NACG Holdings Inc. Sample Contracts

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SHAREHOLDER RIGHTS PLAN AGREEMENT DATED AS OF OCTOBER 7, 2011 BETWEEN NORTH AMERICAN ENERGY PARTNERS INC. AND CIBC MELLON TRUST COMPANY AS RIGHTS AGENT
Shareholder Rights Plan Agreement • October 7th, 2011 • North American Energy Partners Inc. • Oil & gas field services, nec • Ontario

SHAREHOLDER RIGHTS PLAN AGREEMENT dated as of October 7, 2011, between North American Energy Partners Inc. (the “Corporation”), a corporation existing under the laws of Canada, and CIBC Mellon Trust Company, a company existing under the laws of Canada (the “Rights Agent”);

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EMPLOYMENT AGREEMENT between NORTH AMERICAN ENERGY PARTNERS INC. and ROBERT GEORGE HARRIS
Employment Agreement • October 23rd, 2006 • NACG Holdings Inc. • Oil & gas field services, nec • Alberta
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EMPLOYMENT AGREEMENT between NORTH AMERICAN ENERGY PARTNERS INC. and DOUG WILKES
Employment Agreement • October 23rd, 2006 • NACG Holdings Inc. • Oil & gas field services, nec • Alberta
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15,130,000 Common Shares NORTH AMERICAN ENERGY PARTNERS INC. UNDERWRITING AGREEMENT
Underwriting Agreement • July 20th, 2007 • North American Energy Partners Inc. • Oil & gas field services, nec • New York
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SECOND AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF JUNE 7, 2007 AMONG NORTH AMERICAN ENERGY PARTNERS INC. as Borrower, THE LENDERS PARTY HERETO FROM TIME TO TIME, as Lenders, CANADIAN IMPERIAL BANK OF COMMERCE, as Administrative Agent,...
Credit Agreement • June 20th, 2007 • North American Energy Partners Inc. • Oil & gas field services, nec • Alberta

WHEREAS the Borrower previously entered into the credit agreement (the “Original Credit Agreement”) dated as of May 19, 2005 (the “Original Closing Date”) between the Borrower, the lenders party thereto, BNP Paribas (Canada), as administrative agent, and GE Canada Finance Holdings, as collateral agent.

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PURCHASE AGREEMENT Among NORAMA LTD. and NORTH AMERICAN EQUIPMENT LTD. (“SELLERS”) and MARTIN GOUIN and ROGER GOUIN (“PRINCIPALS”) and NACG PREFERRED CORP. and NACG ACQUISITION INC. (“BUYERS”) Entered into as of October 31, 2003
Purchase Agreement • October 12th, 2006 • NACG Holdings Inc. • Oil & gas field services, nec • Alberta

WHEREAS Norama desires to sell, transfer and assign to Newco the NACGI Exchange Shares and to sell, transfer and assign to Acquisition Sub the NACGI Cash Shares, together being all of the Shares in the share capital of NACGI and Newco and Acquisition Sub desire to acquire the Shares, all upon the terms and subject to the conditions set forth herein;

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ATTACHMENT I NORTH AMERICAN ENERGY PARTNERS INC. SHAREHOLDER RIGHTS PLAN AGREEMENT FORM OF RIGHTS CERTIFICATE
Shareholder Rights Plan Agreement • October 7th, 2011 • North American Energy Partners Inc. • Oil & gas field services, nec

This certifies that, or registered assigns, is the registered holder of the number of Rights set forth above, each of which entitles the registered holder thereof, subject to the terms, provisions and conditions of the Shareholder Rights Plan Agreement, dated as of October 7, 2011, as the same may be amended or supplemented from time to time (the “Shareholder Rights Agreement”), between North American Energy Partners Inc., a corporation existing under the laws of Canada (the “Corporation”) and CIBC Mellon Trust Company, a company existing under the laws of Canada (the “Rights Agent”) (which term shall include any successor Rights Agent under the Shareholder Rights Agreement), to purchase from the Corporation at any time after the Separation Time (as such term is defined in the Shareholder Rights Agreement) and prior to the Expiration Time (as such term is defined in the Shareholder Rights Agreement), one fully paid common share of the Corporation (a “Common Share”) at the Exercise Pric

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VOTING AND CORPORATE GOVERNANCE AGREEMENT
Voting and Corporate Governance Agreement • October 12th, 2006 • NACG Holdings Inc. • Oil & gas field services, nec • Delaware

This Voting and Corporate Governance Agreement (“Agreement”) is made by and among NACG Holdings Inc., a Canadian federal corporation (“Company”), certain of the persons or entities who have committed to purchase Common Shares (as defined herein) on the Effective Date (as defined herein) whose names appear on the signature page(s) of this Agreement under the caption “Holders” (referred to hereinafter individually as an “Initial Holder” and collectively as the “Initial Holders”) and the persons whose names appear on the signature pages of this Agreement under the caption “Voting Representatives.”

