[Final
Form]


 





ECO-STIM
ENERGY SOLUTIONS, INC. 


2015
STOCK INCENTIVE PLAN


 


PERFORMANCE
SHARE UNIT GRANT NOTICE


 


Pursuant
to the terms and conditions of the Eco-Stim Energy Solutions, Inc. 2015 Stock Incentive Plan, as amended from time to time (the
“Plan”), Eco-Stim Energy Solutions, Inc. (the “Company”) hereby grants to
the individual listed below (“you” or the “Participant”) the number of performance
share units (the “PSUs”) set forth below. This award of PSUs (this “Award”)
is subject to the terms and conditions set forth herein and in the Performance Share Unit Agreement attached hereto as Exhibit
A (the “Agreement”) and the Plan, each of which is incorporated herein by reference. Capitalized
terms used but not defined herein shall have the meanings set forth in the Plan.


 


	Participant:	[●]

                                                                                 

	Date
    of Grant:	[●], 2018

                                                                               

	Award
    Type and Description:	Performance
                                         Award granted pursuant to Paragraph IX of the Plan. This Award represents the right to
                                         receive shares of Common Stock in an amount equal to 0% or 100% of the Base PSUs (defined
                                         below) plus 0% or 100% of the Stretch PSUs (defined below), subject to the terms and
                                         conditions set forth herein and in the Agreement.

         

        Your
        right to receive settlement of this Award shall vest and become earned and nonforfeitable upon (i) your satisfaction of
        the continued employment or service requirements described below under “Service Requirement” and (ii) the
        Committee’s certification of the level of achievement of the Performance Goal (defined below). The number of PSUs
        actually earned upon satisfaction of the foregoing requirements is referred to herein as the “Earned PSUs.”

         

	Number
    of PSUs:	[●] (the “Base PSUs”) and [●] (the “Stretch PSUs”).

                                                                               

	Performance
    Period:	[●], 2018 (the “Performance Period Commencement Date”) through December 31, 2018 (the “Performance Period End Date”).

                                                                               

	Performance
    Goals:	The
    “Performance Goal” is based on the Company’s adjusted earnings from its U.S. operations before
    interest, taxes, depreciation and amortization during the Performance Period, as more fully described in Exhibit B
    attached hereto. 


 


	Service
                                         Requirement:

         

         
	Except as expressly provided in Section 3 of the Agreement, you must remain continuously employed by, or continuously provide services to, the Company or an Affiliate, as applicable, from the Date of Grant through the date on which the Committee certifies the level of achievement of the Performance Goal (the “Certification Date”), which certification shall not be unreasonably delayed beyond the Performance Period End Date, to be eligible to receive payment of this Award, which payment is based on such achievement with respect to the Performance Goal.

                                                                                 

	Settlement:	Settlement
    of the Earned PSUs shall be made solely in shares of Common Stock, which shall be delivered to you in accordance with Section
    4 of the Agreement. 


 






    	 	 	 



    	 



    




 


By
your signature below, you agree to be bound by the terms and conditions of the Plan, the Agreement and this Performance Share
Unit Grant Notice (this “Grant Notice”). You acknowledge that you have reviewed the Agreement, the Plan
and this Grant Notice in their entirety and fully understand all provisions of the Agreement, the Plan and this Grant Notice.
You hereby agree to accept as binding, conclusive and final all decisions or interpretations of the Committee regarding any questions
or determinations that arise under the Agreement, the Plan or this Grant Notice. This Grant Notice may be executed in one or more
counterparts (including portable document format (.pdf) and facsimile counterparts), each of which shall be deemed to be an original,
but all of which together shall constitute one and the same agreement.


 


[Signature
Page Follows]


 




    	2



     


    

 


IN
WITNESS WHEREOF, the Company has caused this Grant Notice to be executed by an officer thereunto duly authorized, and the
Participant has executed this Grant Notice, effective for all purposes as provided above.


 





	 	COMPANY









	 	 	 
	 	Eco-Stim
    Energy Solutions, Inc.
	 	 	               
