, but not limited to, a plan that provides retirement income or results in deferrals of income by employees for periods extending to their terminations of employment or beyond, and a plan that provides medical, surgical or hospital care benefits or benefits in the event of sickness, accident, disability, death or unemployment, and (ii) other benefit plan, agreement, policy, program or arrangement, including without limitation, any deferred compensation, profit sharing, incentive, bonus, stock option, stock purchase, stock or stock-based award, phantom equity, golden parachute, retention, severance pay, indemnity, change in control, dependent care assistance, Code Section 125 cafeteria, employee assistance, scholarship, employment, individual consulting, vacation, sick pay or paid time off (PTO), fringe benefit, or other similar benefit plan, agreement, policy, program or arrangement, whether or not reduced to writing and whether funded or unfunded.

“Employment Agreements” means the Employment Agreements, dated of even date herewith, by and between the Company, on the one hand, and each of Matthew Houston (attached hereto as Exhibit E), Clayton Kenworthy (attached hereto as Exhibit F) and Nick Murphy (attached hereto as Exhibit G), on the other hand.

“Environmental Laws” means any applicable international, federal, state, or local law, rules, regulations, codes, ordinances, decrees, and orders and common law principles relating to, governing, or regulating pollution, protection of the environment, or human health (regarding exposure to Hazardous Substances), including, without limitation, any of the foregoing relating to the use, generation, transport, treatment, storage, release, or disposal of any Hazardous Substance or Laws relating to emissions, discharges or releases of any Hazardous Substance into air, surface water, groundwater or land.

“Environmental Liabilities” means any loss, liability (including strict liability), claim, damage, expense, or cost relating to any fines, penalties, damages, remediation costs, natural resource damages, or any environmental response obligation arising from or under any Environmental Laws or any Environmental Permits.

“Environmental Permits” shall have meaning set forth in Section 2.14(a).

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

“ERISA Affiliate” means any Person that is, or at any applicable time was, treated as a single employer together with the Company under Section 414 of the Code.

“Escrow Agent” means CitiBank, N.A‎.

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“Escrow Agreement” means that certain Escrow Agreement in the form attached hereto as Exhibit C, dated of even date herewith, by and among Buyer, Sellers’ Representative and Escrow Agent.

“Escrow Amount” means an amount equal to Two Million and No/100 Dollars ($2,000,000.00).

“Estimated Closing Cash” shall have the meaning set forth in Section 1.5(a).

“Estimated Closing Date Balance Sheet” shall have the meaning set forth in Section 1.5(a).

“Estimated Closing Debt” shall have the meaning set forth in Section 1.5(a).

“Estimated Closing Transaction Expenses” shall have the meaning set forth in Section 1.5(a).

“Estimated Closing Working Capital” shall have the meaning set forth in Section 1.5(a).

“Estimated Settlement Statement” shall have the meaning set forth in Section 1.5(a).

“Exception Claims” shall have the meaning set forth in Section 6.5(a).

“Excess” shall have the meaning set forth in Section 1.5(c).

“Excluded Fundamental Breach Claim” shall have the meaning set forth in Section 6.7(b).

“Exempted Losses” means Indemnity Losses for which Buyer Indemnified Parties are entitled to indemnification from Sellers as contemplated by this Agreement due to claims based on Fraud.

“Export Control Laws” means the Arms Export Control Act, International Traffic in Arms Regulations, Export Administration Regulations and Laws administered and implemented by the Office of Foreign Assets Control (“OFAC”), Foreign Trade Regulations, and any other U.S. or foreign Law related to the exportation or importation of supplies or services, including any export or import declaration filing and payment of customs duties.

“Facilities” shall have the meaning set forth in Section 2.6(a).

“Family Member” means, with respect to any natural Person, (a) such Person’s spouse, (b) any children or siblings of such Person or such Person’s spouse and (c) any other natural Person who resides with such Person.

“Final Closing Cash” shall have the meaning set forth in Section 1.5(b)(iv).

“Final Closing Cash Consideration” shall have the meaning set forth in Section 1.5(b)(iv).

“Final Closing Date Balance Sheet” means the final consolidated balance sheet of the Company as of the Closing Date, as determined pursuant to Section 1.5.

“Final Closing Debt” shall have the meaning set forth in Section 1.5(b)(iv).

“Final Closing Transaction Expenses” shall have the meaning set forth in Section 1.5(b)(iv).

“Final Working Capital” shall have the meaning set forth in Section 1.5(b)(iv).

“Financial Statements” shall have the meaning set forth in Section 2.4(a).

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“Formation Date” shall have the meaning set forth in Section 2.1.

