FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • July 15th, 2011 • Great White Energy Services, Inc. • Crude petroleum & natural gas • Delaware
This Indemnification Agreement (this “Agreement”) dated the day of , 2011, by and between Great White Energy Services, Inc., a Delaware corporation (the “Company”), and , an individual (“Indemnitee”).
MASTER SERVICE CONTRACTMaster Service Contract • May 13th, 2011 • Great White Energy Services, Inc. • Crude petroleum & natural gas
THIS MASTER SERVICE CONTRACT (hereinafter referred to as “Contract”), effective this 3rd day of March, 2008, is by and between Windsor Energy Group, L.L. C. (hereinafter referred to as “Company”) and Diamondback Holdings, LLC and its affiliated companies, hereinafter referred to as “Contractor”). Company and Contractor are sometimes collectively referred to as the “Parties” or individually as a “Party.”
AMENDED AND RESTATED LEASE AGREEMENTLease Agreement • May 13th, 2011 • Great White Energy Services, Inc. • Crude petroleum & natural gas • Oklahoma
THIS AMENDED AND RESTATED LEASE AGREEMENT (the “Lease”) is entered into and made effective as of the 1st day of January, 2009 (the “Effective Date”), by and between CALIBER DEVELOPMENT COMPANY LLC, a Delaware limited liability company (the “Landlord”), and DIAMONDBACK-QUANTUM, LLC, (the “Tenant”). The Landlord and Tenant may be separately referred to in this Lease as a “party” or collectively as the “parties”.
FORM OF REGISTRATION RIGHTS AGREEMENT Dated as of , 2011 by and among GREAT WHITE ENERGY SERVICES, INC., GWES HOLDINGS LLC and DIAMONDBACK HOLDINGS, LLCRegistration Rights Agreement • July 15th, 2011 • Great White Energy Services, Inc. • Crude petroleum & natural gas • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into as of , 2011, by and among Great White Energy Services, Inc., a Delaware corporation (the “Company”), GWES Holdings LLC (“GWES”), and Diamondback Holdings, LLC, a Delaware limited liability company (“Diamondback” and together with GWES, the “Stockholders” and each, a “Stockholder”).
EMPLOYMENT AGREEMENTEmployment Agreement • June 8th, 2011 • Great White Energy Services, Inc. • Crude petroleum & natural gas • Oklahoma
This Employment Agreement (this “Agreement”), is entered into as of the 1st day of April 2010 (“Effective Date”), by and between Great White Energy Services LLC (the “Company”), and Steve Williams (“Employee”).
FORM OF ADVISORY SERVICES AGREEMENTAdvisory Services Agreement • July 15th, 2011 • Great White Energy Services, Inc. • Crude petroleum & natural gas • New York
ADVISORY SERVICES AGREEMENT dated as of , 2011 (this “Agreement”), between GREAT WHITE ENERGY SERVICES, INC., a Delaware corporation (the “Company”) and WEXFORD CAPITAL LP, a Delaware limited partnership (“Wexford”).
FORM OF MASTER SERVICES AGREEMENTMaster Services Agreement • June 24th, 2011 • Great White Energy Services, Inc. • Crude petroleum & natural gas • Oklahoma
THIS MASTER SERVICES AGREEMENT (“MSA”) is made, effective as of , by and between SANDRIDGE ENERGY, INC., a Delaware corporation (“SandRidge”), and GREAT WHITE PRESSURE PUMPING LLC, a Delaware limited liability company (“Contractor”).
SHARED SERVICES AGREEMENTShared Services Agreement • May 13th, 2011 • Great White Energy Services, Inc. • Crude petroleum & natural gas • Oklahoma
THIS SHARED SERVICES AGREEMENT (the “Agreement”) is entered into effective as of the 1st day of August, 2008, by and between GREAT WHITE ENERGY SERVICES LLC, a Delaware limited liability company (“Great White”), and EVEREST OPERATIONS MANAGEMENT LLC, a Delaware limited liability company, its subsidiaries, affiliates, successors and assigns (“Everest”). Great White and Everest may be referred to in this Agreement separately as a “Party” or collectively as the “Parties”.