	 	By:	 
	 	Name:	 
	 	Its:	 
	 	 	 
	 	PARTICIPANT
	 	 	 
	 	Name:	 








 


Signature
Page to


Performance
Share Unit Grant Notice





 




    	 



     


    

 


EXHIBIT
A


 


PERFORMANCE
SHARE UNIT AGREEMENT


 


This
Performance Share Unit Agreement (together with the Grant Notice to which this Agreement is attached, this “Agreement”)
is made as of the Date of Grant set forth in the Grant Notice to which this Agreement is attached by and between Eco-Stim Energy
Solutions, Inc., a Nevada corporation (the “Company”), and __________ (the “Participant”).
Capitalized terms used but not specifically defined herein shall have the meanings specified in the Plan or the Grant Notice.


 


1.
Award. In consideration of the Participant’s past and/or continued employment with, or service to, the Company
or its Affiliates and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged,
effective as of the Date of Grant set forth in the Grant Notice (the “Date of Grant”), the Company hereby
grants to the Participant the number of Base PSUs and Stretch PSUs set forth in the Grant Notice on the terms and conditions set
forth in the Grant Notice, this Agreement and the Plan, which is incorporated herein by reference as a part of this Agreement.
In the event of any inconsistency between the Plan and this Agreement, the terms of the Plan shall control. To the extent earned
and vested, each PSU represents the right to receive one share of Common Stock, subject to the terms and conditions set forth
in the Grant Notice, this Agreement and the Plan; provided, however, that, depending on the level of performance determined to
be attained with respect to the Performance Goal, the number of shares of Common Stock that may be earned hereunder in respect
of this Award is equal to 0% or 100% of the Base PSUs plus 0% or 100% of the Stretch PSUs. Unless and until the PSUs have become
earned and vested in accordance with this Agreement, the Participant will have no right to receive any shares of Common Stock
or other payments in respect of the PSUs. Prior to settlement of this Award, the PSUs and this Award represent an unsecured obligation
of the Company, payable only from the general assets of the Company.


 


2.
Earning and Vesting of PSUs. Except as otherwise set forth in Section 3, the PSUs shall become Earned PSUs
based on the extent to which the Company has satisfied the Performance Goal set forth in the Grant Notice, which shall be determined
by the Committee in its sole discretion following the end of the Performance Period as described in Exhibit B attached
hereto. Any PSUs that do not become Earned PSUs shall be automatically forfeited. Once the number of Earned PSUs has been determined,
the Participant must satisfy the Service Requirement as set forth in the Grant Notice or pursuant to Section 3 in order
for such Earned PSUs to vest and become nonforfeitable. Any Earned PSUs that do not vest and become nonforfeitable shall automatically
be forfeited. Unless and until the PSUs have become Earned PSUs and the Service Requirement with respect to such Earned PSUs has
been satisfied in accordance with this Section 2 or Section 3, the Participant will have no right to receive any
dividends or other distribution with respect to the PSUs.


 




    	Exhibit A-1



     


    

 


3.
Effect of Termination of Employment or Service; Change of Control.


 


(a)
Termination of Employment or Service Relationship
due to Death or Disability. Upon the termination of the
Participant’s employment or other service relationship with the Company or an Affiliate due to the Participant’s “Disability”
(as defined in Section 3(d) below) or death that occurs prior to the Certification Date, then the Participant shall be
deemed to have satisfied the Service Requirement with respect to the Base PSUs and the Stretch PSUs and such PSUs shall remain
outstanding and shall become Earned PSUs based on the extent to which the Performance Goal is achieved, with any Earned PSUs being
eligible for settlement in accordance with Section 4. 


 


(b)
Other Termination of Employment or Service. Except as otherwise provided in Section 3(a), upon the termination
of the Participant’s employment or other service relationship with the Company or an Affiliate for any reason, any unearned
PSUs (and all rights arising from such PSUs and from being a holder thereof) and any Earned PSUs for which the Service Requirement
has not been satisfied will terminate automatically without any further action by the Company and will be forfeited without further
notice and at no cost to the Company.


 


(c)
Change of Control.