“Fraud” means a materially false representation and warranty intentionally made with actual knowledge that such representation and warranty is materially false when made and with the intent to deceive and mislead to the recipient of such representation and warranty and causing a Person to suffer damage as a result thereof.  For the avoidance of doubt, “Fraud” does not include: equitable fraud, constructive fraud, promissory fraud, unfair dealings fraud, any claim based on constructive knowledge, or fraud by reckless or negligent misrepresentation.  A claim for Fraud may only be made against the Party committing such Fraud.

“Fundamental Breach Claim” shall have the meaning set forth in Section 6.7(b).

“Fundamental Representations” means the representations and warranties contained in Section 2.1 (Organizational Status; Authorization), Section 2.2(a)(i) (No Conflicts; Consents and Approvals), Section 2.3 (Capitalization of ‎Company) and Section 2.16 (Brokers), Section 3.1 (Organizational Status; Authorization) and Section 3.2(a)(ii) (No Conflicts; Consent and Approvals), Section 4.1 (Organizational Status; Authorization), Section 4.2(a) (No Conflicts; Consents and Approvals) and Section 4.7 (Brokers).

“Funds Flow Memorandum” means that certain Funds Flow Memorandum, dated as of the Closing Date, by and among Buyer, Sellers’ Representative and the Company, which shall include the Estimated Settlement Statement.

“GAAP” means the prevailing generally accepted accounting principles in the United States, in effect from time to time, subject to the specifically described exceptions in the Accounting Principles.

“Governmental Authority” means any federal, state, local or foreign judicial, legislative, executive or regulatory authority or agency.

“Governmental Authorizations” means approvals, licenses, permits, consents, authorizations, qualifications, orders and certificates from Governmental Authorities necessary to conduct the Business and own and operate the assets of the Business.

“Hazardous Substance” means (i) any pollutant, contaminant, chemical, waste, material or substance that (A) is defined as toxic or hazardous by, or otherwise regulated or restricted under any Environmental Law because of its actual or potential adverse effects upon health or the environment, or (B) that causes or is reasonably likely to cause injury to persons, property, human health, or the environment and subjects the Company to an Environmental Liability, (ii) petroleum and petroleum products, including crude oil and any fractions thereof, (iii) natural gas, synthetic gas, and any mixtures thereof, (iv) polychlorinated biphenyls, (v) asbestos or asbestos containing materials; and (vi) (to the extent regulated under Environmental Laws) per- and polyfluoroalkyl substances, a/k/a “PFAS.”  

“Houston” shall have the meaning set forth in the Preamble.

“Houston Interests” shall have the meaning set forth in the Recitals.

“Houston LP” shall have the meaning set forth in the Preamble.

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“Indebtedness” of any Person means any obligations of such Person (a) for borrowed money (whether by loan or the issuance and sale of debt securities or otherwise), (b) evidenced by notes, bonds, indentures or similar instruments, (c) for the deferred purchase price of goods and services (other than trade payables incurred in the Ordinary Course of Business not more than 60 days past due) and all deferred purchase price obligations related to past acquisitions, whether contingent or otherwise (including any “earn-out” or similar payments or obligations at the maximum amount payable in respect thereof), (d) obligations (contingent or otherwise) in respect of any credit agreement, letters of credit or similar instruments issued or accepted by banks and other financial institutions, (e) all deferred revenue and collections in excess of earnings, (f) to the extent (x) not included as a Transaction Expense or in the calculation of Final Working Capital and (y) due and payable prior to, at, or in connection with, Closing and not paid prior to Closing‎, all employee obligations related to deferred compensation, pensions, retention agreements, transaction bonus agreements, phantom stock obligations or any similar types of payments (other than base salaries payable), including, without limitation, severance, bonus or change of control payments, including the employer portion of any payroll Taxes associated with these payments, (g) under capital or finance leases but, for the avoidance of doubt, excluding all operating leases and determined without regard to the implementation of ASC 842, (h) accrued and unpaid income Taxes of the Company for jurisdictions in which the Company filed Tax Returns in the immediately preceding Tax period that have an original due date (i.e., are first due) on or after the Closing Date for all Pre-Closing Tax Periods (i) calculated in accordance with past practices of the Company, (ii) taking into account Transaction Tax Deductions, (iii) excluding any such Tax liabilities attributable to any action or transaction taken by the Company on the Closing Date after the Closing outside the ordinary course of business and (iv) including only those jurisdictions, (i) in the nature of guarantees of the obligations described in clauses (a) through (h) above of any other Person, and (j) any interest, principal, breakage costs, prepayment or other premiums, penalties and other fees, costs and expenses associated with prepayment or redemption or tender for any of the foregoing; provided, that Indebtedness shall not include accounts payable to trade creditors, purchase commitments incurred in the Ordinary Course of Business, or accrued expenses and deferred revenues, in each case to the extent included as Working Capital Liabilities in the calculation of Final Working Capital.

“Indebtedness for Borrowed Money” means, with respect to any Person, the aggregate Indebtedness of the type described in clauses (a) and (b) of the definition of Indebtedness.

