BUSINESS LOAN AGREEMENTBusiness Loan Agreement • October 14th, 2014 • Mammoth Energy Partners LP • Oil & gas field services, nec • Oklahoma
MAMMOTH ENERGY PARTNERS LP FORM OF PHANTOM UNIT AGREEMENTPhantom Unit Agreement • October 14th, 2014 • Mammoth Energy Partners LP • Oil & gas field services, nec • Delaware
THIS PHANTOM UNIT AGREEMENT (this “Agreement”) is made and entered into by and between Mammoth Energy Partners GP LLC, a Delaware limited liability company (the “General Partner”), and you, effective as of , 2014 (the “Date of Grant”).
LIMITED LOAN GUARANTY AGREEMENTLimited Loan Guaranty Agreement • October 14th, 2014 • Mammoth Energy Partners LP • Oil & gas field services, nec • Oklahoma
THIS GUARANTY AGREEMENT (this “Guaranty”) is to be made effective the 31st day of January, 2014, by the undersigned (“Guarantor”), to and for the benefit of INTERNATIONAL BANK OF COMMERCE, whose address is 3817 N.W. Expressway, Suite 100, Oklahoma City, Oklahoma 73112 (“Lender”).
AMENDED & RESTATED MASTER SERVICES AGREEMENT FOR PRESSURE PUMPING SERVICES AGREEMENT1Master Services Agreement • October 14th, 2014 • Mammoth Energy Partners LP • Oil & gas field services, nec
THIS AMENDED & RESTATED MASTER SERVICE AGREEMENT FOR PRESSURE PUMPING SERVICES (this “Agreement”) is made and entered into effective October 1, 2014 (the “Effective Date”) between Gulfport Energy Corporation (“Company”), and Stingray Pressure Pumping LLC (“Contractor”). Contractor and Company are individually referred to as a “Party” and collectively as the “Parties.”
SAND SUPPLY AGREEMENT1Confidential Treatment • October 14th, 2014 • Mammoth Energy Partners LP • Oil & gas field services, nec
This SAND SUPPLY AGREEMENT (this “Agreement”) is effective as of October 1, 2014 (the “Effective Date”), between Muskie Proppant LLC, a Delaware limited liability company (“Supplier”), and Gulfport Energy Corporation, a Delaware corporation (“Customer”). Supplier and Customer are individually referred to as a “Party” and collectively as the “Parties”).
FORM OF ADVISORY SERVICES AGREEMENTAdvisory Services Agreement • October 14th, 2014 • Mammoth Energy Partners LP • Oil & gas field services, nec • New York
ADVISORY SERVICES AGREEMENT dated as of , 2014 (this “Agreement”), among MAMMOTH ENERGY PARTNERS LP, a Delaware limited partnership (the “MLP”), MAMMOTH ENERGY PARTNERS GP LLC, a Delaware limited liability company (the “General Partner”), and WEXFORD CAPITAL LP, a Delaware limited partnership (“Wexford”).
FORM OF CONTRIBUTION AGREEMENT by and between Rhino Resource Partners LP and Mammoth Energy Partners LP Dated as ofContribution Agreement • October 14th, 2014 • Mammoth Energy Partners LP • Oil & gas field services, nec • Delaware
This Contribution Agreement (this “Agreement”), dated as of October [ ], 2014 (the “Effective Date”), is by and between Rhino Resource Partners LP, a Delaware limited partnership (“Contributor”), and Mammoth Energy Partners LP, a Delaware limited partnership (“Mammoth”). Contributor and Mammoth are hereinafter sometimes referred to individually as a “Party” and together as the “Parties.”
FORM OF REGISTRATION RIGHTS AGREEMENT by and between Mammoth Energy Partners LP and Rhino Resource Partners LP Dated as ofRegistration Rights Agreement • October 14th, 2014 • Mammoth Energy Partners LP • Oil & gas field services, nec • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into as of , 2014, by and between Mammoth Energy Partners LP, a Delaware limited partnership (the “Limited Partnership”), and Rhino Resource Partners LP, a Delaware limited partnership (the “Unitholder” or “Rhino”).
