FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • December 23rd, 2011 • Dynamic Offshore Resources, Inc. • Crude petroleum & natural gas • Delaware
This Indemnification Agreement (“Agreement”) is made as of , 2012 by and between Dynamic Offshore Resources, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
PURCHASE AND SALE AGREEMENT BETWEEN XTO OFFSHORE INC., HHE ENERGY COMPANY, XH, LLC, AND DYNAMIC OFFSHORE RESOURCES, LLC EFFECTIVE TIME: AUGUST 1, 2011 AT 7:00 AM CDTPurchase and Sale Agreement • December 23rd, 2011 • Dynamic Offshore Resources, Inc. • Crude petroleum & natural gas • Texas
This Purchase and Sale Agreement (“Agreement”) is executed between XTO Offshore Inc. and HHE Energy Company, each a Delaware corporation, and XH, LLC, a Delaware limited liability company, all with an address of 810 Houston Street, Fort Worth, Texas 76102-6298 (“XTO Energy”), as seller(s), and Dynamic Offshore Resources, LLC, a Delaware limited liability company with an address of 1301 McKinney, Suite 900, Houston, Texas 77010 (“Buyer”), as buyer, (collectively, the “Parties”) as of the Execution Date. Sellers are hereinafter sometimes referred to as “XTO Energy” for convenience and simplicity; the abbreviation is not intended to override the corporate separateness of these separate legal entities.
CONTRIBUTION AGREEMENT by and among DYNAMIC OFFSHORE RESOURCES, LLC, DYNAMIC OFFSHORE HOLDING, LP, DYNAMIC OFFSHORE HOLDING GP, LLC, SESI, L.L.C., AND SUPERIOR ENERGY INVESTMENTS, LLC Effective as of January 1, 2011Contribution Agreement • December 23rd, 2011 • Dynamic Offshore Resources, Inc. • Crude petroleum & natural gas • Texas
THIS CONTRIBUTION AGREEMENT (this “Agreement”) is entered into effective as of January 1, 2011, by and among Dynamic Offshore Resources, LLC, a Delaware limited liability company (“Dynamic”), Dynamic Offshore Holding GP, LLC, a Delaware limited liability company (“DOH GP”), Dynamic Offshore Holding, LP, a Delaware limited partnership (the “Partnership”), SESI, L.L.C., a Delaware limited liability company (“SESI”), Superior Energy Investments, LLC, a Delaware limited liability company (“SEI”, and collectively with Dynamic, DOH GP, the Partnership and SESI, the “Parties”).
PURCHASE AND SALE AGREEMENT BETWEEN SAMSON OFFSHORE COMPANY AND SAMSON CONTOUR ENERGY E&P, LLC (COLLECTIVELY “SELLERS”) AND DYNAMIC OFFSHORE RESOURCES, LLC (“BUYER”) DATED AS OF JUNE 11, 2010Purchase and Sale Agreement • December 23rd, 2011 • Dynamic Offshore Resources, Inc. • Crude petroleum & natural gas • Texas
This Purchase and Sale Agreement (“Agreement”), made as of June 11, 2010 (“Execution Date”) by and between SAMSON OFFSHORE COMPANY, an Oklahoma corporation, whose address is Samson Plaza, Two West Second Street, Tulsa, Oklahoma 74103 (“Offshore”) and SAMSON CONTOUR ENERGY E&P, LLC, a Delaware limited liability company (“Contour”) whose address is Samson Plaza, Two West Second Street, Tulsa, Oklahoma 74103 (collectively Offshore and Contour shall be referred to as “Seller” or “Sellers”) and DYNAMIC OFFSHORE RESOURCES, LLC, a Delaware limited liability company, whose address is 1301 McKinney, Suite 900, Houston, Texas 77010 (“Buyer”) (Buyer and Sellers are sometimes referred to below individually as a “Party” or collectively as the “Parties”);
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • December 23rd, 2011 • Dynamic Offshore Resources, Inc. • Crude petroleum & natural gas
This Purchase and Sale Agreement (this “Agreement”), is entered into as of the 31St day of January, 2010, by and between Superior Energy Services, Inc., a Delaware corporation (“SESI”), whose address is 601 Poydras Street, Suite 2400, New Orleans, Louisiana 70139, its wholly subsidiary, Wild Well Control, Inc., a Texas corporation (“WWCI”), whose address is 2202 Oil Center Court, Houston, Texas 77073, and Dynamic Offshore Resources, LLC, a Delaware limited liability company (“DOR”), whose address is 1301 McKinney Street, Houston, Texas 77010. Each of SESI, WWCI and DOR is hereinafter sometimes referred to individually as a “Party” and collectively as the “Parties”.