 


(i)
In the event a Change of Control (as defined
in Section 3(d) below) occurs prior to the Performance Period End Date, so long as the Participant has remained continuously
employed by, or has continuously provided services to, the Company or an Affiliate, as applicable, from the Date of Grant through
the date of such Change of Control, then a number of PSUs equal to 100% of the Base PSUs plus 100% of the Stretch PSUs shall be
deemed Earned PSUs and the Participant shall be deemed to have satisfied the Service Requirement with respect to such Earned PSUs
as of the date of such Change of Control, which Earned PSUs shall be eligible for settlement in accordance with Section 4
except that settlement shall occur within 60 days following the date of such Change of Control.


 


(ii)
In the event a Change of Control occurs following
the Performance Period End Date but prior to the Certification Date, so long as the Participant has remained continuously employed
by, or has continuously provided services to, the Company or an Affiliate, as applicable, from the Date of Grant through the date
of such Change of Control, then the Participant shall be deemed to have satisfied the Service Requirement with respect to the
Base PSUs and the Stretch PSUs and such PSUs shall remain outstanding and shall become Earned PSUs based on the extent to which
the Performance Goal is achieved, with any Earned PSUs being eligible for settlement in accordance with Section 4.


 


(d)
Certain Definitions. For purposes of this Agreement, the following terms shall have the meanings set forth below:


 


(i)
“Change of Control” shall mean the occurrence of any of the following events:


 


(1)
a merger of the Company with another entity, a consolidation involving the Company, or the sale of all or substantially all of
the assets of the Company to another entity if, in any such case, the holders of equity securities of the Company immediately
prior to such transaction or event do not beneficially own immediately after such transaction or event equity securities of the
resulting entity entitled to 50% or more of the votes then eligible to be cast in the election of directors generally (or comparable
governing body) of the resulting entity in substantially the same proportions that they owned the equity securities of the Company
immediately prior to such transaction or event;


 




    	Exhibit A-2



     


    

 


(2)
the dissolution or liquidation of the Company; or


 


(3)
the acquisition by any person or entity, including a “group” as contemplated by Section 13(d)(3) of the Exchange Act,
of ownership or control (including, without limitation, power to vote) of more than 50% of the combined voting power of the outstanding
securities of the Company.


 


For
purposes of the preceding sentence, (a) “resulting entity” in the context of a transaction or event that is a merger,
consolidation or sale of all or substantially all assets shall mean the surviving entity (or acquiring entity in the case of an
asset sale) unless the surviving entity (or acquiring entity in the case of an asset sale) is a subsidiary of another entity and
the holders of Common Stock of the Company receive capital stock of such other entity in such transaction or event, in which event
the resulting entity shall be such other entity, and (b) subsequent to the consummation of a merger or consolidation that does
not constitute a Change of Control, the term “Company” shall refer to the resulting entity and the term “Board”
shall refer to the board of directors (or comparable governing body) of the resulting entity.


 


(ii)
“Disability” shall mean the inability of the Participant to perform the essential duties and services
of the Participant’s position (after accounting for reasonable accommodation, if applicable) by reason of any physical or
mental impairment or other impairment that can be reasonably expected to result in death or to last for a continuous period of
not less than three (3) months. The Participant shall be considered to have a Disability if (i) the Participant is determined
to be totally disabled by the Social Security Administration or (ii) the Participant is determined to be disabled under the Company’s
long-term disability plan in which the Participant participates so long as such plan defines “disability” in a manner
that is consistent with the immediately preceding sentence.


 


4.
Settlement of Earned PSUs. As soon as administratively practicable following the Certification Date, but in no event
later than March 30 of the calendar year following the Performance Period End Date, the Company shall deliver to the Participant
(or the Participant’s permitted transferee, if applicable), a number of shares of Common Stock equal to the number of Earned
PSUs for which the Service Requirement has been satisfied. All shares of Common Stock, if any, issued hereunder shall be delivered
either by delivering one or more certificates for such shares of Common Stock to the Participant or by entering such shares of
Common Stock in book-entry form, as determined by the Committee in its sole discretion. The value of shares of Common Stock shall
not bear any interest owing to the passage of time. Neither this Section 4 nor any action taken pursuant to or in accordance
with this Agreement shall be construed to create a trust or a funded or secured obligation of any kind.