“Indemnification Cap” shall have the meaning set forth in Section 6.7(a).

“Indemnification Notice” shall have the meaning set forth in Section 6.3.

“Indemnified Taxes” means any known unpaid Taxes imposed on the Company with respect to any Pre-Closing Tax Period (determined with respect to a Straddle Period in accordance with Section 7.1(a)) that are specifically identified during Buyer’s due diligence and that are excluded from coverage under the R&W Policy as a result thereof; provided, however, notwithstanding anything to the contrary herein, Indemnified Taxes will not include any Tax that is taken into account in the determination of Indebtedness or Working Capital.

“Indemnifying Party” shall have the meaning set forth in Section 6.3.

“Indemnity Loss” means any damages, losses, liabilities, claims, Lien, penalties, costs, expenses, duties, deficiencies, demands, Proceedings, assessments and Taxes (including costs of investigation and defense and reasonable attorneys’ fees and expenses), in each case, arising under Article VI; provided, that with respect to claims arising under Section 6.1(a), Indemnity Losses shall include punitive or exemplary damages and any criminal fines or penalties, to the extent (a) insurable under the applicable law of any Most Favorable Jurisdiction (as defined in the R&W Policy) and (b) awarded or assessed against the Insureds (as defined in the R&W Policy)‎ in connection with a Third Party Claim (as defined in the R&W Policy) pursuant to (1) a final settlement consented to in writing by the Insurer (as defined in the R&W Policy) or (2) a final (x) order of a Governmental Authority, (y) judgment of a court of competent jurisdiction or (z) award of an arbitrator, arbitration panel or similar adjudicative body; provided that the Defense Costs (as defined in the R&W Policy) or Prosecution Costs (as defined in the R&W Policy) relating to the foregoing shall constitute Indemnity Loss, provided further, that Buyer may not seek recourse against the Seller for any punitive or exemplary damages or criminal fines or penalties.

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“Independent Accounting Firm” means Deloitte.

“Information Systems” means the internal or third-party information and reporting systems of the Company (whether owned, licensed, leased or otherwise) that are used in its Business or operations, including computer hardware systems, Software and embedded systems.

“Initial Closing Date Balance Sheet” shall have the meaning set forth in Section 1.5(b)(i).

“Initial Closing Date Cash” shall have the meaning set forth in Section 1.5(b)(i).

“Initial Closing Date Debt” shall have the meaning set forth in Section 1.5(b)(i).

“Initial Closing Date Items” shall have the meaning set forth in Section 1.5(b)(i).

“Initial Closing Date Transaction Expenses” shall have the meaning set forth in Section 1.5(b)(i).

“Initial Closing Date Working Capital” shall have the meaning set forth in Section 1.5(b)(i).

“Intellectual Property” means all intellectual property rights, whether arising or protected under the Laws of the United States or any other jurisdiction or treaty, including, without limitation: (a) Trademarks; (b) all patents (including certificates of invention, industrial rights and other patent equivalents), provisional, non-provisional, divisional, continuation, continuation in-part and reissue applications and patents issuing therefrom, any revivals, renewals, extensions, inventions and discoveries that may be patentable; (c) all registered and unregistered copyrights in both published works and unpublished works and applications for registration, all moral rights related thereto and all rights to register and obtain renewals and extensions of registrations; (d) all non-public know-how, trade secrets, concepts, processes, customer lists, technical information and other confidential or proprietary information that confers economic value from not being publicly known and that reasonable efforts are taken to maintain the secrecy thereof (collectively, “Trade Secrets”); (e) all user guides, manuals, instructions, forms, layouts, programmer notes or logs, source code annotations, designs, plans, drawings, process technology, plans, blue prints, documentation or materials that relate to any aspect of the Intellectual Property, whether in tangible, electronic or other intangible form; (f) all rights in internet web sites‎, FTP sites‎ and internet domain names used‎, including all associated scripts, information, text, graphics and other content relating to the ‎websites or FTP site and all derivative works thereof; (g) rights in all versions of all software (including software programs, objects, modules, routines, algorithms and code, in source code, object code and executable form), machine readable databases and compilations, data structures and all data and collections of data and all derivative works of any such software (collectively, “Software”); and (h) all rights in mask works and similar rights protecting circuits and chip topographies and layouts.

“Interim Financial Statements” shall have the meaning set forth in Section 2.4.

“Inventory” or “Inventories” means all inventories of the Company, wherever located, including all finished goods, work in process, raw materials, spare parts, replacement parts and all other materials, supplies to be used or consumed by the Company in the operation of the Business.

“Kenworthy” shall have the meaning set forth in the Preamble.

“Kenworthy Interests” has the meaning set forth in the Recitals.