FORM OF DYNAMIC OFFSHORE RESOURCES, INC. STOCKHOLDERS AGREEMENTStockholders Agreement • December 23rd, 2011 • Dynamic Offshore Resources, Inc. • Crude petroleum & natural gas • Delaware
This Stockholders Agreement (“Agreement”) is entered into as of [·], 2012 by and among Dynamic Offshore Resources, Inc., a Delaware corporation (the “Company”), R/C Dynamic Holdings, L.P., a Delaware limited partnership (“R/C Dynamic Holdings”), R/C Energy IV Direct Partnership, L.P., a Delaware limited partnership (“R/C Direct” and, together with R/C Dynamic Holdings, “Riverstone”), Michel B. Moreno, G. M. McCarroll, SESI, L.L.C., a Delaware limited liability company (“SESI”), Superior Energy Investments, LLC, a Delaware limited liability company (“SEI” and together with SESI, “Superior”), and each other person listed as a Stockholder on the signature pages hereof or who from time to time may execute and deliver a counterpart signature page and become a party hereto (each, a “Party” and collectively, the “Parties”).
FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 23rd, 2011 • Dynamic Offshore Resources, Inc. • Crude petroleum & natural gas • Delaware
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is dated as of [·], 2012, by and among Dynamic Offshore Resources, Inc., a Delaware corporation (the “Company”), R/C Dynamic Holdings, L.P., a Delaware limited partnership (“R/C Dynamic Holdings”), R/C Energy IV Direct Partnership, L.P., a Delaware limited partnership (“R/C Direct” and, together with R/C Dynamic Holdings, “Riverstone”), Michel B. Moreno, G. M. McCarroll, SESI, L.L.C., a Delaware limited liability company, Superior Energy Investments, LLC, a Delaware limited liability company, and the other parties that are signatories hereto (each, a “Party” and collectively, the “Parties”). Capitalized terms used herein without definition have the meanings set forth in Section 1.
FORM OF REORGANIZATION AGREEMENT by and among R/C IV NON-U.S. DYNAMIC CORP. R/C ENERGY IV DIRECT PARTNERSHIP, L.P. R/C DYNAMIC HOLDINGS, L.P. DYNAMIC OFFSHORE RESOURCES, INC. DYNAMIC OFFSHORE HOLDING GP, LLC and DYNAMIC OFFSHORE HOLDINGS, LP dated...Reorganization Agreement • December 23rd, 2011 • Dynamic Offshore Resources, Inc. • Crude petroleum & natural gas • Delaware
This Reorganization Agreement, dated as of December [·], 2012 (this “Agreement”), is by and among R/C IV Non-U.S. Dynamic Corp., a Delaware corporation (“ECI”), R/C Energy IV Direct Partnership, L.P., a Delaware limited partnership (“Riverstone Direct”), R/C Dynamic Holdings, L.P., a Delaware limited partnership (“R/C Dynamic”), Dynamic Offshore Resources, Inc., a Delaware corporation (“DOR”), Dynamic Offshore Holding GP, LLC, a Delaware limited liability company (“DOH GP”), and Dynamic Offshore Holding, LP, a Delaware limited partnership (“DOH”). The above-named entities are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties.” Certain capitalized terms used herein have the meanings assigned to such terms in Article I.