 




    	Exhibit A-3



     


    

 


5.
Tax Withholding. To the extent that the receipt, vesting or settlement of this Award results in compensation income
or wages to the Participant for federal, state, local and/or foreign tax purposes, the Participant shall make arrangements satisfactory
to the Company for the satisfaction of obligations for the payment of withholding taxes and other tax obligations relating to
this Award, which arrangements include the delivery of cash or cash equivalents, Common Stock (including previously owned Common
Stock, net settlement, a broker-assisted sale, or other cashless withholding or reduction of the shares of Common Stock otherwise
issuable or delivered pursuant to this Award), other property, or any other legal consideration the Committee deems appropriate.
If such tax obligations are satisfied through net settlement or the surrender of previously owned Common Stock, the maximum number
of shares of Common Stock that may be so withheld (or surrendered) shall be the number of shares of Common Stock that have an
aggregate Fair Market Value on the date of withholding or surrender equal to the aggregate amount of such tax liabilities determined
based on the greatest withholding rates for federal, state, local and/or foreign tax purposes, including payroll taxes, that may
be utilized without creating adverse accounting treatment for the Company with respect to this Award, as determined by the Committee.
The Participant acknowledges that there may be adverse tax consequences upon the receipt, vesting or settlement of this Award
or disposition of the underlying shares and that the Participant has been advised, and hereby is advised, to consult a tax advisor.
The Participant represents that the Participant is in no manner relying on the Board, the Committee, the Company or any of its
Affiliates or any of their respective managers, directors, officers, employees or authorized representatives (including, without
limitation, attorneys, accountants, consultants, bankers, lenders, prospective lenders and financial representatives) for tax
advice or an assessment of such tax consequences.


 


6.
FCPA. The Participant shall perform all duties as an employee, consultant, or other service provider on behalf of
the Company in strict compliance with the laws of the State of Texas and the United States of America in effect from time to time,
including without limitation, the Foreign Corrupt Practices Act of 1977 and amendments thereto (“FCPA”)
and the export control and anti-boycott laws and regulations of the United States in effect from time to time while this Agreement
is in effect. The Participant acknowledges having received and reviewed a copy of the Company’s FCPA compliance policy and
PowerPoint presentation concerning the terms and provisions of the FCPA in effect as of the date of this Agreement and the purposes
of the FCPA. The Participant acknowledges that the FCPA in general makes it a crime under United States law for a U.S. firm such
as the Company knowingly to make payments to a foreign governmental official, or political party or candidate, directly or indirectly,
in order to receive or retain business. Accordingly, the Participant shall not make on behalf of the Company any payments, loans
or gifts or promises or offers of payments, loans or gifts of any money or anything of value, directly or indirectly,


 


(a)
to or for the use or benefit of any official or employee of any United States or foreign government or the agency or instrumentalities
of any such government,


 


(b)
to any political party or official or candidate thereof,


 


(c)
to any other person if the Participant knows or has reason to suspect that any part of such payment, loan or gift will be directly
or indirectly given or paid to any such governmental official or political party or candidate or official thereof, or


 


(d)
to any other person or entity, the payment of which would violate either the laws or policies of United States any foreign country.


 




    	Exhibit A-4



     


    

 


The
Participant represents and warrants that on the date of this Agreement neither the Participant nor any family member living in
the Participant’s household is an official or employee of (i) any foreign government or an international organization covered
by the FCPA or similar laws, or any department, agency, or instrumentality thereof, (ii) a political party in any foreign country
or an official thereof, (iii) a candidate for political office in any foreign country, or (iv) a person acting in an official
capacity for or on behalf of any foreign government or any international organization covered by the FCPA or similar laws, or
any department, agency, or instrumentality thereof.