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“Knowledge of Buyer,” or any phrase of similar import means the actual knowledge of Ben M. Palmer, Michael L. Schmit, Lewis Mazo and Joshua Large, after making reasonable investigation of such Personnel ‎of Buyer who, in light of the role of the Person in the Buyer, would reasonably be ‎expected to know the subject matter of the applicable representations and warranties.

“Knowledge of Company,” or any phrase of similar import means the actual knowledge of Matthew Houston, Nick Murphy and Clayton Kenworthy, after making reasonable investigation of such Personnel ‎of the Company who, in light of the role of the Person in the Company, would reasonably be ‎expected to know the subject matter of the applicable representations and warranties.‎

“Latest Balance Sheet” means the unaudited balance sheet of the Company as of the Latest Balance Sheet Date.

“Latest Balance Sheet Date” shall have the meaning set forth in Section 2.4(a).

“Laws” means all laws, statutes, rules, regulations, ordinances, policy, order, decree, consent decree, governmental requirement and other pronouncements in effect on the date of this Agreement having the effect of law of the United States, any foreign country or any domestic or foreign state, county, city or other political subdivision or of any Governmental Authority or of the New York Stock Exchange.

“Leased Real Property” shall have the meaning set forth in Section 2.6(a).

“Licenses and Permits” means all licenses, permits, franchises, certifications, approvals and authorizations that are necessary for, the conduct of the Business or the operation of the Assets and Properties of the Company, and all pending applications therefor or renewals thereof.

“Liens” means any liens (statutory or other), mortgages, pledges, security interests, charges, claims, options, easements, rights of way (other than easements of record) and other encumbrances of any kind or nature whatsoever, including those encumbrances set forth on any schedule hereto.

“Litigation Notice” shall have the meaning set forth in Section 6.3.

“Majority Holders” shall have the meaning set forth in Section 8.15.

“Material Adverse Effect” means any change, effect, fact, event, circumstance or occurrence, including any change affecting the business, customer, employee or Governmental Authority relations of the Company, which individually or in the aggregate with any one or more other changes, effects, facts, event, circumstances or occurrences has had or may reasonably be expected to have a material and adverse effect on, or a material adverse change in, as the case may be, the assets, financial position, or results of operations of the Company, taken as a whole; provided, however, that none of the following shall be deemed to constitute a Material Adverse Effect: any adverse change, event, development or effect arising from or relating to (1) the execution, performance or public announcement of this Agreement, the transactions contemplated by this Agreement or actions required to be taken under this Agreement or taken with Buyer’s written consent, (2) general business or economic conditions, including such conditions related to the Business, (3) national or international political or social conditions, including the engagement by the United States in hostilities, whether or not pursuant to the declaration of a national emergency or war or the occurrence of any military or terrorist attack upon the United States or any of its territories, possessions or diplomatic or consular offices or upon any military installation, equipment or personnel of the United States, (4) financial, banking or securities markets (including any disruption thereof and any decline in the price of any security or any market index) and any changes in monetary policy or fiscal policy, interest, currency, or exchange rates, (5) changes in GAAP (or authoritative interpretation or enforcement thereof) or any Law or industry standard, (6) the failure of the Company to meet, with respect to any period or periods, any internal or industry analyst, projections, forecasts, estimates of earnings or revenues, or business plans, (7) acts of God, earthquakes, hurricanes, tornados, any weather-related or other force majeure event or natural disasters, (8) crises affecting public health, safety or welfare, including any epidemic, pandemic, or disease outbreak, public health emergencies, including the continuation, escalation or worsening of such conditions, (9) actions required to be taken under applicable Laws, or Contracts, (10) any governmental shutdown or slowdown, or (11) matters that arise from any actions or omissions of Buyer and its Affiliates; provided, further, that in the case of each of the foregoing clauses (2) through (5) and (7) through (11), any change, effect, fact, event, circumstance or occurrence may be taken into account in determining whether a Material Adverse Effect has occurred to the extent that such change, effect, fact, event, circumstance or occurrence has a disproportionate impact on the Company relative to other businesses participating in the industries in which the Company conducts its business.

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“Material Contracts” shall have the meaning set forth in Section 2.7(a).

“Material Customers” shall have the meaning set forth in Section 2.22.

“Material Suppliers” shall have the meaning set forth in Section 2.22.

“Membership Interests” shall have the meaning set forth in the Recitals.

“Ordinary Course of Business” means, with respect to the Company, the ordinary and usual course of normal day-to-day operations of the business of the Company consistent with past custom and practice; provided, that in no event shall any breach of Law or Contract or violation of any Governmental Authorization be considered ordinary or usual course of normal day-to-day operations of the business of the Company.

“Parties” and “Party” shall have the meaning set forth in the Preamble.