OFFICE LEASE AGREEMENTOffice Lease Agreement • May 13th, 2011 • Great White Energy Services, Inc. • Crude petroleum & natural gas • Oklahoma
THIS Office Lease Agreement (the “Lease”) is made and entered into on this the 10th day of December 2007, between CALIBER INVESTMENT GROUP LLC, a Delaware limited liability company, having an office at 2936 Via Esperanza, Suite A, Edmond, Oklahoma 73013 (the “Landlord”), and GREAT WHITE ENERGY SERVICES LLC, a Delaware limited liability company, having a notice and mailing address at 14201 Caliber Drive, Suite 300, Oklahoma City, OK 73134 (the “Tenant”). Unless otherwise separately defined, the capitalized terms used herein are defined at Section 1 hereof.
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • July 15th, 2011 • Great White Energy Services, Inc. • Crude petroleum & natural gas • Ohio
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Agreement”) is entered into effective as of the 1st day of June, 2011 (“Effective Date”) by and between GREAT WHITE PRESSURE CONTROL LLC, an Oklahoma limited liability company (the “Company”), and ROCKY ROLES, an individual (the “Employee”) to set forth the terms of the employer-employee relationship between the Company and the Employee.
GREAT WHITE ENERGY SERVICES LLC EMPLOYEE RETENTION AGREEMENT CONFIDENTIALEmployee Retention Agreement • May 13th, 2011 • Great White Energy Services, Inc. • Crude petroleum & natural gas • Oklahoma
This Employee Retention Agreement (“Agreement”) is made and entered into between Great White Energy Services LLC, a Delaware limited liability company (“Great White”), and Phillip G. Lancaster (“Employee”) effective as of August 16, 2010 (the “Effective Date”).
SHARED SERVICES AGREEMENT by and between GULFPORT ENERGY CORPORATION AND GREAT WHITE ENERGY SERVICES LLC dated as of July 22, 2006Shared Services Agreement • May 13th, 2011 • Great White Energy Services, Inc. • Crude petroleum & natural gas • Oklahoma
THIS SHARED SERVICES AGREEMENT (the “Agreement”) is entered into effective as of the 22nd day of July, 2006 by and between GULFPORT ENERGY CORPORATION, a Delaware corporation (the “Service Provider”), and GREAT WHITE ENERGY SERVICES LLC, a Delaware limited liability company, its subsidiaries, affiliates and assigns (“Great White”), Service Provider and Great White may be referred to in this Agreement separately as a “Party” or collectively as the “Parties”.
CONTRIBUTION AGREEMENTContribution Agreement • May 13th, 2011 • Great White Energy Services, Inc. • Crude petroleum & natural gas
THIS CONTRIBUTION AGREEMENT (this “Agreement”) is made and entered effective as of 11:59 p.m. on the 31st day of December, 2010 (the “Effective Date”), by and among GWES HOLDINGS LLC, a Delaware limited liability company (“GWES”), DIAMONDBACK HOLDINGS, LLC, a Delaware limited liability company (“Diamondback”), and GW HOLDINGS I LLC, a Delaware limited liability company (“GW”).
LEASE AMENDMENT AGREEMENT (Rental Increase Following Landlord Funded Improvement)Lease Amendment Agreement • May 13th, 2011 • Great White Energy Services, Inc. • Crude petroleum & natural gas • Oklahoma
This lease amendment and assignment agreement is made May 10, 2007, between CALIBER DEVELOPMENT COMPANY LLC (the “Landlord”), and GREAT WHITE PRESSURE CONTROL, LLC (the “Tenant”).