 


7.
Non-Transferability. During the lifetime of the Participant, the PSUs may not be sold, pledged, assigned or transferred
in any manner other than by will or the laws of descent and distribution, unless and until the shares of Common Stock underlying
the PSUs have been issued, and all restrictions applicable to such shares have lapsed. Neither the PSUs nor any interest or right
therein shall be liable for the debts, contracts or engagements of the Participant or his or her successors in interest or shall
be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means, whether such
disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or
equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect, except
to the extent that such disposition is permitted by the preceding sentence.


 


8.
Compliance with Applicable Law. Notwithstanding any provision of this Agreement to the contrary, the issuance of
shares of Common Stock hereunder will be subject to compliance with all applicable requirements of applicable law with respect
to such securities and with the requirements of any stock exchange or market system upon which the Common Stock may then be listed.
No shares of Common Stock will be issued hereunder if such issuance would constitute a violation of any applicable law or regulation
or the requirements of any stock exchange or market system upon which the Common Stock may then be listed. In addition, shares
of Common Stock will not be issued hereunder unless (a) a registration statement under the Securities Act of 1933, as amended,
is in effect at the time of such issuance with respect to the shares to be issued or (b) in the opinion of legal counsel to the
Company, the shares to be issued are permitted to be issued in accordance with the terms of an applicable exemption from the registration
requirements of the Securities Act of 1933, as amended. The inability of the Company to obtain from any regulatory body having
jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary for the lawful issuance and sale
of any shares of Common Stock hereunder will relieve the Company of any liability in respect of the failure to issue such shares
as to which such requisite authority has not been obtained. As a condition to any issuance of Common Stock hereunder, the Company
may require the Participant to satisfy any requirements that may be necessary or appropriate to evidence compliance with any applicable
law or regulation and to make any representation or warranty with respect to such compliance as may be requested by the Company.


 


9.
Legends. If a stock certificate is issued with respect to shares of Common Stock issued hereunder, such certificate
shall bear such legend or legends as the Committee deems appropriate in order to reflect the restrictions set forth in this Agreement
and to ensure compliance with the terms and provisions of this Agreement, the rules, regulations and other requirements of the
Securities and Exchange Commission, any applicable laws or the requirements of any stock exchange on which the Common Stock is
then listed. If the shares of Common Stock issued hereunder are held in book-entry form, then such entry will reflect that the
shares are subject to the restrictions set forth in this Agreement.


 




    	Exhibit A-5



     


    

 


10.
Rights as a Stockholder; Stockholder Rights Agreement. The Participant shall have no rights as a stockholder of
the Company with respect to any shares of Common Stock that may become deliverable hereunder unless and until the Participant
has become the holder of record of such shares of Common Stock, and no adjustments shall be made for dividends in cash or other
property, distributions or other rights in respect of any such shares of Common Stock, except as otherwise specifically provided
for in the Plan or this Agreement. The Participant acknowledges that the shares of Common Stock delivered hereunder shall be subject
to the terms of the Company’s Amended and Restated Stockholder Rights Agreement (as amended from time to time), among the
Company and its stockholders.


 


11.
Execution of Receipts and Releases. Any issuance or transfer of shares of Common Stock or other property to the
Participant or the Participant’s legal representative, heir, legatee or distributee, in accordance with this Agreement shall
be in full satisfaction of all claims of such person hereunder. As a condition precedent to such payment or issuance, the Company
may require the Participant or the Participant’s legal representative, heir, legatee or distributee to execute (and not
revoke within any time provided to do so) a release and receipt therefor in such form as it shall determine appropriate; provided,
however, that any review period under such release will not modify the date of settlement with respect to Earned PSUs.


 


12.
No Right to Continued Employment, Service or Awards. Nothing in the adoption of the Plan, nor the award of the PSUs
thereunder pursuant to the Grant Notice and this Agreement, shall confer upon the Participant the right to continued employment
by, or a continued service relationship with, the Company or any Affiliate, or any other entity, or affect in any way the right
of the Company or any such Affiliate, or any other entity to terminate such employment or other service relationship at any time.
The grant of the PSUs is a one-time benefit and does not create any contractual or other right to receive a grant of Awards or
benefits in lieu of Awards in the future. Any future Awards will be granted at the sole discretion of the Company.