“Pass-Through Tax Return” means any Tax Return filed in respect of income Taxes (including IRS Form 1065, U.S. Return of Partnership, and any related state income Tax Return(s)) filed by the Company in respect of a tax period beginning on or prior to the Closing Date to the extent that (a) the Company is treated as a partnership, S corporation, or other “pass-through entity” for purposes of such Tax Return and (b) the results of operations reflected on such Tax Returns are also reflected on the Tax Returns of the direct or indirect beneficial owners of the Company.

“Payoff Letters” means customary pay-off letters or other evidence reasonably satisfactory to Buyer from the holders of Repaid Indebtedness indicating the amounts necessary to be paid at Closing in order to repay in full all amounts owed with respect thereto, and, if such Repaid Indebtedness is secured, an undertaking or allowance by such holder to discharge in connection with the Closing any Lien securing such Repaid Indebtedness, including by filing Uniform Commercial Code termination statements, mortgage releases and any other reasonably necessary filings.

“Permitted Encumbrances” means (a) restrictions on any sale, assignment or transfer of securities under applicable securities Laws, (b) restrictions on any sale, assignment or transfer of the Membership Interests or other equity interests of the Company set forth in the Charter Documents of the Company, and (c) any Liens created by or through Buyer or any of its respective Affiliates.

“Permitted Liens” means (a) statutory Liens for Taxes not yet due and payable or the amount or validity of which is being contested in good faith by appropriate Proceedings, (b) mechanics’, carriers’, workers’, repairers’ and similar statutory Liens arising or incurred in the Ordinary Course of Business, (c)

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public roads and highways, (d) Liens arising under worker’s compensation, unemployment insurance, social security, retirement and similar legislation, (e) Liens and other rights reserved by or in favor of (i) any landlord or lessor under a Real Property Lease or (ii) any grantor under the instrument creating or vesting title in and to any real property, (f) with respect to the Leased Real Property, (i) zoning, building codes and other land use Laws regulating the use or occupancy of such Leased Real Property or the activities conducted thereon which are imposed by any Governmental Authority having jurisdiction over such Leased Real Property which are not violated by the current use or occupancy of such Leased Real Property or the operation of the Business thereon, and (ii) easements, covenants, conditions, restrictions and other similar matters of record affecting title to such Leased Real Property which do not or would not, individually or in the aggregate, materially impair the use or occupancy of such Leased Real Property in the operation of the Business conducted thereon, (g) Liens created by Buyer or its Affiliates, (h) Liens imposed by Law with respect to obligations not yet delinquent, (i) Liens that shall be released, waived or otherwise terminated in connection with the Closing, and (j) Liens disclosed on Schedule I.

“Per Share Value” shall have the meaning set forth in Section 1.4(a)(i).

“Person” means any natural person, firm, partnership, association, corporation, company, trust, business trust, Governmental Authority or other such entity.

“Personal Data” means (a) a natural person’s name, street address, telephone number, email address, passport number, credit card number, or account number, and (b) any other piece of non-publicly available information that allows the identification of such natural person.

“Personal Property Leases” shall have the meaning set forth in Section 2.6(c).

“Personnel” means any director, manager, officer, employee, consultant, or agent of any such Person.

“Pintail Completions” means Pintail Completions, LLC, a Texas limited liability company wholly owned by Houston.

“Pintail Completions IP Assets” means the name “Pintail Completions,” any Trademarks in connection therewith, and any other Intellectual Property owned (or purported to be owned) by Pintail Completions (or any other Affiliate of the Company) and used or held for use in connection with the Business.

“Policies” shall have the meaning set forth in Section 2.17.

“Policy” shall have the meaning set forth in Section 2.17.

“PPACA” shall have the meaning set forth in Section 2.8(c).

“Pre-Closing Tax Period” means any Tax period ending on or before the Closing Date and the portion of any Straddle Period ending on the Closing Date.

“Pro Rata Percentage” means, with respect to a Seller, such Seller’s percentage ownership of the Membership Interests immediately prior to giving effect to the consummation of the transactions contemplated herein.

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“Proceeding” means an action, arbitration, audit, hearing, litigation or suit (whether civil, criminal or administrative) commenced, brought, conducted or heard by or before any Governmental Authority or arbitrator.

“Property Taxes” shall have the meaning set forth in Section 7.1(a).

“R&W Fees” means all premiums, fees, costs and expenses payable at the Closing to the insurer or broker thereof with respect to or in connection with the binding and issuance of the R&W Policy.

“R&W Policy” means that certain Representations and Warranties Insurance Policy, dated as of the Closing Date, issued by Travelers Excess and Surplus Lines Company to Buyer.

“R&W Policy Limit” shall have the meaning set forth in Section 6.7(b).

“Real Property Lease” shall have the meaning set forth in Section 2.6(b).

“Remaining Dispute Items” shall have the meaning set forth in Section 1.5(b)(iii).

“Repaid Indebtedness” shall have the meaning set forth in Section 1.2(b)(i).