FIRST MODIFICATION TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • October 14th, 2014 • Mammoth Energy Partners LP • Oil & gas field services, nec • Oklahoma
This First Modification to Loan and Security Agreement (“Modification Agreement”) is made effective and entered into this 30th day of September, 2014 (the “Effective Date”), by and between STINGRAY PRESSURE PUMPING LLC, a Delaware limited liability company (“Borrower”) and INTERNATIONAL BANK OF COMMERCE (the “Lender”).
GUARANTOR ACKNOWLEDGEMENT AND CONSENTMammoth Energy Partners LP • October 14th, 2014 • Oil & gas field services, nec
The undersigned Guarantors do hereby acknowledge that they have executed that certain Limited Loan Guaranty Agreement dated effective as of July 3, 2013 (the “Guaranty Agreement”), guaranteeing Borrower’s payment and performance of the Note and the Loan Documents up to an amount equal to $ 15,000,000.00 (the “Original Limitation”), which Original Limitation has been reduced to $7,500,000 (the “Current Limitation”) due to Borrower reaching certain financial milestones, as provided in the Guaranty Agreement. Each Guarantor hereby consents to the execution of that certain First Modification to Loan and Security Agreement executed of even date herewith. Each Guarantor hereby reaffirms the Guaranty Agreement in favor of Lender up to the Current Limitation. Guarantor acknowledges and agrees that the aforesaid Guaranty Agreement is hereby amended to guaranty, up to the Current Limitation, the Amended Note which is increasing the current principal balance back to the original balance of the No
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • October 14th, 2014 • Mammoth Energy Partners LP • Oil & gas field services, nec • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of [—], 2014 by and among Mammoth Energy Partners LP, a Delaware limited partnership (the “Partnership”), Mammoth Energy Partners GP LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner”), and [—] (“Indemnitee”).
FORM OF CONTRIBUTION AGREEMENTContribution Agreement • October 14th, 2014 • Mammoth Energy Partners LP • Oil & gas field services, nec • Delaware
This Contribution Agreement (this “Agreement”) is made as of [•], 2014 (the “Effective Date”), by and among Mammoth Energy Holdings LLC, a Delaware limited liability company (“Holdings”), Mammoth Energy Partners LP, a Delaware limited partnership (“Mammoth”), and Mammoth Energy Partners GP LLC, a Delaware limited liability company and the general partner of Mammoth (the “General Partner”).
FORM OF INVESTOR RIGHTS AGREEMENT by and among Mammoth Energy Partners LP, Mammoth Energy Partners GP LLC, Mammoth Energy Holdings LLC and Gulfport Energy Corporation Dated as ofInvestor Rights Agreement • October 14th, 2014 • Mammoth Energy Partners LP • Oil & gas field services, nec • Delaware
THIS INVESTOR RIGHTS AGREEMENT (the “Agreement”) is made and entered into as of , 2014, by and among Mammoth Energy Partners LP, a Delaware limited partnership (the “Limited Partnership”), Mammoth Energy Partners GP LLC, a Delaware limited liability company and the sole general partner of the Limited Partnership (the “General Partner”), Mammoth Energy Holdings LLC, a Delaware limited liability company and the sole member of the General Partner (“Mammoth Holdings”), and Gulfport Energy Corporation, a Delaware corporation (the “Unitholder” or “Gulfport”).
MAMMOTH ENERGY PARTNERS LP FORM OF UNIT OPTION AGREEMENTEquity Incentive Plan • October 14th, 2014 • Mammoth Energy Partners LP • Oil & gas field services, nec • Delaware
THIS UNIT OPTION AGREEMENT (this “Agreement”) is made and entered into by and between Mammoth Energy Partners GP LLC, a Delaware limited liability company (the “General Partner”), and you, effective as of , 2014 (the “Date of Grant”).