 


13.
Notices. Notices hereunder shall be mailed or delivered to the Company at its principal place of business and shall
be mailed or delivered to the Participant at the address for the Participant indicated on the signature page to this Agreement
(as such address may be updated by the Participant providing written notice to such effect to the Company). Any notice that is
delivered personally or by overnight courier or telecopier in the manner provided herein shall be deemed to have been duly given
to the Participant when it is mailed by the Company or, if such notice is not mailed to the Participant, upon receipt by the Participant.
Any notice that is addressed and mailed in the manner herein provided shall be conclusively presumed to have been given to the
party to whom it is addressed at the close of business, local time of the recipient, on the fourth day after the day it is so
placed in the mail.


 




    	Exhibit A-6



     


    

 


14.
Consent to Electronic Delivery; Electronic
Signature. In lieu of receiving documents in paper format,
the Participant agrees, to the fullest extent permitted by law, to accept electronic delivery of any documents that the Company
may be required to deliver (including, but not limited to, prospectuses, prospectus supplements, grant or award notifications
and agreements, account statements, annual and quarterly reports and all other forms of communications) in connection with this
and any other Award made or offered by the Company. Electronic delivery may be via a Company electronic mail system or by reference
to a location on a Company intranet to which the Participant has access. The Participant hereby consents to any and all procedures
the Company has established or may establish for an electronic signature system for delivery and acceptance of any such documents
that the Company may be required to deliver, and agrees that his or her electronic signature is the same as, and shall have the
same force and effect as, his or her manual signature.


 


15.
Agreement to Furnish Information. The Participant agrees to furnish to the Company all information requested by
the Company to enable it to comply with any reporting or other requirement imposed upon the Company by or under any applicable
statute or regulation.


 


16.
Entire Agreement; Amendment. This Agreement constitutes the entire agreement of the parties with regard to the subject
matter hereof, and contains all the covenants, promises, representations, warranties and agreements between the parties with respect
to the PSUs granted hereby; provided ̧ however, that the terms of this Agreement shall not modify and shall be subject to
the terms and conditions of any employment, consulting and/or severance agreement between the Company (or an Affiliate or other
entity) and the Participant in effect as of the date a determination is to be made under this Agreement. Without limiting the
scope of the preceding sentence, except as provided therein, all prior understandings and agreements, if any, among the parties
hereto relating to the subject matter hereof are hereby null and void and of no further force and effect. The Committee may, in
its sole discretion, amend this Agreement from time to time in any manner that is not inconsistent with the Plan; provided, however,
that except as otherwise provided in the Plan or this Agreement, any such amendment that materially reduces the rights of the
Participant shall be effective only if it is in writing and signed by both the Participant and an authorized officer of the Company.


 


17.
Severability; Waiver. If a court of competent jurisdiction determines that any provision of this Agreement is invalid
or unenforceable, then the invalidity or unenforceability of such provision shall not affect the validity or enforceability of
any other provision of this Agreement, and all other provisions shall remain in full force and effect. Waiver by any party of
any breach of this Agreement or failure to exercise any right hereunder shall not be deemed to be a waiver of any other breach
or right. The failure of any party to take action by reason of such breach or to exercise any such right shall not deprive the
party of the right to take action at any time while or after such breach or condition giving rise to such rights continues.


 


18.
Clawback. Notwithstanding any provision
in the Grant Notice, this Agreement or the Plan to the contrary, to the extent required by (a) applicable law, including, without
limitation, the requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, any Securities and Exchange
Commission rule or any applicable securities exchange listing standards and/or (b) any policy that may be adopted or amended by
the Board from time to time, all shares of Common Stock issued hereunder shall be subject to forfeiture, repurchase, recoupment
and/or cancellation to the extent necessary to comply with such law(s) and/or policy.


 


19.
Governing Law. This Agreement shall be governed by and construed in accordance
with the laws of the State of TEXAS applicable to contracts made and to be performed therein, exclusive of the conflict of laws
provisions of TEXAS LAW.