“Representatives” means with respect to any Person, its Affiliates and its and their respective officers, directors, managers, employees, counsel, accountants, financial advisers, consultants or agents.

“Required Governmental Authorizations” shall have the meaning set forth in Section 2.10(a).

“Restricted Person” means each Seller.

“Restrictive Covenant Agreements” shall have the meaning set forth in Section 1.4(a)(iii).

“Retention” shall have the meaning set forth in the R&W Policy.

“RPC” means RPC, Inc., a Delaware corporation.

“RPC Shares” means shares of common stock in RPC, par value $0.10 per share.

“Rules” shall have the meaning set forth in Section 8.12.

“Seller” has the meaning set forth in the Preamble.

“Seller Indemnified Parties” shall have the meaning set forth in Section 6.2.

“Seller Note” means that certain promissory note in the form attached hereto as Exhibit B, made by or on behalf of Buyer in favor of Houston LP on the Closing Date in the aggregate original principal amount of Fifty Million and No/100 Dollars ($50,000,000.00).

“Seller Note Offset Amount” means an amount equal to Five Million and No/100 Dollars ($5,000,000.00).

“Seller Released Matters” shall have the meaning set forth in Section 5.7(b).

“Seller Releasees” shall have the meaning set forth in Section 5.7(b).

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“Seller Releasing Parties” shall have the meaning set forth in Section 5.7(a).

“Sellers’ Representative” has the meaning set forth in the Preamble.

“Shortfall” shall have the meaning set forth in Section 1.5(c).

“Software” has the meaning set forth in the definition of “Intellectual Property”.

“Stock Consideration” shall have the meaning set forth in Section 1.2(d)(iii).

“Straddle Period” shall have the meaning set forth in Section 7.1(a).

‎“Subsidiary” or “Subsidiaries” shall mean, when used with reference to an entity, any ‎other entity of which securities or other ownership interests having ordinary voting power to elect ‎a majority of the board of directors or other persons performing similar functions, or a majority of ‎the outstanding voting securities of which, are owned directly or indirectly by such entity.‎

“Tail Cap Price” shall have the meaning set forth in Section 5.1.

“Tail Coverage” shall have the meaning set forth in Section 5.1.

“Target Working Capital” means an amount equal to Twenty Six Million and No/100 Dollars ($26,000,000.00).

“Tax Allocation” shall have the meaning set forth in Section 1.6.

“Tax Allocation Statement” shall have the meaning set forth in Section 1.6.

“Tax Claim” shall have the meaning set forth in Section 7.1(e).

“Tax Return” means all returns and reports (including declarations, disclosures, schedules and information returns), including any amendments thereof, required to be supplied to a Tax authority relating to Taxes.

“Tax Treatment” shall have the meaning set forth in Section 7.1(h).

“Taxes” means all federal, state, provincial, local or foreign taxes, charges, fees, duties (including custom duties), levies, deficiencies or other assessments of any kind, whether disputed or not, including income, gross receipts, net proceeds, capital gains, ad valorem, turnover, real and personal property (tangible and intangible), sales, use, occupation, severance, franchise, excise, goods and services, value added, stamp, transfer, excess profits, payroll, environmental, capital stock, alternative or add-on minimum, withholding or other charges in the nature of a tax and such term shall include any interest, penalties or additions to tax attributable thereto.

“Taxing Authority” means any Governmental Authority that imposes, administers, collects or regulates Taxes in any applicable jurisdiction.

“Third-Party Claim” shall have the meaning set forth in Section 6.3.

“Trade Secrets” shall have the meaning set forth in the definition of Intellectual Property.

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“Trademark” means all trade names, trademarks, service marks, trade dress, brand names, designs, jingles, ‎slogans, logos, or corporate names, whether registered or unregistered, and all registrations and ‎applications thereof (including, in each case, the goodwill associated therewith).‎

“Transaction Consideration” shall have the meaning set forth in Section 1.2(a).

“Transaction Documents” means this Agreement, the Escrow Agreement, the Restrictive Covenants Agreements, the Seller Note, the Funds Flow Memorandum and any other agreement, certificate or similar document to be executed and/or delivered pursuant to this Agreement and the transactions contemplated herein.

“Transaction Expenses” means, without duplicating any items that are included in Indebtedness, (a) all investment banking fees, costs and expenses and legal fees, costs and expenses incurred by the Sellers or the Company in connection with the preparation for, negotiation or consummation of the transactions contemplated by this Agreement and the other Transaction Documents, (b) 50% of all R&W Fees (not to exceed $260,000.00) payable at or prior to the Closing, (c) 50% of the Escrow Agent’s fee with respect to the Escrow Agreement, (d) 50% of all costs and expenses with respect to the Tail Coverage, and (e) to the extent due and payable prior to, at, or in connection with, Closing and not paid prior to Closing, any transaction, retention (including, but not limited to, the [**] Retention Bonus), or change in control bonus, or severance payments in connection with the transactions contemplated by this Agreement, or similar compensatory amounts payable to any employees or service providers of the Company that become payable by the Company pursuant to an agreement with the Company, any Seller or any of their respective Affiliates (other than Buyer) in whole or in part as a result of or in combination with the consummation of the transactions contemplated hereby (including, in each case, the employer’s share of any payroll Taxes required to be paid in connection therewith).