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THIS AGREEMENT made as of the 12th day of September, 2002, and amended and restated this 30th day of September, 2004. BETWEEN: NORTH AMERICAN CONSTRUCTION GROUP INC., a corporation incorporated under the laws of Alberta (“NACG”)
Joint Venture Agreement • September 8th, 2006 • NACG Holdings Inc. • Oil & gas field services, nec • Alberta

FORT McKAY CONSTRUCTION LTD., as agent of a limited partnership to be constituted under the name and style “Fort McKay Construction Limited Partnership” (“Fort McKay”)

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NACG HOLDINGS INC. REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • July 21st, 2006 • NACG Holdings Inc. • Delaware

This Registration Rights Agreement (“Agreement”) is made and entered into by and among NACG Holdings Inc., a Canadian federal corporation (“Company”), and the other signatories hereto who have committed, subject to certain conditions, to become holders of Qualified Registrable Securities (as defined herein) on the Effective Date whose names appear on the signature pages of this Agreement:

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November 21, 2003
Acquisition Agreement • October 12th, 2006 • NACG Holdings Inc. • Oil & gas field services, nec • Texas

This letter agreement will confirm the agreement between The Sterling Group, L.P. (“Sterling”), Genstar Capital, L.P. (“Genstar”), Perry Strategic Capital, Inc. (“Perry”) and Stephens Group, Inc. (“Stephens”) (Sterling, Genstar, Perry and Stephens being individually referred to herein as a “Sponsor” and collectively referred to herein as the “Sponsors”) on the one hand and NACG Holdings Inc., (“Parent”), NACG Preferred Corp. (“Newco”), North American Energy Partners Inc. (“Holdco”) and NACG Acquisition Inc. (“Acquisition Sub”) and each of their present and future direct and indirect wholly-owned subsidiaries (collectively, the “Companies” and individually, a “Company”) on the other hand, in connection with the acquisition by the Companies of substantially all of the assets of North American Equipment Ltd. (“NAEL”) and all of the outstanding shares of North American Construction Group Inc. (“NACGI”) (the “Acquisition”), and future services to be rendered to the Companies as follows:

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ACHESON PROPERTIES LTD. (the “Landlord”) — and — NORTH AMERICAN CONSTRUCTION GROUP INC. (the “Tenant”) LEASE AMENDMENT AND CONSENT AGREEMENT (SPRUCE GROVE)
Lease Amendment and Consent Agreement • September 8th, 2006 • NACG Holdings Inc. • Oil & gas field services, nec • Alberta

THIS LEASE, dated December 1, 1997, is made and entered into by the Landlord and Tenant named herein who, in consideration of the covenants herein contained, agree as follows:

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FIRST AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF JULY 19, 2006 AMONG NORTH AMERICAN ENERGY PARTNERS INC. as Borrower, THE LENDERS LISTED HEREIN, as Lenders and BNP PARIBAS (CANADA), as Administrative Agent and Collateral Agent
Credit Agreement • July 21st, 2006 • NACG Holdings Inc. • Alberta

This FIRST AMENDED AND RESTATED CREDIT AGREEMENT is dated as of July 19, 2006 and entered into by and among NORTH AMERICAN ENERGY PARTNERS INC., a Canadian corporation, THE FINANCIAL INSTITUTIONS LISTED ON THE SIGNATURE PAGES HEREOF (each individually referred to herein as a “Lender” and collectively as “Lenders”), BNP PARIBAS (CANADA), as administrative agent for Lenders (in such capacity, “Administrative Agent”) and as collateral agent (in such capacity, the “Collateral Agent”).

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OVERBURDEN REMOVAL AND MINING SERVICES CONTRACT
Overburden Removal and Mining Services Contract • September 8th, 2006 • NACG Holdings Inc. • Oil & gas field services, nec
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Contract
Lease Agreement • September 8th, 2006 • NACG Holdings Inc. • Oil & gas field services, nec

THIS LEASE, dated July 1, 2003, is made and entered into by the Landlord and Tenant named herein who, in consideration of the covenants herein contained, agree as follows:

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EMPLOYMENT AGREEMENT between NORTH AMERICAN ENERGY PARTNERS INC. and RODNEY JOHN RUSTON
Employment Agreement • October 23rd, 2006 • NACG Holdings Inc. • Oil & gas field services, nec • Alberta
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Contract
Lease • September 8th, 2006 • NACG Holdings Inc. • Oil & gas field services, nec

THIS LEASE, dated March 15, 2003, is made and entered into by the Landlord and Tenant named herein who, in consideration of the covenants herein contained, agree as follows:

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SERIES A PREFERRED SHARE PURCHASE AGREEMENT
Series a Preferred Share Purchase Agreement • October 12th, 2006 • NACG Holdings Inc. • Oil & gas field services, nec • Alberta
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OVERBURDEN REMOVAL AND MINING SERVICES CONTRACT
Overburden Removal and Mining Services Contract • November 17th, 2006 • NACG Holdings Inc. • Oil & gas field services, nec
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EMPLOYMENT AGREEMENT between NORTH AMERICAN ENERGY PARTNERS INC. and WILLIAM MAYNARD KOEHN
Employment Agreement • October 23rd, 2006 • NACG Holdings Inc. • Oil & gas field services, nec • Alberta
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TERMINATION AGREEMENT
Termination Agreement • October 23rd, 2006 • NACG Holdings Inc. • Oil & gas field services, nec • Texas
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