EMPLOYMENT AGREEMENTEmployment Agreement • August 30th, 2011 • Platinum Pressure Pumping, Inc. • Texas
This Employment Agreement (the “Agreement”) is made and entered into as of March 3, 2011 (the “Effective Date”) by and between Platinum Energy Solutions, Inc., a Nevada corporation (the “Company”), and L. Charles Moncla, Jr. (“Executive”).
MIDWEST RAILCAR CORPORATION FULL SERVICE MASTER LEASE AGREEMENTFull Service Master Lease Agreement • August 30th, 2011 • Platinum Pressure Pumping, Inc. • Illinois
This Full Service Master Lease Agreement (this “Lease Agreement” or this “Lease”), made effective this 7th day of July, 2011, by and between MIDWEST RAILCAR CORPORATION, an Illinois Corporation with its principal office at 4949 Autumn Oaks Drive, Suite B, Maryville, IL 62062 (“Lessor”), and PLATINUM ENERGY SOLUTIONS, INC. a Nevada Corporation with its principal office at 2100 West Loop South, Suite 1601, Houston, TX 77027 (“Lessee”).
LEASE PURCHASE AGREEMENTLease Purchase Agreement • August 30th, 2011 • Platinum Pressure Pumping, Inc. • Delaware
LEASE PURCHASE AGREEMENT (this “Agreement”), dated as of March 3, 2011 (“Effective Date”), entered into by and between Platinum Energy Solutions, Inc., a Nevada corporation with offices at 2100 West Loop South, Suite 1601, Houston, Texas 77027 (“PES”), and Well Services Blocker, Inc., a Delaware corporation with offices at 950 Birdsong, Lafayette, LA 70507, Moncla Coil Tubing Well Services, L.L.C., a Delaware limited liability company with offices at 950 Birdsong, Lafayette, LA 70507, and Moncla Pressure Pumping Well Services, L.L.C., a Texas limited liability company with offices at 950 Birdsong, Lafayette, LA 70507 (collectively, “WSB”).
STOCK UNIT PURCHASE AGREEMENTStock Unit Purchase Agreement • August 30th, 2011 • Platinum Pressure Pumping, Inc. • Delaware
Stock Unit Purchase Agreement (this “Agreement”), dated as of February 28, 2011, among Platinum Energy Solutions, Inc., a Nevada corporation (the “Company”), and each entity that is listed on the signature page hereto. Each such entity, together with its successors and permitted assigns, is referred to herein as a “Purchaser,” and all such entities, together with their successors and permitted assigns, are collectively referred to herein as the “Purchasers.”
PLATINUM ENERGY SOLUTIONS, INC. FORM OF RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • August 30th, 2011 • Platinum Pressure Pumping, Inc. • Delaware
THIS RESTRICTED STOCK AGREEMENT (this “Agreement”) is effective , (the “Grant Date”), by and between Platinum Energy Solutions, Inc., a Nevada corporation (the “Corporation”), and . (the “Participant”).
PLATINUM ENERGY SOLUTIONS, INC. AND EACH OF THE GUARANTORS PARTY HERETO 14.250% SENIOR SECURED NOTES DUE 2015 INDENTURE Dated as of March 3, 2011 THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. Trustee and Collateral AgentIndenture • August 30th, 2011 • Platinum Pressure Pumping, Inc. • New York
INDENTURE dated as of March 3, 2011 among PLATINUM ENERGY SOLUTIONS, INC., a Nevada corporation (“PES”), the Guarantors (as defined herein) and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee and Collateral Agent.
FORM OF 14.250% SENIOR SECURED NOTESenior Secured Note • August 30th, 2011 • Platinum Pressure Pumping, Inc. • New York
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION.
WARRANT AGREEMENT Dated as of March 3, 2011 between PLATINUM ENERGY SOLUTIONS, INC. and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Warrant Agent Warrants to Purchase Shares of Common StockWarrant Agreement • August 30th, 2011 • Platinum Pressure Pumping, Inc. • New York
This WARRANT AGREEMENT, dated as of March 3, 2011 (this “Agreement”), is made by and between PLATINUM ENERGY SOLUTIONS, INC., a Nevada corporation (the “Company”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as warrant agent (in such capacity, the “Warrant Agent”).
STOCKHOLDERS AGREEMENTStockholders Agreement • August 30th, 2011 • Platinum Pressure Pumping, Inc. • Delaware
This STOCKHOLDERS AGREEMENT (this “Agreement”) is made as of March 3, 2011 by and among Platinum Energy Solutions Inc., a Nevada corporation (the “Company”), the holders acquiring units consisting of the Company’s Common Stock and Preferred Stock set forth on Schedule A attached hereto (the “Investors”), and each other stockholder of the Company that has become a party to this Agreement and identified on Schedule A attached hereto (collectively with the Investors, “Stockholders”).
PLATINUM ENERGY SOLUTIONS, INC. $115,000,000 14.25% Senior Secured Notes due 2015 and 115,000 Warrants to Purchase Common Stock REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 30th, 2011 • Platinum Pressure Pumping, Inc. • New York
FORM OF 14.250% SENIOR SECURED NOTESenior Secured Note • January 27th, 2012 • Platinum Pressure Pumping, Inc. • Oil & gas field services, nec • Texas
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) THAT IS IN THE CASE OF RULE 144A NOTES: ONE YEAR OR IN THE CASE OF REGULATION S NOTES: 40 DAYS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • August 30th, 2011 • Platinum Pressure Pumping, Inc. • Nevada
This Agreement, made and entered into this day of 20 (this “Agreement”), by and between Platinum Energy Solutions, Inc., a Nevada corporation (“Company”), and (“Indemnitee”):
SECURITY AGREEMENTSecurity Agreement • August 30th, 2011 • Platinum Pressure Pumping, Inc. • New York
This SECURITY AGREEMENT (this “Agreement”), dated as of March 3, 2011, among PLATINUM ENERGY SOLUTIONS, INC. (the “Issuer”), the other Persons listed on the signature pages hereof as “Grantors” and those additional entities that hereafter become parties hereto by executing the form of Joinder attached hereto as Annex 1 (including the Issuer, each a “Grantor” and collectively, the “Grantors”), and The Bank of New York Mellon Trust Company, N.A., as trustee (in such capacity, together with its successors and assigns, the “Trustee”) and as collateral agent (in such capacity, together with its successors and assigns, the “Collateral Agent”), for the benefit of itself and the Holders (as defined below).