“Transaction Tax Deductions” means any item of loss, deduction or credit for which a deduction is available for U.S. federal (or applicable state and local) income tax purposes in the Pre-Closing Tax Period at a “more likely than not” or higher level of comfort with respect to (a) the payment of Transaction Expenses and (b) any other payments or expenses incurred by the Company in connection with the transactions contemplated by this Agreement to the extent economically borne by Sellers.

“Unvested Stock Consideration” shall have the meaning set forth in Section 1.4(a)(i).

“WARN Act” means the Worker Adjustment and Retraining Notification Act of 1988, as amended, and any similar state or local Law.

“Working Capital” means, as of the Closing Date, an amount (which may be positive or negative) equal to the total book value of the current assets of the Company minus the Working Capital Liabilities, determined in accordance with the Accounting Principles; provided, however, that current assets shall not include (i) any Closing Cash or (ii) any deferred Tax assets.  For illustration purposes only, Exhibit H attached hereto contains a spreadsheet with a sample calculation of Working Capital based upon the balance sheet set forth in the Interim Financial Statements.

“Working Capital Collar Amount” means an amount equal to Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00).

“Working Capital Liabilities” means the current liabilities of the Company, determined in accordance with the Accounting Principles; provided, however, that Working Capital Liabilities shall not include (i) Indebtedness, (ii) deferred Tax liabilities and income Tax liabilities, (iii) payments by Buyer pursuant to this Agreement, or (iv) Transaction Expenses.

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EXHIBIT B

SELLER NOTE

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Execution Version

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SECURED SELLER PROMISSORY NOTE

$50,000,000.00‌April 1, 2025

FOR VALUE RECEIVED, the undersigned, THRU TUBING SOLUTIONS, INC., a Delaware corporation (“Maker”), hereby promises to pay to the order of HOUSTON COMPANIES, L.P., a Delaware limited partnership (“Payee”), and any subsequent holder(s) hereof (Payee and any subsequent holder being hereinafter referred to collectively as “Holder”), the principal sum of Fifty Million and No/100 Dollars ($50,000,000.00), together with interest on the outstanding balance of such principal sum from the date hereof at the rate of interest provided for in Section 2 of this Seller Promissory Note (this “Note”) in lawful money of the United States, such principal and interest to be paid in the following manner, to wit:

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The events described in this Sections 8(a) and 8(b) each a “Termination Event”.

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[Remainder of page intentionally left blank. Signature page immediately follows]

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IN WITNESS WHEREOF, the undersigned Maker has executed this Note as of the day and year first written above.

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MAKER:

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THRU TUBING SOLUTIONS, INC.,

a Delaware corporation

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By:​ ​​ ​​ ​​ ​​ ​

Name:Ben M. Palmer

Title:President

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Accepted and Agreed to:

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HOUSTON COMPANIES, L.P.,

a Delaware limited partnership

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By:​ ​​ ​​ ​​ ​​ ​

Name:​ ​​ ​​ ​​ ​​ ​

Title:​ ​​ ​​ ​​ ​​ ​

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GUARANTY

This GUARANTY (this “Guaranty”) affixed to the foregoing Secured Seller Promissory Note (the “Note”), is made as of the date of the Note by RPC, INC., a Delaware corporation (“Guarantor”), in favor and for the benefit of the Holder of the Note (“Beneficiary”). Capitalized terms used but not defined herein have the meanings assigned to them in the Note.

In consideration of the substantial direct and indirect benefits derived by Guarantor from the transactions under the Note and the Purchase Agreement, and in order to induce Beneficiary to enter into the Purchase Agreement, Guarantor, as the parent company of the Maker, hereby agrees as follows:

1.Guaranty. Guarantor absolutely, unconditionally and irrevocably guarantees, as primary obligor and not merely as surety, the full and punctual payment when due and performance, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all present and future obligations, liabilities, covenants and agreements required to be observed and performed or paid or reimbursed by Maker under or relating to the Note, plus all reasonable, out-of-pocket costs, expenses and reasonable attorneys’ fees actually incurred by Beneficiary relating to the enforcement or protection of Beneficiary’s rights hereunder (collectively, the “Obligations”).  To the maximum extent permitted by applicable law, Guarantor agrees that its guarantee constitutes a guarantee of payment when due of the Obligations and not of collection, which will be paid strictly in accordance with the terms of the Note, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Beneficiary with respect thereto.