ASSIGNMENT AND ASSUMPTION OF AND FIRST AMENDMENT TO DIAMONDBACK EMPLOYMENT AGREEMENTDiamondback Employment Agreement • June 8th, 2011 • Great White Energy Services, Inc. • Crude petroleum & natural gas • Oklahoma
THIS ASSIGNMENT AND ASSUMPTION OF AND FIRST AMENDMENT TO DIAMONDBACK EMPLOYMENT AGREEMENT (this “Assignment and Amendment”) is made and entered into effective as of the 25th day of March, 2011 (the “Effective Date”), by and among DIAMONDBACK HOLDINGS, LLC, a Delaware limited liability company (“Diamondback”), DANNY WARD (“Employee”) and GREAT WHITE DIRECTIONAL SERVICES LLC, an Oklahoma limited liability company (“GWDS”).
FORM OF MERGER AGREEMENTMerger Agreement • July 15th, 2011 • Great White Energy Services, Inc. • Crude petroleum & natural gas • Delaware
This Merger Agreement, dated as of , 2011 (this “Agreement”), is entered into by and between GW Holdings I LLC, a Delaware limited liability company (“Holdings”), and Great White Energy Services, Inc., a Delaware corporation (the “Company”).
12,500,000 Shares GREAT WHITE ENERGY SERVICES, INC. Common Stock FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • July 15th, 2011 • Great White Energy Services, Inc. • Crude petroleum & natural gas • New York
This letter is delivered to you pursuant to the Underwriting Agreement (the “Underwriting Agreement”) entered or to be entered into by and among Great White Energy Services, Inc., a Delaware corporation (the “Company”), certain stockholders of the Company named in Schedule II thereto (the “Selling Stockholders”) and Raymond James & Associates, Inc. and Jefferies & Company, Inc. as the representatives (the “Representatives”) of the several underwriters (the “Underwriters”) named in Schedule I thereto. Upon the terms and subject to the conditions of the Underwriting Agreement, the Underwriters intend to effect a public offering of the common stock, par value $0.01 per share, of the Company (the “Common Stock”), as described in and contemplated by the registration statement of the Company on Form S-1, File No. 333-172174 (the “Registration Statement”), as filed with the Securities and Exchange Commission on [•], 2011 (the “Offering”).
DIAMONDBACK EMPLOYMENT AGREEMENTEmployment Agreement • June 8th, 2011 • Great White Energy Services, Inc. • Crude petroleum & natural gas • Oklahoma
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made effective for all purposes as of September 1, 2008 (the “Effective Date”), by and among Diamondback Holdings, LLC, (the “Company”), and Danny Ward (the “Employee”).
GW Holdings I, LLC 14201 Caliber Drive, Suite 300 Oklahoma City, Oklahoma 73134 As of March 1, 2011Employment Agreement • June 24th, 2011 • Great White Energy Services, Inc. • Crude petroleum & natural gas • Oklahoma
GW Holdings I LLC, a Delaware limited liability company (the “Company”), hereby agrees to employ you and you hereby agree to accept such employment under the following terms and conditions:
LONG TERM INCENTIVE AWARD AGREEMENTLong Term Incentive Award Agreement • May 13th, 2011 • Great White Energy Services, Inc. • Crude petroleum & natural gas • Oklahoma
THIS LONG TERM INCENTIVE AWARD AGREEMENT (the “Award Agreement”), entered into as of June 30, 2008 by and between Phillip Lancaster (“Executive”) and Great While Energy Services LLC (the “Company”):
DATA ROOM ADDENDUM TO OFFICE LEASE AGREEMENTData Room Addendum • May 13th, 2011 • Great White Energy Services, Inc. • Crude petroleum & natural gas
THIS Data Room Addendum (“DRA”) to the undersigned parties’ Office Lease Agreement entered December 10, 2007 as amended (“Lease”) is entered into and made effective the 10th day of December, 2007, between CALIBER INVESTMENT GROUP LLC, a Delaware limited liability company (the “Landlord”), and GREAT WHITE ENERGY SERVICES LLC, a Delaware limited liability company, (the “Tenant”) and shall constitute and form a part of the Lease between the parties. The DRA may separately be referred to herein as the DRA. All references to the “Lease” shall include both the terms of the Lease and the terms of this DRA.