 




    	Exhibit A-7



     


    

 


20.
Successors and Assigns. The Company
may assign any of its rights under this Agreement without the Participant’s consent. This Agreement will be binding upon
and inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth herein
and in the Plan, this Agreement will be binding upon the Participant and the Participant's beneficiaries, executors, administrators
and the person(s) to whom the PSUs may be transferred by will or the laws of descent or distribution.


 


21.
Headings. The titles and headings of the various sections of this Agreement have been inserted for convenience of
reference only and shall not be deemed to be a part of this Agreement.


 


22.
Counterparts. The Grant Notice may be executed in one or more counterparts, each of which shall be deemed an original
and all of which together shall constitute one instrument. Delivery of an executed counterpart of the Grant Notice by facsimile
or portable document format (.pdf) attachment to electronic mail shall be effective as delivery of a manually executed counterpart
of the Grant Notice.


 


23.
Section 409A. Notwithstanding anything herein or in the Plan to the contrary, the PSUs granted pursuant to this
Agreement are intended to be exempt from the applicable requirements of Section 409A of the Code, as amended from time to time,
including the guidance and regulations promulgated thereunder and successor provisions, guidance and regulations thereto (the
“Nonqualified Deferred Compensation Rules”), and shall be construed and interpreted in accordance with
such intent. Nevertheless, to the extent that the Committee determines that the PSUs may not be exempt from the Nonqualified Deferred
Compensation Rules, then, if the Participant is deemed to be a “specified employee” within the meaning of the Nonqualified
Deferred Compensation Rules, as determined by the Committee, at a time when the Participant becomes eligible for settlement of
the PSUs upon his “separation from service” within the meaning of the Nonqualified Deferred Compensation Rules, then
to the extent necessary to prevent any accelerated or additional tax under the Nonqualified Deferred Compensation Rules, such
settlement will be delayed until the earlier of: (a) the date that is six months following the Participant’s separation
from service and (b) the Participant’s death. Notwithstanding the foregoing, the Company and its Affiliates make no representations
that the PSUs provided under this Agreement are exempt from or compliant with the Nonqualified Deferred Compensation Rules and
in no event shall the Company or any Affiliate be liable for all or any portion of any taxes, penalties, interest or other expenses
that may be incurred by the Participant on account of non-compliance with the Nonqualified Deferred Compensation Rules.


 




    	Exhibit A-8



     


    

 


EXHIBIT
B


 


PERFORMANCE
GOAL


 


The
performance goal for the Base PSUs and the Stretch PSUs shall be based on “Field Level Adjusted EBITDA” (as more specifically
defined below) during the Performance Period.


 


The
term “Field Level Adjusted EBITDA” shall (i) represent the revenues less cost of services (excluding corporate
SG&A) for the Company’s operations based out of Fairview, Oklahoma; (ii) include both frac and pump down revenue and
associated costs; and (iii) be calculated in the manner as reviewed weekly with the Company’s Chairman.


 


Base
PSUs


 


You
will earn a number of Base PSUs (i.e., the Earned PSUs) as determined in accordance with the table below. The Committee,
in its sole discretion, will review, analyze and certify the Company’s Field Level Adjusted EBITDA for the Performance Period
and will determine the number of Earned PSUs in accordance with the terms of this Agreement, the Grant Notice and the Plan.


 


	Field
    Level Adjusted EBITDA	 	Earned
    PSUs (% of Base PSUs)
	Less
    than $[●]	 	0%
	$[●]
    or greater	 	100%


 


Stretch
PSUs


 


You
will earn a number of Stretch PSUs (i.e., the Earned PSUs) as determined in accordance with the table below. The Committee, in
its sole discretion, will review, analyze and certify the Company’s Field Level Adjusted EBITDA for the Performance Period
and will determine the number of Earned PSUs in accordance with the terms of this Agreement, the Grant Notice and the Plan.


 


	Field
    Level Adjusted EBITDA	 	Earned
    PSUs (% of Stretch PSUs)
	Less
    than $[●]	 	0%
	$[●]
    or greater	 	100%