2.Waiver. Guarantor hereby unconditionally and irrevocably waives, to the maximum extent permitted by applicable law, promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Obligations and this Guaranty and any requirement that the Beneficiary protect, secure, perfect or insure any lien or any property subject thereto or exhaust any right or take any action against any Maker or any other person or any collateral.

3.Subrogation. Guarantor waives and shall not exercise any rights that it may acquire by way of subrogation, contribution, reimbursement or indemnification for payments made under this Guaranty until all Obligations shall have been indefeasibly paid and discharged in full.

4.Document Protocols.  Sections 11, 12, 13, 15, 16, and 17 of the Note are specifically incorporated herein by reference, mutatis mutandis.

[Remainder of page intentionally left blank. Signature page immediately follows]

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IN WITNESS WHEREOF, the undersigned Guarantor has executed this Guaranty as of the day and year first written above.

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GUARANTOR:

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RPC, INC.,

a Delaware corporation

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By:​ ​​ ​​ ​​ ​​ ​

Name:Ben M. Palmer

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Exhibit 99.1

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RPC, Inc. Expands its Permian Operations with Acquisition of Pintail Completions, a Leading Wireline Completions Services Company

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Title:President and Chief Executive Officer ATLANTA, April 2, 2025 — RPC, Inc. (NYSE: RES) (“RPC”) announced the acquisition, effective April 1, 2025, of Pintail Alternative Energy, L.L.C. (“Pintail”), which does business under the name “Pintail Completions”, for approximately $245 million, subject to customary post-closing adjustments. Pintail is headquartered in Midland, Texas and is a leading provider of oilfield wireline services in the Permian basin.

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Strategic Highlights

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Management Commentary

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“The acquisition of Pintail is a significant step forward in RPC’s strategic evolution as a diversified oilfield services provider,” stated Ben M. Palmer, RPC’s President and Chief Executive Officer. “Pintail Completions is recognized as an industry leader in wireline perforation services, complementing our existing completion service lines and making wireline a meaningful component of RPC’s portfolio. With this transaction, RPC acquires a business with strong brand recognition, attractive margins and solid cash generation. Pintail’s customer base consists primarily of Tier 1 E&Ps in the Midland and Delaware basins. We are excited to welcome Pintail’s leadership and field teams into our organization, where they will operate independently under the Pintail name.”

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“The Pintail team and I are excited to continue our journey alongside RPC as a separate business entity. RPC’s platform allows Pintail to preserve both its operating model and customer centric approach that has served our customers and other stakeholders so well. RPC’s strategy creates a best-in-class environment for entrepreneurs and operators to continue to thrive,” commented Matt Houston, Pintail’s co-founder and President.

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Transaction Details

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Advisors

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Arnall Golden Gregory LLP served as legal counsel to RPC.

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Piper Sandler Companies served as lead financial advisor and Kirkland & Ellis LLP served as legal counsel to Pintail. Stephen’s Inc. also served as financial advisor to Pintail.

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About RPC

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RPC provides a broad range of specialized oilfield services and equipment primarily to independent and major oilfield companies engaged in the exploration, production and development of oil and gas properties throughout the United States, including the Gulf of America, mid-continent, southwest, Appalachian and Rocky Mountain regions, and in selected international markets. RPC’s investor website can be found at www.rpc.net.

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Forward Looking Statements and Risk Factors

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Certain statements and information included in this press release constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements include statements that look forward in time or express management’s beliefs, expectations or hopes. In particular, such statements include, without limitation: the accretive impact of the acquisition to RPC’s 2025 earnings per share and operating and free cash flow, statements that Pintail has strong brand recognition, attractive margins and solid cash generation, and Pintail’s capability to maintain trusted relationships with blue chip E&Ps by delivering service excellence, safety, low emissions and fuel cost efficiencies. Risk factors that could cause such future events not to occur as expected, and which could impact the performance of RPC and Pintail, include the following: the price of oil and natural gas and overall performance of the U.S. economy, both of which can impact capital spending by our customers and demand for our services; business interruptions due to adverse weather conditions; changes in the competitive environment of our industry; political instability in the petroleum-producing regions of the world; the actions of the OPEC oil cartel; our customers’ drilling and production activities; the risk that our assessments, such as regarding the oversupplied nature of oilfield services, will turn out incorrect; and our ability to integrate Pintail without encountering unforeseen delays or expense. Additional factors that could cause the actual results to differ materially from management’s projections, forecasts, estimates, and expectations may be found in the Risk Factors contained in RPC’s Form 10-K for the year ended December 31, 2024.

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For information about RPC, Inc., please contact:

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Mark Chekanow, CFA, Vice President Investor Relations

(404) 419-3809

mark.chekanow@rpc.net

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Michael L. Schmit, Chief Financial Officer

(404) 321-2140

irdept@rpc.net

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